S-4

As filed with the Securities and Exchange Commission on September 13, 2001

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 Number)
4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899	(602) 693-0800
(Address, Including Zip Code, of Registrant’s Principal Executive Offices)	(Registrant’s Telephone Number, Including Area Code)

4512

(Primary Standard Industrial Classification Code Number)

Linda M. Mitchell

Vice President and General Counsel

America West Airlines, Inc.

4000 E. Sky Harbor Boulevard

Phoenix, Arizona 85034-3899

(602) 693-0800

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent For Service)

Copies of Correspondence to:

Samuel M. Livermore

Cooley Godward, LLP

One Maritime Plaza, 20th Floor

San Francisco, CA 94111

      Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

		Proposed
		Maximum Offering	Proposed
Title of Each Class of	Amount To Be	Price Per	Maximum Aggregate	Amount of
Securities To Be Registered	Registered(1)	Certificate(2)	Offering Price(2)	Registration Fee
Pass Through Certificates, Series 2001-1G	$325,143,000	100%	$325,143,000	$81,285.75
Pass Through Certificates, Series 2001-1C	$ 57,021,000	100%	$ 57,021,000	$14,255.25
Pass Through Certificates, Series 2001-1D	$ 45,000,000	100%	$ 45,000,000	$11,250.00

(1)	Equals the aggregate principal amount of the securities being registered.
(2)	Pursuant to Rule 457(f)(2), the registration fee has been calculated using the book value of the securities being registered.

      The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is not complete and may be changed. A registration statement relating to these securities has been filed with the SEC. These securities may not be sold until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion Dated September 13, 2001

Prospectus

$427,164,000

America West Airlines, Inc.

Pass Through Certificates, Series 2001-1

         This prospectus relates to three classes of new pass through certificates, Class G, Class C and Class D, issued by three separate pass through trusts. Each certificate represents an ownership interest in the property held by the trust that issued the certificate. The certificates do not represent interests in or obligations of us or any of our affiliates.

      The new certificates will be offered in exchange for outstanding certificates previously issued in May 2001 pursuant to an offering exempt from the SEC’s registration requirements. The proceeds from the issuance of the outstanding certificates are being used to finance fourteen aircraft for use in our current operations as a commercial airline. The new certificates will have the same material financial terms and will represent the same fractional undivided interest in the trusts as the outstanding certificates they are replacing. Neither we nor any of the trusts will receive any proceeds from this exchange of new certificates for outstanding certificates.

      Certificateholders will receive scheduled payments of interest on each April 2 and October 2, beginning October 2, 2001. Certificateholders will also receive scheduled payments of principal on each April 2 and October 2 in scheduled years, beginning on or after October 2, 2001.

      The Class G certificates will rank senior to the Class C certificates and the Class C certificates will rank senior to the Class D certificates.

      Westdeutsche Landesbank Girozentrale, acting through its New York branch will provide a liquidity facility for each of the Class G and Class C certificates in an amount sufficient to make up to three semiannual interest payments on the related class of certificates. There is no liquidity facility for the Class D certificates.

      Ambac Assurance Corporation has issued an insurance policy to support the payment of interest on the Class G certificates when due and the payment of principal no later than the final legal distribution date.

       Consider carefully the risk factors beginning on page 10 of this prospectus.

			Final Expected
			Distribution	Price to
Pass Through Certificates	Face Amount	Interest Rate	Date	Public
2001-1G	$325,143,000	7.10%	April 2, 2021		100%
2001-1C	57,021,000	8.37%	April 2, 2007		100%
2001-1D	45,000,000	Six-month LIBOR plus 3.20%	April 2, 2007		100%

      Neither the SEC nor any state securities commission has approved or disapproved of these certificates or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
AVAILABLE INFORMATION
INCORPORATION OF DOCUMENTS BY REFERENCE
PROSPECTUS SUMMARY
	Financing the Acquisition of Aircraft
	The Certificates
CASH FLOW STRUCTURE
	Scheduled Payments and Special Payments
	Payment Rankings
	Liquidity Facilities for up to Three Consecutive Semi-Annual Interest Payments
	Policy Coverage on the Class G Certificates
	Purchase Rights
THE EQUIPMENT NOTES
	We Can Elect to Either Purchase or Lease Each Aircraft
	Redemption and Purchase
	Security
	Subordination
	Intercreditor Rights
THE EXCHANGE OFFER
ERISA CONSIDERATIONS
USE OF PROCEEDS
OUR COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
RISK FACTORS
	Risk Factors Relating to the Certificates
	Risk Factors Relating to the Policy Provider
	Risk Factors Relating to America West and Industry Related Risks
SELECTED FINANCIAL DATA
THE EXCHANGE OFFER
	General
	The Exchange Offer
	Tendering Outstanding Certificates in the Exchange Offer
	Book-Entry Transfer
	Guaranteed Delivery Procedures
	Withdrawal of Tenders
	Conditions
	Exchange Agent
	Transferability of New Certificates
	Alternative Use of Shelf-Registration Statement
	Fees and Expenses
REMAINING PROSPECTUS DISCLOSURE
THE PARTIES
THE FINANCING AGREEMENTS
DESCRIPTION OF THE NEW CERTIFICATES
	General
	Certificates Represent an Ownership Interest in the Corresponding Trust
	Trust Property for Each Trust
	Subordination
	Payments and Distributions
	Payments of Interest
	Payments of Principal
	Distribution of Scheduled Payments
	Distribution of Special Payments and Certain Policy Drawings
	Maintenance of Accounts
	Final Distribution
	Weekend or Holiday Distribution Date
	Pool Factors
	Pool Balance
	Pool Factor
	Aggregate Principal Amortization Schedule
	Reports To Certificateholders
	Indenture Events of Default and Certain Rights Upon An Indenture Event of Default
	Right to Cure
	Resignation of Trustee In the Event of a Conflict of Interest
	Consequence of Continuing Indenture Event of Default
	Notice to Certificateholders of Default
	Trustee Entitled to Security or Indemnity
	Rights of Certificateholders
	Defaults That May Not Be Waived
	Purchase Rights of Certificateholders
	Merger, Consolidation And Transfer of Assets
	Requirements for Consolidation, Merger or Transfer of Assets
	Modifications of the Pass Through Trust Agreements and Certain Other Agreements
	Basis for Amendments of the Pass Through Trust Agreements and Certain Other Agreements
	Amendments or Supplements That Require Consent of the Affected Holder
	Actions by Trustee Upon Receipt of Consent to Amend or Supplement any Agreement
	Information Requested by Trustee from Certificateholders
	Obligation to Purchase Equipment Notes
	Mandatory Terms
	Requirements of the Mandatory Economic Terms
	Prohibited Modifications Under the Mandatory Document Terms
	Liquidation of Original Trusts
	Termination of the Trusts
	The Trustees
	Book-Entry; Delivery and Form
DESCRIPTION OF THE DEPOSIT AGREEMENTS
	General
	Unused Deposits
	Distribution Upon Occurrence Of Triggering Event
	Depositary
	Replacement of Depositary
DESCRIPTION OF THE ESCROW AGREEMENTS
DESCRIPTION OF THE LIQUIDITY FACILITIES
	General
	Drawings
	Reimbursement of Drawings
	Liquidity Events of Default
	Liquidity Provider
DESCRIPTION OF THE POLICY AND THE POLICY PROVIDER AGREEMENT
	The Policy
	Interest Drawings
	Proceeds Deficiency Drawing
	No Proceeds Drawing
	Final Policy Drawing
	Avoidance Drawing
	General
	The Policy Provider Agreement
DESCRIPTION OF THE INTERCREDITOR AGREEMENT
	Intercreditor Rights
	Priority of Distributions
	Voting of Equipment Notes
	The Subordination Agent
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS
	The Aircraft
	The Appraisals
	Deliveries of Aircraft
	Substitute Aircraft
	Bridge Financing
	Conversion Option
DESCRIPTION OF THE EQUIPMENT NOTES
	General
	Subordination
	Principal And Interest Payments
	Redemption
	Security
	Loan To Value Ratios Of Equipment Notes
	Limitation of Liability
	Indenture Events of Default; Notice And Waiver
	Remedies
	Modification of Indentures and Leases
	Indemnification
	The Leases and Certain Provisions of the Owned Aircraft Indentures
	Lease Term Rentals and Payments
	Net Lease; Maintenance
	Possession, Sublease and Transfer
	Registration
	Liens
	Replacement of Parts; Alterations
	Insurance
	Lease Termination
	Events of Loss
	Renewal and Purchase Options
	Events of Default under the Leases
	Remedies Exercisable upon Events of Default under the Lease
	Transfer of Owner Participant Interests
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
ERISA CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
APPENDIX I -- GLOSSARY OF TERMS
APPENDIX II -- APPRAISAL LETTERS
SIGNATURES
EXHIBIT INDEX
EX-4.4
EX-4.5
EX-4.6
EX-4.7
EX-4.8
EX-4.9
EX-4.10
EX-4.11
EX-4.12
EX-4.13
EX-4.14
EX-4.15
EX-4.16
EX-4.17
EX-4.18
EX-4.19
EX-4.21
EX-5.1
EX-5.2
EX-5.3
Exhibit 12.1
EX13.1
EX-13.2
EX-23.2
Exhibit 23.3
Exhibit 23.4
Exhibit 23.5
Exhibit 25.1
Exhibit 25.2
Exhibit 25.3
EX-99.1
EX-99.2
EX-99.3
EX-99.4

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

      You should rely only on the information provided in this prospectus and the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the certificates in any state where the offer is not permitted. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover.

      We include cross-references in this prospectus to captions where you can find further related discussions. The following table of contents provides the pages on which these captions are located. You can find a glossary of terms where capitalized terms used in this prospectus are defined under the caption “Glossary” in Appendix I of this prospectus.

AVAILABLE INFORMATION

      We are filing with the SEC a registration statement on Form S-4 relating to the new certificates. This prospectus is a part of the registration statement, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. You can review a copy of the registration statement through the SEC’s “EDGAR” System (Electronic Data Gathering, Analysis and Retrieval) that is available on the SEC’s web site (http://www.sec.gov).

      We are required to file publicly certain information under the Securities Exchange Act of 1934. All of our public filings are also available on EDGAR, including reports, proxy statements and other information. You may also read and copy all of our public filings at the SEC’s public reference room in Washington, D.C. or in their facilities in New York and Chicago. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference rooms. All filings by our parent corporation, America West Holdings Corporation, are also available at the offices of the New York Stock Exchange.

INCORPORATION OF DOCUMENTS BY REFERENCE

      The SEC allows us to incorporate by reference information we file with the SEC, which means that we can disclose information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we later file with the SEC will automatically update the information in this prospectus.

      We incorporate by reference all annual, quarterly and current reports we filed during 2001. These include: (i) the annual report on Form 10-K for the year ended December 31, 2000, (ii) the quarterly reports on Form 10-Q filed for the quarters ended March 31, 2001 and June 30, 2001 and (iii) the Form 8-Ks filed by us or America West Holdings Corporation on March 20, 2001, May 22, 2001, June 5, 2001, August 24, 2001 and September 12, 2001. We also incorporate by reference the portions of the proxy statement for the annual stockholder meeting held on May 21, 2001, that were incorporated by reference in the Form 10-K. Any future annual, quarterly or current reports and proxy materials filed prior to the end of the exchange offer are incorporated by reference.

      As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or call us at: Corporate Secretary, America West Airlines, Inc., 4000 E. Sky Harbor Blvd., Phoenix, Arizona 85034; (480) 693-0800. In order to ensure timely delivery of the documents, please make any such request no later than five business days prior to the expiration of the exchange offer on                , 2001.

i

TABLE OF CONTENTS

		Page
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS			i
AVAILABLE INFORMATION			i
INCORPORATION OF DOCUMENTS BY REFERENCE			i
PROSPECTUS SUMMARY			1
	Financing the Acquisition of Aircraft		1
	The Certificates		2
CASH FLOW STRUCTURE			4
	Scheduled Payments and Special Payments		4
	Payment Rankings		5
	Liquidity Facilities for up to Three Consecutive Semi-Annual Interest Payments		5
	Policy Coverage on the Class G Certificates		6
	Purchase Rights		6
THE EQUIPMENT NOTES			6
	We Can Elect to Either Purchase or Lease Each Aircraft		6
	Redemption and Purchase		6
	Security		7
	Subordination		7
	Intercreditor Rights		7
THE EXCHANGE OFFER			7
ERISA CONSIDERATIONS			8
USE OF PROCEEDS			8
OUR COMPANY			8
RATIO OF EARNINGS TO FIXED CHARGES			9
RISK FACTORS			10
	Risk Factors Relating to the Certificates		10
	Risk Factors Relating to the Policy Provider		12
	Risk Factors Relating to America West and Industry Related Risks		13
SELECTED FINANCIAL DATA			16
THE EXCHANGE OFFER			18
	General		18
	The Exchange Offer		18
	Tendering Outstanding Certificates in the Exchange Offer		19
	Book-Entry Transfer		21
	Guaranteed Delivery Procedures		21
	Withdrawal of Tenders		21
	Conditions		22
	Exchange Agent		22
	Transferability of New Certificates		22
	Alternative Use of Shelf-Registration Statement		23
	Fees and Expenses		23

ii

		Page
REMAINING PROSPECTUS DISCLOSURE			25
THE PARTIES			25
THE FINANCING AGREEMENTS			25
DESCRIPTION OF THE NEW CERTIFICATES			27
	General		27
	Certificates Represent an Ownership Interest in the Corresponding Trust		27
	Trust Property for Each Trust		27
	Subordination		28
	Payments and Distributions		28
	Payments of Interest		28
	Payments of Principal		29
	Distribution of Scheduled Payments		29
	Distribution of Special Payments and Certain Policy Drawings		29
	Maintenance of Accounts		30
	Final Distribution		30
	Weekend or Holiday Distribution Date		30
	Pool Factors		30
	Pool Balance		30
	Pool Factor		31
	Aggregate Principal Amortization Schedule		31
	Reports to Certificateholders		32
	Indenture Events of Default and Certain Rights Upon an Indenture Event of Default		33
	Right to Cure		33
	Resignation of Trustee in the Event of a Conflict of Interest		34
	Consequence of Continuing Indenture Event of Default		34
	Notice to Certificateholders of Default		34
	Trustee Entitled to Security or Indemnity		35
	Rights of Certificateholders		35
	Defaults That May Not Be Waived		35
	Purchase Rights of Certificateholders		35
	Merger, Consolidation and Transfer of Assets		36
	Requirements for Consolidation, Merger or Transfer of Assets		36
	Modifications of the Pass Through Trust Agreements and Certain Other Agreements		36
	Basis for Amendments of the Pass Through Trust Agreements and Certain Other Agreements		36
	Amendments or Supplements That Require Consent of the Affected Holder		37
	Actions by Trustee Upon Receipt of Consent to Amend or Supplement Any Agreement		38
	Information Requested by Trustee from Certificateholders		38
	Obligation to Purchase Equipment Notes		38
	Mandatory Terms		39
	Requirements of the Mandatory Economic Terms		39
	Prohibited Modifications Under the Mandatory Document Terms		41

iii

		Page
	Liquidation of Original Trusts		42
	Termination of the Trusts		42
	The Trustees		42
	Book-Entry; Delivery and Form		43
DESCRIPTION OF THE DEPOSIT AGREEMENTS			44
	General		44
	Unused Deposits		44
	Distribution Upon Occurrence of Triggering Event		45
	Depositary		45
	Replacement of Depositary		45
DESCRIPTION OF THE ESCROW AGREEMENTS			46
DESCRIPTION OF THE LIQUIDITY FACILITIES			47
	General		47
	Drawings		47
	Reimbursement of Drawings		49
	Liquidity Events of Default		50
	Liquidity Provider		50
DESCRIPTION OF THE POLICY AND THE POLICY PROVIDER AGREEMENT			51
	The Policy		51
	Interest Drawings		51
	Proceeds Deficiency Drawing		51
	No Proceeds Drawing		51
	Final Policy Drawing		52
	Avoidance Drawing		52
	General		53
	The Policy Provider Agreement		54
DESCRIPTION OF THE INTERCREDITOR AGREEMENT			55
	Intercreditor Rights		55
	Priority of Distributions		56
	Voting of Equipment Notes		58
	The Subordination Agent		59
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS			60
	The Aircraft		60
	The Appraisals		60
	Deliveries of Aircraft		61
	Substitute Aircraft		61
	Bridge Financing		62
	Conversion Option		62
DESCRIPTION OF THE EQUIPMENT NOTES			63
	General		63
	Subordination		64

iv

		Page
	Principal and Interest Payments		64
	Redemption		65
	Security		66
	Loan to Value Ratios of Equipment Notes		67
	Limitation of Liability		68
	Indenture Events of Default; Notice and Waiver		69
	Remedies		70
	Modification of Indentures and Leases		72
	Indemnification		73
	The Leases and Certain Provisions of the Owned Aircraft Indentures		73
	Lease Term Rentals and Payments		73
	Net Lease; Maintenance		73
	Possession, Sublease and Transfer		73
	Registration		74
	Liens		74
	Replacement of Parts; Alterations		75
	Insurance		75
	Lease Termination		76
	Events of Loss		76
	Renewal and Purchase Options		78
	Events of Default under the Leases		78
	Remedies Exercisable Upon Events of Default Under the Lease		79
	Transfer of Owner Participant Interests		79
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES			80
ERISA CONSIDERATIONS			80
PLAN OF DISTRIBUTION			83
LEGAL MATTERS			83
EXPERTS			83
APPENDIX I — GLOSSARY OF TERMS			A-I-1
APPENDIX II — APPRAISAL LETTERS			A-II-1

v

PROSPECTUS SUMMARY

      •  This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of this exchange offer and the new certificates, read the entire prospectus and the exhibits to the registration statement of which this prospectus is a part.

      •  Throughout this prospectus, “we”, “us”, “America West” and the “Company” refer to America West Airlines, Inc. and “Holdings” refers to America West Holdings Corporation, our parent company.

      •  Please refer to the sections entitled “The Parties” and “The Financing Agreements” for a summary of the main parties and material agreements discussed in this prospectus.

Financing the Acquisition of Aircraft

      On May 17, 2000, we formed three new pass-through trusts:

•  the Class G trust, which issued face amount $325,143,000 of 7.10% Class G certificates;

•  the Class C trust, which issued face amount $57,021,000 of 8.37% Class C certificates; and

•  the Class D trust, which issued face amount $45,000,000 of Class D certificates, bearing interest at six-month LIBOR plus 3.20%.

Wilmington Trust Company is acting as trustee for each of these trusts. We are using the proceeds from the initial sale of the certificates to finance fourteen aircraft delivered or to be delivered to us between May 2001 and May 2002. Approximately $29.0 million of the proceeds was used on the issuance date of the certificates to refinance one aircraft which was delivered to us on May 9, 2001. Citibank, N.A., as depositary, took deposit of the remaining proceeds from the sale of the certificates. The trustee of each trust may withdraw the deposits to purchase equipment notes issued in connection with delivery and financing of each aircraft. Since May 17, 2001, approximately $203.0 million has been withdrawn to purchase equipment notes issued by us in connection with the mortgage financing of seven aircraft.

      The primary assets of each trust are the equipment notes of the related series issued in connection with separate aircraft financing transactions for each of the fourteen aircraft. The trust “passes through” to the holders of the certificates of that trust all payments of interest and principal paid on the equipment notes held in the trust. The three series of equipment notes reflect different interest rates and priority of payment. Each trust holds the equipment notes of a single series. The interest rates relating to each class of certificates correspond to the interest rate that accrues on the series of equipment notes held by the related trust.

      The equipment notes issued for each of the aircraft are being issued as part of either a separate mortgage financing or a separate leveraged lease financing for each of the aircraft. In each mortgage financing, we issue the related equipment notes. In each leveraged lease financing, a grantor trust, commonly known as an owner trust, acting on behalf of an equity investor is formed to acquire an aircraft, and that owner trust will lease that aircraft to us. A grantor trust, as used in these lease financings, is a trust established by the equity investor, as grantor, and a bank or trust company, as an owner trustee, where the grantor is treated as the owner of the property in the trust for income tax purposes. The issuance by the owner trust of Series G, Series C and Series D equipment notes helps finance a portion of such owner trust’s acquisition cost of its aircraft. Under this arrangement, the related trust uses the proceeds from the sale of each class of certificates to purchase the related series of equipment notes.

      If we lease an aircraft, the equipment notes issued for that aircraft will be secured by a security interest in that aircraft and by an assignment of rights under the lease of that aircraft to us, including the right to receive the rental payments under that lease that serve to pay the scheduled interest and principal on those equipment notes. If we elect to purchase an aircraft, the equipment notes issued for that aircraft will be secured by a security interest in that aircraft. In effect, the certificateholders hold interests in trusts that own equipment notes secured by each of the aircraft as well as the leases and rentals payable on these aircraft where we are the lessee.

1

The Certificates

      The certificates represent an ownership interest in the trust property of the trust that issued that particular class of certificates. A certificateholder’s interest in a trust is equal to the pro rata interest in the property of that trust equal to the ratio of the face amount of certificates owned by the holder to the aggregate face amount of all of the certificates issued by that trust. The chart below contains summary information about each class of certificates.

		Class G Certificates	Class C Certificates	Class D Certificates
Aggregate Face Amount		$325,143,000	$57,021,000	$45,000,000
Ratings:
	Moody’s	Aaa	Ba1	Ba3
	Standard & Poor’s	AAA	BBB+	BB
Initial Loan to Value (cumulative)(1)		50.9%	59.7%	66.0%
Expected Principal Distribution Window (in years)		0.4 – 19.9	0.4 – 5.9	0.9 – 4.4
Initial Average Life (in years from the Issuance Date)(2)		12.0	4.0	3.0
Regular Distribution Dates		April 2 and October 2	April 2 and October 2	April 2 and October 2
Final Expected Regular Distribution Date(2)		April 2, 2021	April 2, 2007	October 2, 2005
Final Legal Distribution Date(3)		October 2, 2022	October 2, 2008	October 2, 2005
Minimum Denomination		$100,000	$100,000	$100,000
Section 1110 Protection(4)		Yes	Yes	Yes
Liquidity Facility Coverage(5)		3 semiannual interest payments	3 semiannual interest payments	No
Policy Provider Coverage(6)		Yes	No	No

(1)	As in any secured financing, an important consideration for the lender is the amount of its loan relative to the value of the asset being financed. The greater the difference between the value and the loan amount, the more secure the lender will be because it can better suffer asset depreciation or distress sales if it must foreclose on the lien of its security. The initial loan to aircraft values measure the ratio of (a) in the case of the Class G certificates, the aggregate principal amount of Series  G equipment notes relating to all aircraft, in the case of the Class C certificates, the aggregate principal amount of Series G and Series C equipment notes relating to all aircraft, and in the case of the Class  D certificates, the aggregate principal amount of Series G, Series C and Series D equipment notes relating to all aircraft to (b) the aggregate appraised base value of all aircraft (determined based upon appraisals as of April 17, 2001, April 9, 2001 and April 30, 2001). These values are calculated as of October 2, 2002, the first regular distribution date after all aircraft are scheduled to have been delivered. In making such calculations, we have assumed that all aircraft are delivered prior to such date, all scheduled principal payments on the equipment notes have been made through such date, the maximum principal amount of equipment notes is issued and the aggregate appraised base value of all aircraft will be $592,714,600.
(2)	Equipment notes will mature on or before the final expected regular distribution date for the certificates issued by the trusts that own them.
(3)	The final legal distribution date for each of the Class G certificates and the Class C certificates is the final expected regular distribution date for that class of certificates plus eighteen months, which represents the maximum period the liquidity provider will service interest payments on such certificates. The eighteen month liquidity period is the period required by the rating agencies for transactions of this type and reflects the expected maximum time it should take to repossess and liquidate the aircraft collateral.

2

(4)	A loan trustee with respect to each aircraft has the benefit of Section 1110 of the U.S. Bankruptcy Code with respect to that aircraft, which will enable the loan trustee to take possession of that aircraft within 60 days of America West being a debtor under Chapter 11 of the U.S. Bankruptcy Code, unless we agree to perform all of our obligations under the related financing and cure all defaults other than those relating to our bankruptcy or financial condition.
(5)	If holders of Class G or Class C certificates do not receive regular payments of interest on the equipment notes, then Westdeutsche Landesbank Girozentrale, acting through its New York branch, as liquidity provider, will provide for the interest portion of those payments for up to three consecutive scheduled payments.
(6)	If Class G certificateholders do not receive payments of principal or interest relating to the Class G certificates, then Ambac Assurance Corporation, as policy provider, will pay to the Class G certificateholders the interest on each regular distribution date and the related outstanding Pool Balance no later than the Class G certificates’ final legal distribution date.

3

CASH FLOW STRUCTURE

      Set forth below is a diagram illustrating the structure for the offering of the certificates and certain cash flows.

(1)	Each leased aircraft is or will be subject to a separate lease and a related indenture and each owned aircraft is or will be subject to separate indenture.
(2)	The proceeds of the offering of the outstanding certificates (less any amount used to refinance aircraft on the issuance date of those certificates) are initially held in escrow and deposited with the depositary. The depositary holds such funds as interest-bearing deposits. Each trust withdraws funds from the deposits relating to such trust to purchase equipment notes from time to time as each aircraft is financed. The scheduled payments of interest on the equipment notes and on the deposits relating to that trust, taken together, are sufficient to pay accrued interest on the outstanding certificates of that trust. The liquidity facilities for the Class  G and Class C certificates do not cover interest on the deposits. If any funds remain as deposits with respect to any trust at the delivery period termination date, those funds will be withdrawn by the escrow agent and distributed to the holders of the certificates issued by that trust, together with accrued and unpaid interest on the certificates and a premium or a LIBOR breakage amount if applicable. No interest will accrue with respect to the deposits after they have been fully withdrawn.
(3)	The initial amount of the liquidity facility for each of the Class G and Class  C trusts covers three consecutive semiannual interest payments with respect to that trust, except that neither liquidity facility will cover interest payable by the depositary on the deposits relating to that trust. There is no liquidity facility for the Class D trust.

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(4)  The policy covers regular interest distributions and outstanding principal on the final legal distribution date, or earlier under some circumstances, relating to the Class G certificates but does not cover any premiums, default interest, withholding taxes or any other amounts payable with respect to the Class G certificates. The policy does not cover amounts payable with respect to the Class C or Class D certificates.

Scheduled Payments and Special Payments

      Scheduled payments on April 2 and October 2 are funded by interest payments due on the same dates for both the equipment notes and the deposits and principal payments due on the same dates for the equipment notes. In addition to scheduled payments, certificateholders may also receive special payments if, prior to scheduled maturity, we redeem, or the trustee purchases, the equipment notes from any of the trusts. Special payments, if due, would be made from the proceeds of redemptions and purchases of equipment notes within 20 days of the date that certificateholders receive notice that they are entitled to the payment. These special payments will be made up of the principal, interest and, in some instances, a premium and/or a LIBOR breakage amount (referred to as the “Break Amount”), if any, payable by us.

Payment Rankings

      Under the intercreditor agreement, Wilmington Trust Company, as subordination agent, will generally distribute regularly scheduled payments received on the equipment notes in the following order:

(1)	to the liquidity provider to cover any obligations or to reimburse or pay all amounts owing to it under each liquidity facility;
(2)	distributions due to Class G certificateholders;
(3)	certain obligations owing to the policy provider;
(4)	distributions due to Class C certificateholders;
(5)	certain additional obligations owing to the policy provider;
(6)	distributions due to Class D certificateholders; and
(7)	fees and expenses to the subordination agent and the trustees.

      If a Triggering Event occurs, the subordination agent will not distribute payments received on the equipment notes to the holders of Class G, Class C or Class D certificates until prior obligations are paid, including administrative expenses and obligations to the liquidity provider and policy provider. Payments made by the liquidity provider and the policy provider are not subject to the subordination provisions of the intercreditor agreement.

      For a more detailed description of the distribution of payments received with respect to the equipment notes, see “Description of the Intercreditor Agreement — Priority of Distributions.”

Liquidity Facilities for up to Three Consecutive Semi-Annual Interest Payments

      The liquidity facilities for the Class G and Class C certificates are intended to enhance the likelihood that certificateholders will receive the interest payable on the certificates. Westdeutsche Landesbank Girozentrale, acting through its New York branch, is the liquidity provider of the liquidity facilities. If the Class G or Class C certificateholders do not receive regular payments of interest on the Class G or Class C certificates, the liquidity provider will provide for the interest portion of the payments for up to three consecutive semi-annual interest payments. There is no liquidity facility for the Class D certificates.

      We refer to the funds that the liquidity provider advances to the subordination agent, to make these payments as “Interest Drawings.” These Interest Drawings cannot be used to fund any principal or premium payments relating to the certificates. Additionally, when the liquidity provider makes an Interest Drawing, the subordination agent is obligated to reimburse the liquidity provider for the full amount of the Interest Drawing plus interest ahead of the certificateholders, to the extent funds are available.

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Policy Coverage on the Class G Certificates

      Ambac Assurance Corporation, the policy provider, has issued an insurance policy to support the payment of interest relating to the Class G certificates on each regular distribution date and the payment of principal on the final legal distribution date of the Class G certificates (or earlier under some circumstances). The policy does not cover any amounts payable on the Class C or Class D certificates. The policy provider may be in a position to take actions that are detrimental to the holders of the Class C or Class D certificates.

      The policy does not cover any of the following:

(1)	shortfalls attributable to the subordination agent, the Class G trust or the Class G trustee for withholding taxes;
(2)	any premiums or prepayment or other acceleration payment payable in respect of the Class G certificates; nor
(3)	any failure of the subordination agent or the Class G trustee to make any payment due to the holders of the Class G certificates from the funds received.

      For a more detailed description of the policy and the limitations of its coverage, see “Description of the Policy and the Policy Provider Agreement” and “Risk Factors — Risk Factors Relating to the Policy Provider.”

Purchase Rights

      If we are in bankruptcy or certain other specified events have occurred, the Class C certificateholders will have the right, within 180 days, to purchase all of the Class G certificates, and the Class D certificateholders will have the right, within 180 days, to purchase all of the Class G and Class C certificates. Whether or not these rights are exercised, the policy provider will then have the right to purchase all of the Class G certificates. The purchase price will be the outstanding balance of the applicable class of certificates plus accrued and unpaid interest.

THE EQUIPMENT NOTES

      Each trust has withdrawn and will withdraw funds from the escrow account relating to that trust to acquire equipment notes to finance the acquisition of aircraft. These are referred to as the Series G equipment notes, the Series C equipment notes and the Series D equipment notes. Each trust has purchased and will purchase the series of equipment notes that have identical interest rates to the certificates issued by that trust.

We Can Elect to Either Purchase or Lease Each Aircraft

      We can elect to either purchase or lease each aircraft. If we elect to purchase an aircraft, we issue the equipment notes used to fund the purchase of that owned aircraft. If we elect to lease an aircraft, an owner trust issues the equipment notes used to fund the purchase of that aircraft and leases that aircraft to us.

      All of the aircraft financed as of the date hereof with the proceeds of the certificates have been purchased by us.

Redemption and Purchase

      If an aircraft is destroyed or its normal use is otherwise significantly disrupted, we may cause that aircraft to be replaced or we may redeem, or cause to be redeemed, the equipment notes issued for that aircraft. The redemption price in this case would be equal to the aggregate unpaid principal amount of the applicable equipment notes, together with accrued interest and, in the case of the Series D equipment notes, any Break Amount, but without a premium. The issuer of the equipment notes, in connection with a prepayment, refinancing or, in the case of a leased aircraft, termination for obsolescence, may also redeem at any time the equipment notes at a price equal to the aggregate unpaid principal amount of those notes, together with accrued interest and a premium, in the case of the Series G and Series C equipment notes, and Break Amount, if any, in the case of the Series D equipment notes, and only in the case of a voluntary redemption

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occurring before January 1, 2002, a premium on the Series D equipment notes equal to 1% of the aggregate unpaid principal amount of those Series D equipment notes. The issuer of Series D equipment notes may also redeem at any time the Series D equipment notes with respect to any aircraft, without a redemption of Series G or Series C equipment notes issued with respect to that aircraft, at a price equal to the aggregate unpaid principal amount of those notes, together with accrued interest and Break Amount, if any and, if such redemption occurs before January 1, 2002, a premium equal to 1% of the aggregate unpaid principal amount of such Series D equipment notes; provided that no default or event of default under any indenture has occurred and is continuing. Additionally, in the case of a leased aircraft, an owner trustee or an affiliated entity may purchase all of the equipment notes issued for an aircraft if we default on our lease obligations. The purchase price if we default would be equal to the aggregate unpaid principal amount of these notes, together with accrued interest and, in the case of the Series D equipment notes, Break Amount, if any, and, in limited circumstances for the Series G or Series C equipment notes, a premium. Any redemption would result in a special payment to the certificateholders. Series D equipment notes may be re-issued with respect to any aircraft, subject to certain conditions as described in “Description of the Equipment Notes — Redemption.”

Security

      Each equipment note is secured by a security interest in the aircraft financed by that equipment note and, in the case of a leased aircraft, by an assignment of rights under the lease related to that aircraft, but not by a security interest in any other aircraft or an assignment of rights under the lease related to any other aircraft. In addition, any default that occurs under any indenture or lease will only affect that indenture or lease and will not affect any other indenture or lease. An indenture is the agreement governing the issuance of the equipment notes and granting the security interest in an aircraft.

Subordination

      The Series C equipment notes are subordinate to the Series G equipment notes and the Series D equipment notes are subordinate to the Series C equipment notes. In effect, this means that on each payment date under an indenture the principal of and interest on Series G equipment notes will be paid before similar payments are made on Series C and Series D equipment notes and principal of and interest on Series C equipment notes will be paid before similar payments are made on the Series D equipment notes. Additionally, as described in “Risk Factors Relating to the Certificates,” if there is a default on the equipment notes, the holders of Class C and Class D certificates may not receive the full amount of payments that they are due to receive.

Intercreditor Rights

      In general, holders of a majority of the outstanding principal of equipment notes issued under a particular indenture will direct the applicable loan trustee as to whether or not to take any actions in connection with that indenture. If an event of default under an indenture occurs, until the event of default is cured, the Controlling Party under the intercreditor agreement will direct the applicable loan trustee regarding any action taken under that indenture. These actions may include accelerating and selling all but not less than all of the equipment notes issued under that indenture.

      For a more detailed discussion of the selection and powers of the Controlling Party, see “Description of the Intercreditor Agreement — Intercreditor Rights — Controlling Party” and for the related risks, see “Risk Factors Relating to the Certificates — If an indenture event of default occurs and is continuing, the Controlling Party may not protect or maximize the financial interests of certificateholders.”

THE EXCHANGE OFFER

      The May 2001 sale by the pass through trusts of the outstanding certificates to Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc., and Tokyo-Mitsubishi International plc and the resale by these initial purchasers of the outstanding certificates to institutional investors, were exempt from registration requirements of the SEC but, as a result, the outstanding certificates are not freely tradable. By registering the new certificates with the SEC, certificateholders can

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exchange their outstanding certificates for new certificates that have the same financial terms as the outstanding certificates and in an equal principal amount. The main difference is that the new certificates, by being registered with the SEC, will be free of the transfer restrictions currently imposed on the outstanding certificates.

      To participate in the exchange offer, certificateholders must deliver their outstanding certificates for exchange no later than 5:00 p.m., New York time, on             , 2001. This expiration date may be extended under some circumstances. Certificateholders must also deliver a completed and signed letter of transmittal with tender of their outstanding certificates. A letter of transmittal has been sent to certificateholders and a form can be found as an exhibit to the registration statement filed with the SEC. For a more complete description of the procedures for participating in the exchange offer, see “The Exchange Offer.”

ERISA CONSIDERATIONS

      If you acquire a certificate, you will be deemed to have represented that either (a) you have not used assets of an employee benefit plan or an individual retirement account to purchase that certificate or (b) your purchase and holding of that certificate are exempt from the prohibited transaction restrictions of the Employee Retirement Income Security Act of 1974, as amended, and/or the Internal Revenue Code of 1986, as amended. For a more complete description of ERISA matters, see “ERISA Considerations.”

USE OF PROCEEDS

      There will be no cash proceeds payable to us as a result of the issuance of new certificates in the exchange offer. Proceeds from the sale of the outstanding certificates are being used by the trusts to purchase equipment notes issued to finance or refinance the acquisition of fourteen new aircraft delivered or to be delivered between May 2001 and May 2002.

OUR COMPANY

      We are the eighth largest commercial airline carrier in the United States with operations centered around our principal hubs in Phoenix and Las Vegas and a mini-hub in Columbus, Ohio. As of June 30, 2001, we operated a fleet of 142 aircraft and served 60 destinations in North America, including seven in Mexico and two in Canada. In 2000, we reported approximately $2.3 billion in revenues, an increase in annual revenues of 6.7% over revenues reported in 1999 and 31.7% over those reported in 1996.

      We are the leading airline serving Phoenix based on available seat miles and takeoffs and landings and we rank second among the leading airlines serving Las Vegas based on the same measures. Available seat miles is an airline industry measurement of capacity. It represents one seat flown one mile. We believe that the success of our operations in Phoenix and Las Vegas is in part due to those cities’ airports being among the world’s largest 25 in passenger numbers and those cities being among the fastest growing in the nation. In addition, we believe that our principal hub in Phoenix is currently under-served with respect to flight frequency and provides significant growth opportunities.

      On July 18, 2001, we reported a second quarter net loss of $43.3 million and an operating loss of $55.8 million, compared to net income of $28.3 million and operating income of the $49.3 million for the second quarter of 2000. Exclusive of special charges relating to the cost reduction plan, the second quarter net loss was $21.1 million. For the six months ended June 30, 2001, we reported a net loss of $56.4 million and an operating loss of $81.1 million, compared to net income of $43.8 million and operating income of $61.1 million for the six months ended June 30, 2000. Excluding special charges, net loss for the first six months of 2001 was $34.2 million. Net income declined from the second quarter of 2000 due to a softening economy, a 10.0%, or $8.3 million year-over-year increase in fuel costs and much smaller book income tax credits than would be anticipated using effective tax rates used in prior periods. In addition, during the second quarter of 2001, passenger yields fell 8% to 10.52 cents due to a dramatic, industry-wide decline in business travel.

      Earlier this year, we announced a cost reduction plan to respond to a softening economy. The plan includes significant reductions in overhead resulting from select reductions-in-force of management, administrative and clerical personnel and a slowing of America West’s growth through the return of seven older

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737-300 leased aircraft to the lessors in the second half of 2001 through the first quarter of 2002. We expect these measures to reduce our annual expense base by $75 million and capital spending by $25 million. As a result of these cost reduction initiatives, we took a second quarter pre-tax charge of $35.7 million related to earlier than planned return of aircraft and severance expenses following a reduction-in-force.

      Effective September 1, 2001, William A. Franke resigned from his positions as a director, Chief Executive Officer and employee of America West and Holdings and W. Douglas Parker was elected to succeed Mr. Franke as America West’s and Holdings’ Chairman and Chief Executive Officer. On September 10, 2001, Bernard L. Han was elected Executive Vice President and Chief Financial Officer of both companies, replacing Thomas K. MacGillivray, who is leaving the companies, as chief financial officer. In addition, Stephen L. Johnson was elected Executive Vice President — Corporate for both companies, J. Scott Kirby was elected Executive Vice President of Sales and Marketing and Jeffrey McClelland was promoted to Executive Vice President of Operations for America West.

      We are a Delaware corporation. Our executive offices are located at 4000 E. Sky Harbor Boulevard, Phoenix, Arizona 85034, and our telephone number is (480) 693-0800.

RATIO OF EARNINGS TO FIXED CHARGES

      The ratio of earnings to fixed charges for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, was 1.03, 2.23, 2.20, 1.98 and 1.24 respectively. The ratio of earnings to fixed charges for the six months ended June 30, 2000 was 1.86. Earnings were inadequate to cover fixed charges by $90.0 million for the six months ended June 30, 2001.

      For purposes of calculating this ratio, earnings consist of earnings before taxes, minority interest and extraordinary items plus interest expense (net of capitalized interest), the portion of rental expense deemed representative of the interest expense and amortization of previously capitalized interest. Fixed charges consist of interest expense and the portion of rental expense representative of interest expense.

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RISK FACTORS

Risk Factors Relating to the Certificates

      Because the appraisal values may not reflect the realizable value of the aircraft, the proceeds from the sale of the aircraft may not be sufficient to pay all of the certificateholders.

      You should not rely on the appraisal values as an indicator of the value that will be realized if the aircraft are sold. We cannot assure you that the proceeds from a sale or other means of disposal of an aircraft will be sufficient to fully fund payments due to certificateholders. The assumptions and methodologies used by the three independent aircraft appraisal companies described in the appraisals annexed at Appendix II of this prospectus may differ from the assumptions and methodologies of other appraisal companies, which could produce very different values for the aircraft. An appraisal is only an estimate of value and is not necessarily an accurate indication of how much we will pay to purchase an aircraft. In addition, the realizable value of the aircraft if any remedies are pursued under the indenture related to that aircraft following an event of default may depend on the supply and condition of other available aircraft, the supply of buyers and general economic conditions.

      Additionally, because the equipment notes are not cross-collateralized, proceeds from the sale of an aircraft in excess of the amounts due on equipment notes related to that aircraft will not be available to cover losses, if any, on any other equipment notes.

      The holders of junior classes of certificates may not receive the full amount of payments that they are due to receive because their right to payments on the related series of equipment notes is subordinate to the senior classes of certificates.

      The Class C certificates will rank junior to the Class G certificates and the Class D certificates will rank junior to the Class G and Class C certificates. Holders of junior classes of certificates will not receive payments on those certificates until holders of the senior classes of certificates receive the amounts due to them. In addition, upon a default on a series of equipment notes, the subordination agent may be required to distribute payments received on one or more junior series of equipment notes to the holders of one or more senior classes of certificates. In this situation, the remaining junior series of equipment notes may not earn enough interest to fully fund distributions due to the holders of the corresponding class of certificates. Accordingly, if there is a default on equipment notes, the holders of Class C and Class D certificates may not receive the full amount of payments that they are due to receive, even if the equipment notes are eventually paid in full.

      If the Series D equipment notes are redeemed, the holders of Class G and Class C certificates will have less of, or will no longer have, the benefits of cross-subordination provided by the Class D certificates.

      By virtue of the intercreditor agreement, the equipment notes are cross-subordinated. This means that payments received on a junior series of equipment notes relating to one aircraft may be applied according to the priority of payment provisions in the intercreditor agreement to make payments relating to a more senior class of certificates. Under certain circumstances, we have the right to cause the redemption of all of the Series D equipment notes with respect to any or all aircraft. If the Series D equipment notes with respect to less than all aircraft are redeemed, the Class G and Class C certificateholders will have less of the benefits of the cross-subordination provided by the Class D certificates. If all of the Series D equipment notes with respect to all aircraft are redeemed, final distributions would be made on the Class D certificates. In such event, the Class G and Class C certificateholders will no longer have the benefits of the cross-subordination provided by the existence of the Class D certificates.

      There is no liquidity facility for the Class D trust.

      While the certificates issued by the Class G and Class C trusts will have the benefit of separate liquidity facilities which cover certain interest payments, the certificates issued by the Class D trust will not have the benefit of any liquidity facility.

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      If an indenture event of default occurs and is continuing, the Controlling Party may not protect or maximize the financial interests of certificateholders.

      The Controlling Party refers to the party that can control decisions regarding the exercise of remedies if an indenture event of default occurs and is continuing. During a continuing indenture event of default, the Controlling Party can direct the subordination agent to sell any or all of the equipment notes, instruct the loan trustee under the applicable indenture to accelerate the equipment notes issued under that indenture and direct the foreclosure of the lien created under the indenture. The actions taken by the Controlling Party in these circumstances may not protect or maximize the financial interests of the holders of one or more classes of certificates. For example, if the Controlling Party directs the sale of the equipment notes, the proceeds from the sale may not be sufficient to cover Expected Distributions on the certificates. This is because the market for equipment notes may be limited at any given time and the Controlling Party may not obtain prices necessary to cover the expected distribution on the certificates. If proceeds from the sale of equipment notes are insufficient to cover Expected Distributions, certificateholders will not have any claim for the shortfall against us. In addition, if the Controlling Party directs the sale of any aircraft in connection with the foreclosure of the lien on such aircraft, the proceeds from such sale may not be sufficient to cover Expected Distributions on the certificates.

      Owner participants could control aircraft-related matters to the exclusion of the loan trustees.

      Owner participants acting as the grantor in the grantor trusts that own the aircraft financed as leveraged leases have the right to request that revisions be made to transaction documents. Additionally, prior to a default under the applicable indenture, the owner participant will be able to approve the selection of counsel that will furnish legal opinions and any appraisers or accountants. The owner participants can take these actions even if the actions run counter to the loan trustee’s or the certificateholders’ interests. An owner participant also will have the right to approve the sublease of an aircraft to sublessees not otherwise qualified under certain criteria in the related lease, subject to certain conditions in that lease, and to approve the bill of sale used if any aircraft is ever substituted after an Event of Loss.

      The ratings of the certificates may be lowered or withdrawn by the rating agencies.

      At the time of initial issuance, the Class G certificates were rated Aaa by Moody’s and AAA by Standard & Poor’s, the outstanding Class C certificates were rated Ba1 by Moody’s and BBB+ by Standard & Poor’s and the outstanding Class D certificates were rated Ba3 by Moody’s and BB by Standard & Poor’s. A rating is not a recommendation to purchase, hold or sell certificates, inasmuch as the rating does not address market price or suitability for a particular investor. A rating may not remain for any given period of time and may be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances in the future so warrant, including the downgrading of us, the depositary, the policy provider, in the case of the Class G certificates, or the liquidity provider, in the case of the Class G and Class C certificates.

      The rating of the certificates is based primarily on the default risk of the equipment notes, the policy provider, in the case of the Class G certificates, the depositary, the availability of (i) the liquidity facility for the benefit of holders of the Class G and Class C certificates and (ii) the policy for the benefit of holders of the Class G certificates, the collateral value provided by the aircraft relating to the equipment notes and the subordination provisions applicable to the certificates. Standard & Poor’s has indicated that its rating applies to a unit consisting of the certificates representing the trust property and escrow receipts initially representing undivided interests in certain rights to $427,164,000 of deposits. Amounts deposited under the escrow agreements are not our property and are not entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code. Neither the certificates nor the escrow receipts may be separately assigned or transferred.

      If not all of the funds held in escrow as deposits are used to purchase equipment notes, unused deposits will be distributed to the certificateholders of the applicable trust.

      Under certain circumstances, less than all of the funds held in escrow as deposits may be used to purchase equipment notes by the established deadline. See “Description of the Deposit Agreements — Unused Deposits.” If any funds remain as deposits with respect to any trust after the deadline, they will be withdrawn by the escrow agent for that trust and distributed, with accrued and unpaid interest, with, in the case of

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Class G and Class C certificates, a premium, if any, and, in the case of the Class D certificates, a Break Amount, if any, to the certificateholders of that trust. Under certain circumstances described in “Description of the Deposit Agreements — Unused Deposits,” the premium may not be payable. Since the Maximum Principal Amount of equipment notes may not be issued with respect to an aircraft and, in any such case, the Series C and/or Series D equipment notes are more likely not to be issued in the Maximum Principal Amount as compared to the Series G equipment notes, it is more likely that a distribution of unused deposits will be made with respect to the Class C and/or Class D certificates as compared to the Class G certificates. See “Description of the Deposit Agreements — Unused Deposits.”

      If a secondary market for the certificates does not develop, you may not be able to resell any of your certificates.

      Prior to this offering, there has been no public market for the certificates. Neither we nor any trust intends to apply for listing of the certificates on any securities exchange or otherwise. The initial purchasers may assist in resales of certificates, but they are not required to do so. A secondary market for the certificates may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your certificates.

Risk Factors Relating to the Policy Provider

      If the financial condition of the policy provider declines, the rating on the Class G certificates may decline.

      The “AAA” rating by Standard & Poor’s and the “Aaa” rating by Moody’s of the Class G certificates are based, primarily, on the existence of an insurance policy that insures the complete and timely payment of interest relating to the Class G certificates on each regular distribution date and the payment of outstanding principal on or in some cases before the final legal distribution date. Ambac Assurance Corporation, the policy provider, issued the policy. If the policy provider’s financial condition declines or if it becomes insolvent, the subordination agent may be unable to recover the full amount due under the policy. Additionally, a decline or insolvency could lead Standard & Poor’s or Moody’s to downgrade the ratings of the Class G certificates because of a concern that the policy provider may be unable to make payments to the holders of the Class G certificates under the policy. For information on the financial information generally available relating to the policy provider, see “Description of the Policy and the Policy Provider Agreement — The Policy.”

      Policy protection is limited because the policy will generally cover principal payments only on the final legal distribution date for the Class G certificates.

      Although the subordination agent may make drawings under the policy for interest payments on each regular distribution date, the subordination agent generally may not make drawings for principal payments until the final legal distribution date for the Class G certificates except in certain limited circumstances. This limits the protection afforded to holders of Class G certificates by the policy.

      There is no policy protecting payments relating to the Class C or Class D certificates.

      The policy will provide no coverage for the Class C or Class D certificates. The policy’s support on interest payments and principal payments will be limited to the Class G certificates and, as a result, the policy will only run to the benefit of the holders of the Class G certificates.

      If the policy provider is the Controlling Party, it may take actions that are beneficial to the policy provider and the holders of the Class G certificates but detrimental to the holders of the Class C and Class D certificates.

      If an indenture event of default occurs and is continuing and the policy provider is the Controlling Party, the policy provider will generally be able to direct the exercise of all remedies. The policy provider will be the Controlling Party unless the policy provider defaults or the liquidity provider has the right to become the Controlling Party. As the Controlling Party, the policy provider will be in a position to take actions that are beneficial to the policy provider and the holders of the Class G certificates but detrimental to the holders of the Class C and Class D certificates.

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Risk Factors Relating to America West and Industry Related Risks

      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 five aircraft completed since June 2001 in an aggregate principal amount of $145.0 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 and 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. 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.

      Terrorist attacks may negatively impact our revenues and costs.

      The terrorist attacks on the World Trade Center in New York and the Pentagon in Washington, D.C. using hijacked commercial aircraft have been highly publicized. The impacts that these events may have on the airline industry in general, and America West in particular, are not known at this time, but are expected to include negative impacts on revenues due to airport closures in the short term and reduced demand for travel in the near and mid terms until public confidence in the air transportation system is restored, and also on costs due to enhanced security measures and related government directives.

      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

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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.

      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

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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 further 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.”

      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.

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SELECTED FINANCIAL DATA

      The selected data presented below under the captions “Statement of Operations Data” and “Balance Sheet Data” as of and for (i) the years ended December 31, 2000, 1999, 1998, 1997 and 1996 are derived from the financial statements of America West, which financial statement have been audited by KPMG LLP, independent certified public accountants and (ii) the six month periods ended June 30, 2001 and 2000 are derived from the unaudited condensed financial statements of America West. In the opinion of management, unaudited condensed financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation. Operating results for the six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. The financial statements as of December 31, 2000 and 1999 and for each of the years in the three-year period ended December 31, 2000, and the report of KPMG LLP thereon, are incorporated by reference in this prospectus.

			Six Months Ended
			June 30,						Year Ended December 31,
			2001			2000			2000			1999			1998			1997			1996
			(unaudited)
			(Dollars in thousands)
Statement of Operations Data:
Operating Revenues:
	Passenger		$	1,100,194		$	1,090,533		$	2,179,811		$	2,028,223		$	1,858,551		$	1,764,206		$	1,637,762
	Cargo			19,760			19,427			37,377			41,936			45,551			51,699			46,519
	Other			30,962			39,738			73,683			76,796			64,612			59,051			55,245
		Total operating revenues		1,150,916			1,149,698			2,290,871			2,146,955			1,968,714			1,874,956			1,739,526
Operating expenses:
	Salaries and related costs			295,312			266,381			556,906			498,490			448,049			418,212			385,840
	Aircraft rents			176,880			160,959			331,005			277,326			244,088			223,423			202,237
	Other rents and landing fees			70,189			62,049			130,679			122,034			119,089			119,470			111,947
	Aircraft fuel			192,899			158,859			373,313			220,380			194,360			243,423			233,522
	Agency commissions			45,556			45,223			86,469			114,742			117,483			151,293			133,015
	Aircraft maintenance materials and repairs			130,468			121,720			258,432			218,319			182,844			146,618			125,768
	Depreciation and amortization			30,071			26,446			54,313			48,442			49,026			48,590			52,937
	Amortization of excess reorganization value			9,948			9,948			19,896			19,896			19,896			23,776			25,263
	Special charges(a)			35,695			—			—			—			—			—			65,098
	Other			244,997			236,983			492,596			429,425			396,033			337,578			335,233
		Total operating expenses		1,232,015			1,088,568			2,303,609			1,949,054			1,770,868			1,712,383			1,670,860
Operating income (loss)				(81,099	)		61,130			(12,738	)		197,901			197,846			162,573			68,666
Non-operating income (expenses):
	Interest income			11,541			10,060			23,706			19,593			20,682			17,432			12,861
	Interest expense, net			(13,785	)		(11,382	)		(22,939	)		(29,352	)		(33,807	)		(39,110	)		(46,866	)
	Gain on sale of investment			—			15,515			24,359			11,933			—			—			—
	Other, net			391			961			2,753			899			(164	)		(222	)		(168	)
		Total non-operating income (expenses), net		(1,853	)		15,154			27,879			3,073			(13,289	)		(21,900	)		(34,173	)
Income (loss) before income taxes and extraordinary items				(82,952	)		76,284			15,141			200,974			184,557			140,673			34,493
Income taxes (benefit)				(26,600	)		32,499			15,670			84,352			81,541			65,343			24,883
Income (loss) before extraordinary items				(56,352	)		43,785			(529	)		116,622			103,016			75,330			9,610
Extraordinary items, net of tax(b)				—			—			—			—			—			—			(1,105	)
Net Income (loss)				(56,352	)		43,785			(529	)		116,622			103,016			75,330			8,505

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		Six Months Ended
		June 30,				Year Ended December 31,
		2001		2000		2000		1999		1998		1997		1996
		(unaudited)
		(Dollars in thousands)
Balance Sheet Data (at end of period):
Assets:
	Current assets	$	659,126	$	686,679	$	671,168	$	554,741	$	402,558	$	323,828	$	351,813
	Net Property and equipment		814,676		757,660		750,392		700,149		759,016		695,372		670,594
	Other assets		348,569		383,343		363,913		408,605		433,070		528,131		575,270
Total assets			1,822,371		1,827,682		1,785,473		1,663,495		1,594,644		1,547,331		1,597,677
Liabilities:
	Current liabilities		656,351		622,640		615,791		489,915		506,914		485,284		522,720
	Long-term debt, less current maturities		196,520		150,240		145,578		155,168		207,906		272,760		330,148
	Deferred credits and other liabilities		101,618		97,780		99,308		105,175		110,599		104,519		122,029
	Deferred tax liability, net		41,959		30,768		42,856		30,768		—		—		—
Total stockholder’s equity			825,923		926,254		881,940		882,469		769,225		684,768		622,780

(a)

Reflects (i) a $35.7 million special charge related to the earlier than planned return of aircraft and severance expenses following a reduction-in-force in 2001 and (ii) a $65.1 million nonrecurring charge relating to America West’s negotiation of its AVSA, S.A.R.L. aircraft purchase agreement and writedown of certain aircraft related inventory and equipment and underutilized facilities as well as certain other adjustments in 1996. The special charges increased cost per available seat mile by .26 cents for the six months ended June 30, 2001 and .30 cents for the year ended December 31, 1996.

(b)

Includes an extraordinary loss of $1.1 million in 1996 resulting from the partial prepayment of its 10 3/4% senior unsecured Notes.

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THE EXCHANGE OFFER

      This section summarizes the key elements of the exchange offer. It also summarizes key provisions of the exchange and registration rights agreement we entered into with the trustees and the initial purchasers of the outstanding certificates, which we filed as an exhibit to the registration statement of which this prospectus is a part.

General

      Under the registration rights agreement, we agreed, at no cost to the certificateholders, to register certificates with the SEC to allow holders to freely transfer the certificates. This registration event would take one of two forms set forth below:

(1)

Exchange Offer Registration Statement. An exchange offer would allow holders to exchange the outstanding certificates for new certificates, which will have terms identical in all material respects to the outstanding certificates, except that the new certificates will not contain transfer restrictions or interest rate increases as described below and the new certificates will be available only in book-entry form.

(2)

Shelf Registration Statement. Alternatively, we agreed to register the outstanding certificates for resale through a shelf registration statement if:

(a)	any changes in law or applicable interpretations of the staff of the SEC would not permit us to effect the exchange offer,
(b)	the exchange offer is not completed within 210 days after we issued the outstanding certificates, which was May 17, 2001, or
(c)	holders who are not eligible to participate in the exchange offer request that we do so.

      If we fail to complete the exchange offer or, alternatively, to have a shelf registration statement declared effective within 210 calendar days of May 17, 2001, the annual interest rate on the equipment notes and deposits will be increased by 0.50% from the 210th day until either the exchange offer is completed, a shelf registration statement is declared effective or the date on which all of the outstanding certificates are transferable by holders (other than our affiliates or former affiliates) without further registration.

      If during any 12-month period the shelf registration statement ceases to be effective for more than 60 days, whether or not consecutive, the annual interest rate on the equipment notes and, if applicable, the deposits will be increased by 0.50% from the 61st day after the shelf registration statement ceases to be effective until the shelf registration statement again becomes effective.

The Exchange Offer

      We agreed to register new certificates with the SEC to allow holders of all outstanding certificates to exchange their certificates for the new certificates. This prospectus, together with a letter of transmittal, a copy of our Annual Report on Form 10-K for the year ended December 31, 2000 and a copy of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, is being sent to all registered holders of outstanding certificates as of           , to allow holders to exchange their outstanding certificates.

      Our Obligations to Effect an Exchange Offer:

(1)	File a registration statement to register the new certificates by September 15, 2001;
(2)	Cause the registration statement to become effective by November 14, 2001;
(3)	Keep the registration statement effective while the exchange offer is open, which must be no fewer than 30 days; and
(4)	Complete the exchange offer by December 14, 2001.

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      The exchange offer will commence upon effectiveness of the registration and terminate 30 calendar days after the exchange offer commences, unless extended. We have the sole discretion to extend the exchange offer by notifying the exchange agent and mailing an announcement of the extension to the holders of outstanding certificates.

      We have the right to delay acceptance of any outstanding certificates in the exchange offer, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of outstanding certificates not previously accepted if any of the conditions set forth under “— Conditions” occur. We can also amend the terms of the exchange offer in any manner we deem advantageous to the holders of the outstanding certificates. We will notify the exchange agent as promptly as practicable in the event of any delay in acceptance, extension, termination or amendment. If the exchange offer is amended in a manner we determine is a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of the outstanding certificates of the amendment. We have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

      With some exceptions, holders of outstanding certificates who do not exchange their outstanding certificates for new certificates in the exchange offer will no longer be entitled to registration rights. They will also not be able to offer or sell their outstanding certificates unless the outstanding certificates are subsequently registered with the SEC or transferred in a transaction exempt from the Securities Act of 1933 and applicable state securities laws. After the exchange offer is completed, we will not generally be required to subsequently register the outstanding certificates.

Tendering Outstanding Certificates in the Exchange Offer

      Only a holder of outstanding certificates may tender certificates in the exchange offer. The term “holder” here refers to any person in whose name outstanding certificates are registered on our books or any other person who has obtained a properly completed bond power from the registered holder. Any beneficial owner of outstanding certificates registered in the name of a broker, dealer, commercial bank, trust company or other nominee who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on his behalf. If a beneficial owner wants to tender on his own behalf, he must, prior to completing and executing a letter of transmittal and delivering his outstanding certificates, either make appropriate arrangements to register ownership of the outstanding certificates in his name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

      Subject to the conditions set forth under “— Conditions,” we will accept for exchange all outstanding certificates validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the date the exchange offer expires. Outstanding certificates may be tendered only in integral multiples of $1,000. There is no minimum principal amount of outstanding certificates that must be tendered in order for the exchange offer to take place. The tender by a holder of outstanding certificates will constitute an agreement between the holder and the Company in accordance with the letter of transmittal.

      Upon satisfaction or waiver of all of the conditions to the exchange offer, all outstanding certificates properly tendered will be accepted and the new certificates will be issued promptly after acceptance of the outstanding certificates. The exchange agent will act as agent for the tendering holders of outstanding certificates for the purposes of receiving the new certificates and delivering new certificates to such holders. Any new certificates issued will be of the same class and for an equal face amount as the outstanding certificates tendered. For purposes of the exchange offer, outstanding certificates will be deemed to have been accepted for exchange when, as and if we have given oral or written notice thereof to the exchange agent.

      Requirements for Tendering Outstanding Certificates in the Exchange Offer:

(1)  Complete, sign and date the letter of transmittal or a facsimile thereof. The letter of transmittal will be mailed to registered holders with a copy of this prospectus.

(a)  Guaranteed Signatures May Be Required. Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered

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national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 unless the outstanding certificates are tendered by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or for the account of an eligible guarantor institution.

(b)

Bond Powers May be Required. If the letter of transmittal is signed by a person other than the registered holder of any outstanding certificates, the outstanding certificates must be endorsed or accompanied by bond powers and a proxy that authorizes such person to tender the outstanding certificates on behalf of the registered holder, in each case as the name of the registered holder or holders appears on the outstanding certificates.

(c)

Fiduciaries Should Identify Themselves. If the letter of transmittal or any outstanding certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, evidence satisfactory to us, of their authority to so act must be submitted with the letter of transmittal.

(2)	Mail or otherwise deliver the completed letter of transmittal, and any other items noted below, to the exchange agent by 5:00 p.m., New York City time, on or before the date the exchange offer expires. No items should be sent to us.
(3)	Any of the three methods discussed below can be used to deliver the certificates representing the outstanding certificates to the exchange agent on or before the date the exchange offer expires. The method of delivery is up to the holder, who bears the risk of non-delivery.

(a)	Send the actual certificates representing the outstanding certificates to the exchange agent with the letter of transmittal. If delivery is by mail, insured registered mail is recommended.
(b)	If available, make a book-entry delivery of the outstanding certificates into the exchange agent’s account at The Depository Trust Company, or DTC. Certain brokers, dealers, commercial banks, trust companies and other nominees who hold outstanding certificates through DTC must tender their certificates in this way. Beneficial owners of outstanding certificates registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender outstanding certificates in the exchange offer.
(c)	Holders who cannot deliver their outstanding certificates or who cannot complete the procedures for delivery by book-entry transfer of the outstanding certificates on or before the date the exchange offer expires, must, in order to participate in the exchange offer, tender their outstanding certificates according to the guaranteed delivery procedures set forth below under “— Guaranteed Delivery Procedures.”

      All questions as to the validity, form, eligibility and withdrawal of the tendered outstanding certificates will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding certificates if they are not properly tendered or are unlawful in the opinion of our counsel. Unless waived by us, any defects or irregularities in connection with tenders of outstanding certificates must be cured within such time as we determine. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

      Neither we, the exchange agent nor any other person are under any duty to notify holders of outstanding certificates of defects or irregularities regarding tenders of outstanding certificates, nor shall any of them be liable for failure to give such notification. Tenders of outstanding certificates will not be deemed to have been made until irregularities have been cured or waived. Any outstanding certificates received by the exchange agent that are not properly tendered or cured of defects or irregularities will be returned to the holder by the

20

exchange agent, without cost to the holder, as soon as practicable following the expiration of the exchange offer.

      In addition, we reserve the right to purchase or make offers for any outstanding certificates that remain outstanding after the exchange offer expires, to terminate the exchange offer, and to purchase outstanding certificates in the open market if permitted by applicable law. The terms of any purchase or offer by us could differ from the terms of the exchange offer.

Book-Entry Transfer

      For purposes of the exchange offer, the exchange agent will establish an account relating to the outstanding certificates at DTC within two business days after the date of this prospectus. Any tendering financial institution that is a participant in DTC’s book-entry transfer facility system must make a book-entry delivery of the outstanding certificates by causing DTC to transfer such certificates into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program, or ATOP, procedures for transfers. Any holder of outstanding certificates using ATOP should transmit its acceptance to DTC on or prior to the expiration of the exchange offer or comply with the guaranteed delivery procedures described below. DTC will verify the acceptance of outstanding certificates, execute a book-entry transfer of the tendered outstanding certificates into the exchange agent’s account at DTC and then send to the exchange agent confirmation of the book-entry transfer, including an agent’s message confirming that DTC has received an express acknowledgment from the holder that the holder has received and agrees to be bound by the letter of transmittal and that we and the relevant trust may enforce the letter of transmittal against such holder.

Guaranteed Delivery Procedures

      A registered holder may use the procedures described below if:

•  the holder desires to tender certificates but the certificates are not immediately available;

•  the holder’s outstanding certificates will not reach the exchange agent before the expiration of the exchange offer; or

•  the procedures for book entry transfer cannot be completed on a timely basis.

      This procedure can only be handled by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934. Prior to the expiration of the exchange offer, we must receive from one of these eligible institutions a properly completed and duly executed letter of transmittal or a facsimile thereof and a notice of guaranteed delivery, substantially in the form provided, by facsimile transmission, mail or hand delivery. The notice of guaranteed delivery must identify the name and address of the holder of outstanding certificates, the amount of certificates tendered and a statement guaranteeing that within three trading days of the execution of the notice, the certificates for all tendered outstanding certificates or a book-entry confirmation will be deposited by the eligible institution with the exchange agent. Actual delivery of the outstanding certificates or a book-entry confirmation within the three-day period is required.

Withdrawal of Tenders

      Tenders of outstanding certificates may be withdrawn by a holder at any time prior to 5:00 p.m., New York City time, on the date the exchange offer expires by notifying the exchange agent in writing. A notice of withdrawal must specify the name of the person having tendered the outstanding certificates to be withdrawn, identify the certificates to be withdrawn including the principal amount of the certificates, and if the certificates were transmitted, specify the name in which the outstanding certificates are registered, if different from that of the withdrawing holder. If certificates were delivered to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal. The signatures on the notice of withdrawal must be guaranteed by an eligible institution unless the holder is an eligible institution. If outstanding

21

certificates were tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn certificates and otherwise comply with the procedures of such facility.

      We will have final and binding authority to determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any outstanding certificates so withdrawn will be deemed not to have been validly tendered for exchange. Any outstanding certificates tendered for exchange but which were not exchanged for any reason will be returned to the holder without cost to the holder as soon as practicable after withdrawal. Outstanding certificates which were tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility will be credited to an account maintained with the book-entry transfer facility for the outstanding certificates as soon as practicable after withdrawal. Properly withdrawn certificates may be retendered following the procedures described above at any time on or prior to the date the exchange offer expires.

Conditions

      We may terminate or amend the exchange offer before the acceptance of outstanding certificates if we determine that we are not permitted to effect the exchange offer because of any change in law or applicable interpretations thereof by the SEC. In addition, we will not knowingly accept tenders of outstanding certificates from our “affiliates,” within the meaning of Rule 405 under the Securities Act of 1933, or from any other holder who is not eligible to participate in the exchange offer under applicable law or interpretations by the SEC. We will also not accept tenders if the new certificates to be received by the holder in the exchange offer would not be tradable by the holder without restriction under the Securities Act of 1933 and the Securities Exchange Act of 1934 and without material restrictions under the “blue sky” or securities laws of substantially all of the states of the United States.

Exchange Agent

      Wilmington Trust Company, as trustee, has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail: Wilmington Trust Company, as Exchange Agent P.O. Box 8861 Corporate Trust Operations Wilmington, Delaware 19899-8861 Attention: Aubrey Rosa	By Hand or Overnight Delivery: Wilmington Trust Company, as Exchange Agent Rodney Square North 1105 North Market Street, 1st Floor Wilmington, Delaware 19890 Attention: Corporate Trust Operations — America West 2001-1 Exchange Offer
Facsimile Transmission: (302) 651-1079 Confirm by Telephone: (302) 651-1562

Transferability of New Certificates

      Based on interpretations by the staff of the SEC, we believe that most holders of new certificates will be able to transfer the new certificates without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933. We expect this to be the case as long as the new certificates are acquired in the ordinary course of the holders’ business and the holders are not engaged in, and do not intend to engage in, a distribution of the new certificates and have no arrangement with any person to participate in a distribution of the new certificates. Broker-dealers who acquired outstanding certificates directly from the trustee for resale under an exemption under the Securities Act of 1933, or any holder that is our “affiliate,” as

22

defined in Rule 405 of the Securities Act of 1933, must comply with the registration and prospectus delivery requirements of the Securities Act of 1933.

      The SEC staff interpretations relied on are set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation, SEC No-Action Letter (available April 13, 1989), Morgan Stanley & Co., Incorporated, SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993).

      Other than broker-dealers and affiliates, holders who wish to tender their outstanding certificates in the exchange offer will be required to make the following representations to us in the letter of transmittal.

      Representations Required by Holders to Tender Outstanding Certificates in Exchange Offer:

(1)	The holder is not our affiliate or a broker-dealer tendering outstanding certificates acquired directly from us for its own account;
(2)	The holder will acquire the new certificates in the ordinary course of its business; and
(3)	The holder is not engaged in, and does not intend to engage in, a distribution of the new certificates and has no arrangement or understanding to participate in a distribution of the new certificates.

      Each broker-dealer that receives new certificates for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new certificates. By so acknowledging and by delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus (together with copies of our Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2001), as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new certificates where the broker-dealer acquired the exchanged certificates as a result of market-making activities or other trading activities. We agree to make copies of this prospectus (together with copies of our Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2001) available to broker-dealers for 180 days after the exchange offer expires.

Alternative Use of Shelf-Registration Statement

      If changes in the law or other circumstances do not allow us to effect the exchange offer, we will file a shelf registration statement to allow resales of the outstanding certificates.

      Our Obligations if the Shelf Registration Statement Alternative is Pursued:

(1)	File with the SEC as soon as practicable a shelf registration statement covering resales of the outstanding certificates;
(2)	Use our best efforts to have the shelf registration statement declared effective within 180 calendar days of May 17, 2001; and
(3)	Use our best efforts to keep the shelf registration statement effective for two years after it is declared effective, or a shorter period if all of the outstanding certificates covered by the shelf registration statement have been sold or are freely transferable under Rule  144 of the Securities Act of 1933.

Fees and Expenses

      We will pay the expenses of soliciting tenders in the exchange offer. The principal solicitation for tenders is being made by mail; however, additional solicitations may be made by telegraph, telephone, telecopy, electronic mail or in person by officers and regular employees of ours. We will pay other expenses incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

      We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and

23

will reimburse the exchange agent for its reasonable out-of-pocket expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the outstanding certificates, and in handling or forwarding tenders for exchange.

      We will pay all transfer taxes, if any, applicable to the exchange of outstanding certificates in the exchange offer. Certain other transfer taxes may be imposed on the tendering holder unless satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal.

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REMAINING PROSPECTUS DISCLOSURE

      The remaining sections of this prospectus identify in greater detail the material terms of the agreements that apply to the pass through certificates and our acquisition of fourteen aircraft with the proceeds from the sale of the certificates. The following sections are summaries only and may not contain all of the information you may consider important in deciding whether to exchange, acquire or transfer certificates.

      The references to section numbers in parentheses in the following sections refer you to the relevant section of the agreement governing the terms described. This will help you to locate the precise legal language governing the terms we describe. Unless otherwise noted, the section references are to the pass through trust agreements.

      We have minimized the use of defined terms in the remainder of this prospectus. However, in order to ensure the accuracy of our disclosure, some terms remain capitalized or are referenced in quotes. You can find a definition of these terms in the “Glossary of Terms” in Appendix I of this prospectus.

THE PARTIES

Initial Purchasers	Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc., and Tokyo-Mitsubishi International plc
Exchange Agent Trustee Subordination Agent Paying Agent Loan Trustee	Wilmington Trust Company
Depositary	Citibank, N.A.
Liquidity Provider	Westdeutsche Landesbank Girozentrale, acting through its New York branch
Policy Provider	Ambac Assurance Corporation
Appraisal Firms	Aircraft Information Services, Inc., AvSolutions, Inc. and Morten Beyer and Agnew, Inc.

THE FINANCING AGREEMENTS

      Every financing agreement summarized in this prospectus was filed as an exhibit to the registration statement of which this prospectus is a part. Below is a list of each financing agreement and a brief description of the purpose of the agreement in the transaction described in this prospectus. You should read these agreements to get a complete understanding of the transaction. Upon request, copies of these agreements will be furnished to any prospective investor in the certificates. Requests for such agreements should be addressed to Wilmington Trust Company, as trustee. See also “Available Information” at the front of this prospectus to find other ways you can obtain copies of these agreements.

Pass Through Trust Agreements	These agreements between us and Wilmington Trust Company, as trustee, relate to the formation of the pass through trusts that issue the certificates and that hold the equipment notes that generate the cash flow to make payments on the certificates. Separate agreements exist for the Class G trust, the Class C trust and the Class D trust.
Revolving Credit Agreements	These agreements govern the liquidity facilities provided by Westdeutsche Landesbank Girozentrale, acting through its New York branch, as liquidity provider, to cover up to three semiannual

25

	interest payments. Separate agreements exist for the Class G and Class C certificates. No such agreement exists for the Class D certificates.
Intercreditor Agreement	This agreement governs the priority of distribution of payments to certificateholders and the rights of the various parties to control remedies and alterations to the financing agreements.
Deposit Agreements	These agreements govern the deposit of the proceeds from the sale of the outstanding certificates and the management of the funds deposited prior to the application of the proceeds to finance the aircraft. Separate agreements exist for the deposits made from the sale of Class G certificates, Class C certificates and Class D certificates.
Escrow and Paying Agent Agreements	These agreements govern the holding of the proceeds deposited under the deposit agreements for the benefit of the certificateholders and the ability of the trustee of each pass through trust to withdraw these deposits to purchase equipment notes. Separate agreements exist for the Class G trust, the Class C trust and the Class D trust.
Insurance and Indemnity Agreement	This agreement governs the certificate guaranty insurance policy provided by Ambac Assurance Corporation, the policy provider, to support the payments on the Class G certificates.
Note Purchase Agreement	This agreement governs the terms of the purchase of equipment notes by the trustees to finance each aircraft.

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DESCRIPTION OF THE NEW CERTIFICATES

General

      Once registered with the SEC, new certificates will be issued by the relevant pass-through trusts. A separate pass through trust agreement governs the issuance of each class of new certificates. Holders of outstanding certificates will then be able to exchange their outstanding certificates for these new certificates until the expiration of the exchange offer.

      The terms and conditions governing each of the trusts are substantially the same, except as described under “— Subordination” below and except that the principal amount and scheduled principal repayments of the equipment notes held by each trust and the interest rate and maturity date of the equipment notes held by each trust will differ.

      However, the financial terms of the new Class G certificates will be the same as the outstanding Class G certificates, the financial terms of the new Class C certificates will be the same as the financial terms of the outstanding Class C certificates, and the financial terms of the new Class D certificates will be the same as the financial terms of the outstanding Class D certificates.

Certificates Represent an Ownership Interest in the Corresponding Trust

      Each new certificate will represent a fractional undivided interest in the trust property of the trust that issued that class of certificates. (Section 3.01) The trust property of each trust consists of the items listed below:

Trust Property for Each Trust

(1)	equipment notes acquired under the note purchase agreement and issued, at our election, in connection with the financing of each aircraft during the delivery period, either (a) on a non-recourse basis by an owner trustee in each separate leveraged lease transaction with respect to each leased aircraft to finance the purchase of that leased aircraft by the owner trustee, in which case the applicable leased aircraft will be leased to us, or (b) on a recourse basis by us in connection with each separate secured loan transaction with respect to each owned aircraft to finance the purchase of that owned aircraft by us;
(2)	the rights of that trust to acquire equipment notes of the series relating to that trust under the note purchase agreement;
(3)	the rights of that trust under the applicable escrow agreement, including the right to request the escrow agent to withdraw from the depositary funds sufficient to enable that trust to purchase equipment notes on the delivery of each aircraft during the delivery period;
(4)	the rights of that trust under the intercreditor agreement, including any funds received under the intercreditor agreement for the benefit of that trust;
(5)	with respect to the Class G and Class C trusts, all funds received under the liquidity facility for that trust;
(6)	with respect to the Class G trust, all funds received under the certificate guaranty insurance policy; and
(7)	funds from time to time deposited with the trustee in accounts relating to that trust.

      All payments and distributions made relating to a certificate will be made only from the trust property of the trust that issued the certificate. (Section 3.11) The certificates do not represent an interest in or obligation of us, the trustees, any of the loan trustees or owner trustees in their individual capacities, or any owner participant or their affiliates. Accordingly, the holders of the certificates must look to the trust property of the trust that issued the certificates for receipt of expected cash flows which, generally speaking on an ongoing basis, means the payments of principal of and interest on the equipment notes held on behalf of that trust.

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      Certificateholders of a trust have rights relating to any deposits made from the proceeds of the sale of the certificates issued by that trust. These rights stem from escrow receipts that are affixed to each certificate. When certificates are transferred, the rights relating to the deposits are transferred to the new holder. A certificateholder’s rights under the escrow receipts are not trust property of the trusts.

Subordination

      The intercreditor agreement sets forth terms and conditions of the distribution of payments, including payments received by the subordination agent in respect of equipment notes. Distributions on the Class G certificates will be made prior to distributions on the Class C certificates. Distributions on the Class C certificates will be made prior to distributions on the Class D certificates. Distributions on all classes of certificates may be subordinate to other payment obligations, including payments to the liquidity provider and policy provider. For a more detailed description of the priority of payments, see “Description of the Intercreditor Agreement — Priority of Distributions.”

Payments and Distributions

      The following description of distributions on the certificates should be read together with the description of the intercreditor agreement because the intercreditor agreement may change the effect of the following provisions in the event of a default.

      Scheduled payments of interest on the deposits and of interest or principal on the equipment notes will be paid to certificateholders on regular distribution dates.

Payments of Interest

      The holders of the Class G certificates will receive interest accruing on both the deposits corresponding to the Class G trust and any Series G equipment notes purchased by the Class G trust at an annual rate of 7.10%. The holders of the Class C certificates will receive interest accruing on both the deposits corresponding to the Class C trust and any Series C equipment notes purchased by the Class C trust at an annual rate of 8.37%. The holders of the Class D certificates will receive interest accruing on both the deposits corresponding to the Class D trust and any Series D equipment notes purchased by the Class D trust at a variable rate of Six-Month LIBOR plus 3.20% for each applicable interest period. The certificates are referred to as pass through certificates because the payments on the deposits and equipment notes are “passed through” to the certificateholders.

      Interest will be payable on April 2 and October 2 of each year, commencing on October 2, 2001 (or, in the case of equipment notes issued after that date, commencing on or after the first of these dates to occur after initial issuance of the equipment notes). The interest payments will be distributed to certificateholders of a trust on each of these dates until the final distribution date for that trust, except that payments on the equipment notes may be changed as provided in the intercreditor agreement. Interest on the Series G and Series C equipment notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Series D equipment notes is calculated on the basis of a 360-day year and the actual number of days elapsed.

      Westdeutsche Landesbank Girozentrale, acting through its New York branch, the liquidity provider, is providing a separate liquidity facility for each of the Class G and Class C certificates in an aggregate amount sufficient to pay interest on the certificates at the applicable interest rate for up to three successive regular distribution dates. A separate liquidity facility was entered into with the Class G trust and the Class C trust. Holders of Class G certificates will only receive drawings under the liquidity facility for the Class G trust and holders of Class C certificates will only receive drawings under the liquidity facility for the Class C trust. There is no liquidity facility for the Class D trust. For a more detailed description of the terms and limitations of the liquidity facilities, see “Description of the Liquidity Facilities.”

      Payments of interest on the Class G certificates are also supported by a certificate guaranty insurance policy issued by Ambac Assurance Corporation, the policy provider. The payments under the policy will be

28

made only after use of any available funds under the liquidity facility for the Class G trust and the use of any available funds in a cash collateral account previously funded from that liquidity facility. For a more detailed description of the terms and limitations of the policy, see “Description of the Policy and the Policy Provider Agreement.”

Payments of Principal

      Payments of principal of the equipment notes held in a trust are scheduled to be received by the trustee on April 2 and October 2 in certain years depending upon the terms of the equipment notes held in the trust, commencing on or after October 2, 2001. The final legal distribution date for the Class G certificates is October 2, 2022. The final legal distribution date for the Class C certificates is October 2, 2008. The final legal distribution date for the Class D certificate is October 2, 2005.

      Payment of principal of the Class G certificates on the final legal distribution date and, in some limited circumstances earlier, will be supported by a certificate guaranty insurance policy provided by Ambac Assurance Corporation, the policy provider. See “Description of the Policy and the Policy Provider Agreement — The Policy.”

Distribution of Scheduled Payments

      On each regular distribution date, the paying agent distributes to certificateholders any scheduled payments of interest on the deposits relating to the applicable trust. Also on each regular distribution date, the trustee distributes to certificateholders any scheduled payments of principal of, and interest on, the equipment notes held in each trust. Each certificateholder of each trust will be entitled to receive its proportionate share of any distribution of scheduled payments of interest on the deposits relating to that trust and, subject to the intercreditor agreement, of principal or interest on equipment notes held on behalf of that trust. Each distribution of scheduled payments will generally be made by the applicable paying agent or trustee to the certificateholders of record of the relevant trust on the record date applicable to that scheduled payment subject to certain exceptions. (Sections 4.01 and 4.02, and Section 2.03 of the Escrow Agreement) If a scheduled payment is not received by the applicable paying agent or trustee on a regular distribution date but is received within five days of the regular distribution date, it will be distributed to the holders of record on the date received. If it is received after the five-day period, it will be treated as a special payment and distributed as described below.

Distribution of Special Payments and Certain Policy Drawings

      A trustee may receive from time to time payments of principal of, and interest and premium on, the equipment notes or other trust property on dates other than scheduled payment dates. These special payments may occur if the equipment notes owned by the trust are sold or redeemed early, in which case the payments will be distributed on the date of the early redemption or purchase, or if scheduled payments are more than five days late, in which case the payments will be distributed on the business day specified in a notice delivered by the relevant trustee as soon as practicable after the trustee has received the funds for that special payment. The term “special payment” also refers to any unused deposits distributed after the delivery period termination date or the occurrence of a Triggering Event, together with accrued and unpaid interest and a premium that we pay. These unused deposits will be scheduled to be distributed on a date 35 days after the escrow agent has given notice to the depositary of the event requiring the distribution unless that date is within ten days before or after a regular distribution date, in which case the special payment will be made on that regular distribution date.

      The paying agent, in the case of unused deposits, or otherwise each trustee will mail a notice to the certificateholders of the applicable trust to inform them of the scheduled special distribution date, the record date, the amount of the special payment and the reason for the special payment. This notice will be mailed at least 20 days before the scheduled distribution of the special payment in the case of a redemption or purchase of the equipment notes held in the related trust, any distribution of unused deposits or the occurrence of a Triggering Event. In the case of any other special payment, the notice will be mailed as soon as practicable

29

after the trustee has confirmed that it has received funds for the special payment. (Section 4.02(c) and Section 2.06 of the Escrow Agreement) Each distribution of a special payment, other than a final distribution, will be made by the paying agent or trustee, whichever is applicable, to the certificateholders of record of the applicable trust on the record date for that special payment. (Section 4.02(b) and Section 2.06 of the Escrow Agreement) See “— Indenture Events of Default and Certain Rights Upon an Indenture Event of Default” and “Description of the Equipment Notes — Redemption” for a description of the effect of an indenture event of default or redemption on these payments.

      In the case of the distribution of proceeds from any “No Proceeds Drawing” or “Avoidance Drawing” as described in “Description of the Policy and the Policy Provider Agreement — The Policy,” the Class G trustee will mail a notice to the certificateholders of the Class G trust stating the scheduled special distribution date, the related record date, the amount of the distribution and the reason for the distribution. This notice will be mailed at least 20 days before the date these proceeds are scheduled to be distributed. Each of these distributions will be made by the Class G trustee to the certificateholders of record of the Class G trust on the record date applicable to that distribution. (Section 4.02(c))

Maintenance of Accounts

      Each pass through trust agreement requires that the trustee establish and maintain, for the benefit of the certificateholders of the related trust, one or more non-interest bearing accounts into which the trustee is to deposit payments representing scheduled payments received by the trustee. The trustee is also required to establish and maintain, for the benefit of the certificateholders of the related trust, one or more accounts for the deposit of special payments received by the trustee. These special payment accounts will be non-interest bearing except the trustee may invest amounts in the account in permitted investments to the extent practicable. The trustee is required to deposit any payments it receives into the appropriate account. (Section 4.01) All amounts so deposited will be distributed by the trustee on a regular distribution date or a special distribution date, as appropriate. (Section 4.02)

      Each escrow agreement requires that the paying agent establish and maintain, for the benefit of the holders of receipts relating to the deposits, one or more non-interest bearing accounts. The paying agent is required to deposit interest on the deposits in the appropriate account. All amounts so deposited will be distributed by the paying agent on a regular distribution date or special distribution date, as appropriate.

Final Distribution

      The final distribution for each trust will be made only upon presentation and surrender of the certificates for that trust at the office or agency of the trustee specified in the notice of the final distribution given by the trustee. The trustee will mail the notice of the final distribution to the certificateholders of that trust, specifying the date for the final distribution and the amount of the distribution. (Section 11.01) See “Termination of the Trusts” below for a more detailed description. Distributions relating to certificates issued in global form will be made as described in “Book Entry; Delivery and Form” below.

Weekend or Holiday Distribution Date

      If any regular distribution date or special distribution date is a Saturday, Sunday or other day on which commercial banks are authorized or required to close in New York, New York, Phoenix, Arizona, Wilmington, Delaware, or Hartford, Connecticut, distributions scheduled to be made on that regular distribution date or special distribution date will be made on the next business day without additional interest.

Pool Factors

Pool Balance

      The “Pool Balance” as of any distribution date represents the portion of the original aggregate face amount of the certificates issued by a particular trust that has not been distributed to certificateholders of that

30

trust, other than payments of interest or premium or reimbursement of costs and expenses. It will be computed after giving effect to any distribution to applicable certificateholders to be made on that date. (Section 1.01)

Pool Factor

      The “Pool Factor” for any trust represents the quotient, rounded to the seventh decimal place, obtained by dividing the Pool Balance by the original aggregate face amount of certificates issued by that trust. The Pool Factor as of any distribution date will be computed after giving effect to any special distribution of unused deposits, payment of principal of the equipment notes or payment of other trust property held in that trust to be made on that date. (Section 1.01) The Pool Factor for each trust was 1.0000000 when the outstanding certificates were initially issued and will decline as the Pool Balance of that trust is reduced. The amount of a certificateholder’s proportionate share of the Pool Balance of a trust can be determined by multiplying the par value of the holder’s certificate of that trust by the Pool Factor for that trust as of the applicable distribution date. Notice of the Pool Factor and the Pool Balance for each trust will be mailed to certificateholders of that trust on each distribution date. (Section 4.03)

Aggregate Principal Amortization Schedule

      The following table shows an assumed amortization schedule for the equipment notes held in each trust and resulting Pool Factors for that trust. The actual aggregate principal amortization schedule applicable to a trust and the resulting Pool Factors may differ from those set forth below. As these amortization schedules are subject to change if the assumptions on which they are based do not hold true, we are not contractually obligated to comply with them. However, the amortization schedule for the equipment notes issued relating to an aircraft must comply with the Mandatory Economic Terms for the financing of an aircraft.

      The following table assumes the following:

•  that each aircraft will be delivered in the scheduled month;

•  that the trusts purchase equipment notes in the Maximum Principal Amount for all aircraft;

•  that no early redemption or purchase of equipment notes occurs;

•  that no default occurs in the payment of principal or interest on the equipment notes;

•  that no Triggering Event occurs; and

•  that there is no drawing under the certificate guaranty insurance policy, other than in respect of interest on the certificates.

•  If any of these assumptions do not occur, the assumed amortization schedule below will differ.

	2001-1G Trust				2001-1C Trust				2001-1D Trust
	Equipment				Equipment				Equipment
	Notes				Notes				Notes
	Scheduled		2001-1G Trust		Scheduled		2001-1C Trust		Scheduled		2001-1D Trust
Regular	Payments of		Expected Pool		Payments of		Expected Pool		Payments of		Expected Pool
Distribution Date	Principal		Factor		Principal		Factor		Principal		Factor
October 2, 2001	$	1,867,092.00		0.9942576	$	2,595,002.24		0.9544904	$	0.00		1.0000000
April 2, 2002		3,691,735.52		0.9829034		1,755,144.00		0.9237099		3,140,000.00		0.9302222
October 2, 2002		17,892,441.08		0.9278740		390,672.40		0.9168584		4,528,400.00		0.8295911
April 2, 2003		2,811,970.50		0.9192256		131,340.30		0.9145550		4,800,104.00		0.7229221
October 2, 2003		6,450,964.20		0.8993852		4,386,452.63		0.8376280		5,088,110.24		0.6098530
April 2, 2004		2,811,970.50		0.8907368		4,957,115.01		0.7506931		5,393,396.85		0.4899998
October 2, 2004		6,450,964.20		0.8708964		7,062,596.00		0.6268336		5,717,000.67		0.3629553
April 2, 2005		2,811,970.50		0.8622480		2,064,346.07		0.5906303		6,060,020.71		0.2282882
October 2, 2005		6,450,964.20		0.8424076		11,404,268.00		0.3906291		10,272,967.53		0.0000000
April 2, 2006		9,262,934.70		0.8139188		11,404,268.00		0.1906279		0.00		0.0000000
October 2, 2006		0.00		0.8139188		4,341,672.00		0.1144863		0.00		0.0000000
April 2, 2007		4,882,887.90		0.7989011		6,528,123.35		0.0000000		0.00		0.0000000

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	2001-1G Trust				2001-1C Trust				2001-1D Trust
	Equipment				Equipment				Equipment
	Notes				Notes				Notes
	Scheduled		2001-1G Trust		Scheduled		2001-1C Trust		Scheduled		2001-1D Trust
Regular	Payments of		Expected Pool		Payments of		Expected Pool		Payments of		Expected Pool
Distribution Date	Principal		Factor		Principal		Factor		Principal		Factor
October 2, 2007		4,380,046.80		0.7854300		0.00		0.0000000		0.00		0.0000000
April 2, 2008		2,811,970.50		0.7767816		0.00		0.0000000		0.00		0.0000000
October 2, 2008		7,906,500.60		0.7524646		0.00		0.0000000		0.00		0.0000000
April 2, 2009		1,356,434.10		0.7482928		0.00		0.0000000		0.00		0.0000000
October 2, 2009		6,450,964.20		0.7284524		0.00		0.0000000		0.00		0.0000000
April 2, 2010		9,864,878.10		0.6981122		0.00		0.0000000		0.00		0.0000000
October 2, 2010		14,045,772.80		0.6549135		0.00		0.0000000		0.00		0.0000000
April 2, 2011		14,780,412.50		0.6094553		0.00		0.0000000		0.00		0.0000000
October 2, 2011		2,062,956.80		0.6031105		0.00		0.0000000		0.00		0.0000000
April 2, 2012		2,062,956.80		0.5967658		0.00		0.0000000		0.00		0.0000000
October 2, 2012		15,970,553.77		0.5476472		0.00		0.0000000		0.00		0.0000000
October 2, 2013		4,217,638.06		0.5346756		0.00		0.0000000		0.00		0.0000000
April 2, 2014		4,769,856.95		0.5200055		0.00		0.0000000		0.00		0.0000000
October 2, 2014		11,281,926.69		0.4853072		0.00		0.0000000		0.00		0.0000000
April 2, 2015		11,965,664.00		0.4485060		0.00		0.0000000		0.00		0.0000000
October 2, 2015		14,045,772.80		0.4053072		0.00		0.0000000		0.00		0.0000000
April 2, 2016		23,948,480.00		0.3316520		0.00		0.0000000		0.00		0.0000000
April 2, 2017		9,902,707.20		0.3011955		0.00		0.0000000		0.00		0.0000000
October 2, 2017		11,965,664.00		0.2643943		0.00		0.0000000		0.00		0.0000000
April 2, 2018		11,965,664.00		0.2275930		0.00		0.0000000		0.00		0.0000000
April 2, 2019		9,902,707.20		0.1971366		0.00		0.0000000		0.00		0.0000000
October 2, 2019		19,950,389.85		0.1357778		0.00		0.0000000		0.00		0.0000000
April 2, 2020		14,216,144.09		0.0920550		0.00		0.0000000		0.00		0.0000000
October 2, 2020		16,108,729.60		0.0425115		0.00		0.0000000		0.00		0.0000000
April 2, 2021		13,822,313.29		0.0000000		0.00		0.0000000		0.00		0.0000000

      If there occurs (1) any change in the scheduled repayments or (2) any redemption, purchase, default or special distribution, the Pool Factors and Pool Balances of each trust so affected will be recomputed and certificateholders of the affected trust will be notified promptly after the delivery period termination date in the case of clause (1) and promptly after the occurrence of any event described in clause (2).

Reports To Certificateholders

      On each distribution date, the applicable trustee will include a report with each distribution of a scheduled payment or special payment to certificateholders. The report will set forth the following information (per $1,000 aggregate principal amount of certificates for each trust, as to (2), (3), (4) and (5) below):

(1)	the aggregate amount of funds distributed on that distribution date, indicating the amount allocable to each source including any portion paid by the liquidity provider and/or the policy provider;
(2)	the amount of the distribution allocable to principal and the amount allocable to Break Amount, if any, and premium (including any premium we pay with respect to unused deposits), if any;
(3)	the amount of the distribution under the pass through trust agreement allocable to interest;
(4)	the amount of the distribution under the escrow agreement allocable to interest;
(5)	the amount of the distribution under the escrow agreement allocable to unused deposits, if any; and
(6)	the Pool Balance and Pool Factor for the trust after taking the distribution into account. (Section 4.03)

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      As long as the certificates are registered in the name of DTC or its nominee, on the record date prior to each distribution date, the applicable trustee will request from DTC a securities position listing containing the names of all DTC participants reflected on DTC’s books as holding interests in the certificates on that record date. On each distribution date, the applicable paying agent and trustee will mail to each such DTC participant the statement described above and will make available additional copies as requested by the DTC participant for forwarding to certificateholders. (Section 4.03(a))

      After the end of each calendar year, the applicable trustee will prepare a report for each certificateholder at any time during the preceding calendar year containing the sum of the distributions listed in clauses (1), (2), (3), (4) and (5) above relating to the trust for that calendar year. If that person was a certificateholder during only a portion of that calendar year, the report will contain information for only the applicable portion of that calendar year. The trustee will also prepare any other items that are readily available to the trustee and which a certificateholder may reasonably request to prepare its U.S. federal income tax returns. (Section 4.03(b)) The reports and other items described in this section will be prepared based on information supplied to the trustee by DTC participants and will be delivered by the trustee to DTC participants to be available for forwarding by DTC participants to owners of beneficial interests in the certificates in the manner described above. (Section 4.03(b))

      If the certificates are issued in the form of physical certificates, the applicable trustee will prepare and deliver the information described above to each record holder of a certificate issued by that trust as the name appears on the records of the registrar of the certificates.

      The applicable paying agent will include with each distribution to certificateholders any notice required to be furnished by the relevant trustee under the pass-through trust agreement to the extent that notice is furnished to the paying agent by the relevant trustee.

Indenture Events of Default and Certain Rights Upon An Indenture Event of Default

      An event of default under an indenture could result in certificateholders receiving less than the full expected distribution of principal of and interest and premium on the equipment notes held by the pass through trust that issued the certificates they own. A list of indenture events of default can be found under “Description of Equipment Notes — Indenture Events of Default; Notice and Waiver.” An event of default under an indenture relating to a leased aircraft will include an event of default under the related lease. Since the equipment notes issued under an indenture may be held in more than one trust, a continuing event of default under that indenture would affect the relevant equipment notes held by each trust holding those equipment notes. There are no cross-default provisions in the indentures or in the leases (unless, in the case of a lease, otherwise agreed between us and the relevant owner participant). This means that events resulting in an event of default under any particular indenture may or may not result in an event of default under any other indenture, and an event of default under any particular lease may or may not constitute a event of default under any other lease. If an event of default occurs in fewer than all of the indentures, remedies may be exercised only against the aircraft subject to the indentures under which an event of default has occurred while payments of principal and interest on the equipment notes issued under indentures under which an event of default has not occurred will continue to be made as originally scheduled. This lack of a cross-default could therefore result in partial redemptions of the certificates and could exacerbate the risks to the holders of the Class C and Class D certificates described in “Risk Factors Relating to the Certificates — The holders of junior classes of certificates may not receive the full amount of payments that they are due to receive because their right to payments on the related series of equipment notes is subordinate to the senior classes of certificates.”

Right to Cure

      With respect to each leased aircraft, the applicable owner trustee and owner participant will, under the related leased aircraft indenture, have the right under certain circumstances to cure an indenture event of default that results from the occurrence of a event of default under the related lease. If the owner trustee or

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the owner participant exercises any such cure right, the indenture event of default will be deemed to have been cured.

Resignation of Trustee In the Event of a Conflict of Interest

      If the same institution acts as trustee of multiple trusts, the trustee could be faced with a potential conflict of interest upon an indenture event of default. In this event, the trustee has indicated that it would resign as trustee of one or all of the trusts and one or more successor trustees would be appointed as replacements. Wilmington Trust Company is the initial trustee under each trust.

Consequence of Continuing Indenture Event of Default

      If any event of default under any indenture occurs and is continuing, the Controlling Party may direct the loan trustee to accelerate the equipment notes issued under that indenture and thereafter direct the loan trustee in the exercise of remedies under that indenture and may direct the holder of the equipment notes to sell the equipment notes issued under that indenture. The holder of the equipment notes is the subordination agent, acting on behalf of the respective trusts; the equipment notes are issued in the name of the subordination agent in order to properly effect the subordination provisions of the intercreditor agreement. See “Description of Intercreditor Agreement — Intercreditor Rights — Sale of Equipment Notes and Aircraft” for a more detailed description of the Controlling Party and its rights.

      The proceeds of the sale of equipment notes will be distributed pursuant to the provisions of the intercreditor agreement. Any such proceeds will be deposited in the applicable special payments account and distributed to the holders of the applicable trust on a special distribution date. (Sections 4.01 and 4.02) The market for equipment notes when an indenture event of default exists may be very limited and the price is uncertain. If the equipment notes are sold for less than their outstanding principal amount, the Class D certificateholders and/or the Class C certificateholders will receive a smaller amount of principal distributions than anticipated and will not have any claim for the shortfall against us, any liquidity provider, the policy provider, any owner trustee, any owner participant or any trustee.

      Following an indenture event of default, all payments received by the trustee or with respect to equipment notes issued under the applicable indenture, other than scheduled payments received on a regular distribution date, will be treated as special payments and deposited in a special payments account. All amounts deposited in the special payments and deposited in a special payments account will be distributed to the certificateholders on a special distribution date. In addition, if the applicable owner participant or owner trustee exercises its option to redeem or purchase the outstanding equipment notes issued under the applicable indenture, the proceeds from that redemption or purchase will be deposited in the special payments account for the applicable trust. These amounts will then be distributed to the certificateholders on a special distribution date. (Sections 4.01 and 4.02).

      Any funds held in the special payments account for a trust will, to the extent practicable, be invested and reinvested by the trustee of that trust in permitted investments pending the distribution of those funds on a special distribution date. (Section 4.04) These permitted investments include obligations of the United States or its agencies or instrumentalities in which the full faith and credit of the United States is pledged and which mature in not more than 60 days or a lesser time as may be required for the distribution of the funds on a special distribution date. (Section 1.01)

Notice to Certificateholders of Default

      Each pass through trust agreement provides that the trustee of the related trust will, within 90 days after the occurrence of any default, give notice to the certificateholders of that trust of all uncured or unwaived defaults known to it relating to that trust. However, in the case of default in a payment of principal, Break Amount, if any, premium, if any, or interest on any of the equipment notes held in a trust, the applicable trustee will be protected in withholding a notice of default if it in good faith determines that withholding the notice is in the interests of the certificateholders. (Section 7.02) The term “default” as used in this paragraph only means the occurrence of an indenture event of default relating to equipment notes held by the trust as

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described above, except that in determining whether any indenture event of default has occurred, any related grace period or notice will be disregarded.

Trustee Entitled to Security or Indemnity

      Each pass through trust agreement requires the trustee to act with a specified standard of care while an indenture event of default is continuing. In addition, each pass through trust agreement contains a provision entitling the trustee to be offered reasonable security or indemnity by the certificateholders of that trust against costs, expenses and liabilities before proceeding to exercise any right or power under the pass through trust agreement at the request of those certificateholders. (Section 7.03(e)) While the type of security or indemnity will depend upon the nature of the certificateholders’ request, the trustee is likely to seek an explicit agreement of the certificateholders to indemnify it for the specified actions requested to be taken and payment of the various fees and expenses it may incur in complying with the request.

Rights of Certificateholders

      Subject to qualifications in the pass through trust agreements and the applicable intercreditor agreement, the certificateholders of each trust holding certificates evidencing fractional undivided interests aggregating not less than a majority in interest in that trust will have certain rights. These rights include the ability to direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee or exercising any trust or power conferred on the trustee, including any right of the trustee as Controlling Party under the intercreditor agreement or as holder of the equipment notes. (Section 6.04)

      In some cases, the holders of the certificates of a trust evidencing fractional undivided interests aggregating not less than a majority in interest of that trust may waive any past “event of default” under that trust or may direct the trustee or loan trustee to waive any past indenture event of default and its consequences. Some defaults, however, may not be waived.

Defaults That May Not Be Waived

      The following defaults may not be waived:

(1)	a default in the deposit of any scheduled payment or special payment or in the distribution thereof;
(2)	a default in payment of the principal, Break Amount, if any, premium, if any, or interest with respect to any of the equipment notes; and
(3)	a default in respect of any covenant or provision of the related pass through trust agreement that cannot be modified or amended without the consent of each affected certificateholder of the trust. (Section 6.05)

      Each indenture will provide that, with some exceptions, the holders of the majority in aggregate unpaid principal amount of the equipment notes issued under that indenture may, on behalf of all holders, waive any past default or indenture event of default. Notwithstanding these provisions of the indentures, under the intercreditor agreement only the Controlling Party will be entitled to waive any past default or indenture event of default.

Purchase Rights of Certificateholders

      Upon the occurrence and during the continuation of a Triggering Event, with ten days’ written notice to the trustee and to each certificateholder of the same class, the Class C certificateholders will have the right within 180 days to purchase all, but not less than all, of the Class G certificates and the Class D certificateholders will have the right within 180 days to purchase all, but not less than all, of the Class G and Class C certificates. Whether or not this right is exercised, the policy provider will thereafter have the right to purchase all, but not less than all, of the Class G certificates.

      In each case where the certificateholders of the junior classes of certificates, or the policy provider, exercise their right to purchase the senior classes of certificates, the purchase price will equal the Pool Balance

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of the relevant class or classes of certificates plus accrued and unpaid interest on the Pool Balance to the date of purchase, without premium, but including any other amounts due to the certificateholders of the class or classes of certificates. In each case, if prior to the end of the ten-day period, any other certificateholder of the same class notifies the purchasing certificateholder that it wants to participate in the purchase, then it may join with the purchasing certificateholder to purchase their proportionate share of the certificates based on the interest in the trust held by each certificateholder. (Section 6.01(b))

      Any failure to make expected principal distributions on any class of certificates on any regular distribution date other than the final legal distribution date will not constitute a PTC Event of Default for those certificates. A PTC Event of Default for the most senior outstanding class of certificates resulting from an indenture event of default under all indentures will constitute a Triggering Event. See “Description of the Intercreditor Agreement — Priority of Distributions” for a discussion of the consequences of a Triggering Event.

Merger, Consolidation And Transfer of Assets

      We are prohibited from consolidating with or merging into any other corporation or transferring substantially all of our assets as an entirety to any other corporation unless all the requirements noted below are satisfied.

Requirements for Consolidation, Merger or Transfer of Assets

(1)	the surviving successor or transferee corporation is a citizen of the United States as defined in Title 49 of the United States Code relating to aviation;
(2)	the surviving successor or transferee corporation is a United States certificated air carrier;
(3)	the surviving successor or transferee corporation expressly assumes all of our obligations in the pass through trust agreements, the note purchase agreement, the indentures, the participation agreements and the leases;
(4)	we have delivered a certificate indicating that the transaction complies with these conditions (Section 5.02); and
(5)	additionally, after giving effect to the transaction, no lease event of default or indenture event of default has occurred and is continuing. (Leases, Section 13.2; Owned Aircraft Indenture, Section 4.07)

      The pass through trust agreements, the note purchase agreement, the indentures, the participation agreements and the leases do not and will not contain any covenants or provisions that would give any trustee or certificateholders protection in the event of a highly leveraged transaction, including transactions effected by management or affiliates, which may or may not result in a change in our control.

Modifications of the Pass Through Trust Agreements and Certain Other Agreements

      Each pass through trust agreement contains provisions permitting us to amend or supplement the pass through trust agreement or the other financing agreements without the consent of any of the certificateholders of a trust for the reasons listed below:

Basis for Amendments of the Pass Through Trust Agreements and Certain Other Agreements

(1)	to reflect that another corporation is our successor and has assumed our covenants under the financing agreements;
(2)	to add to our covenants for the benefit of the certificateholders or to surrender any right or power conferred upon us under the financing agreements;

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(3)	to correct or supplement any defective or inconsistent provision of the pass through trust agreement or the other financing agreements, or to cure any ambiguity, correct any mistake or modify any other provisions with respect to matters or questions arising under those financing agreements;
(4)	to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the certificates may be listed or any regulatory body;
(5)	to modify, eliminate or add to the provision of the pass through trust agreement to the extent necessary to continue qualification under the Trust Indenture Act of 1939 and to add to the pass through trust agreement other provisions expressly permitted by the Trust Indenture Act of 1939;
(6)	to provide for a successor trustee or to add to or change any provision of the pass through trust agreement regarding the trustee as necessary to facilitate the administration of the trust created under that agreement by more than one trustee;
(7)	to provide certain information to the trustee as required under the pass through trust agreement; or
(8)	to modify or eliminate provisions relating to the transfer or exchange of new certificates or the certificates upon completion of the exchange offer or effectiveness of the shelf registration statement.

      Any amendment or supplement listed above may be made only if it does not adversely affect the status of the trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code for U.S. federal income tax purposes. (Section 9.01)

      Each pass through trust agreement also contains provisions permitting us, with the consent of a majority in interest of the certificateholders of the related trust, with the consent of the applicable owner trustee, which consent cannot be unreasonably withheld, and, in certain cases, with the consent of the liquidity provider and/or policy provider to execute amendments or supplements to add any provisions to, or change or eliminate any of the provisions of, the pass through trust agreement or the other financing agreements or to modify the rights and obligations of the certificateholders. No amendment or supplement may, without the consent of each affected certificateholder, have any of the effects identified below:

Amendments or Supplements That Require Consent of the Affected Holder

(1)	Reduce in any manner the amount of, or delay the timing of, any receipt by the trustee (or the certificateholders with respect to the deposits) of payments on the deposits, the equipment notes or other trust property held in the applicable trust or distributions for any certificate related to that trust, or change the date or place of any payment relating to any certificate, or make distributions payable in coin or currency other than that provided for in the certificates, or impair the right of any certificateholder to institute suit for the enforcement of any payment relating to any certificate when due;
(2)	permit the disposition of any equipment note held in the trust, except as provided in the pass through trust agreement, or otherwise deprive any certificateholder of the benefit of the ownership of the applicable equipment notes;
(3)	alter the priority of distributions specified in the intercreditor agreement in a manner adverse to the certificateholders;
(4)	reduce the percentage of the aggregate fractional undivided interests of the trust provided for in the pass through trust agreement that is required in order to obtain the consent of the holders for that amendment or supplement or for any waiver provided for in the pass through trust agreement;
(5)	modify any of the provisions relating to the rights of the certificateholders relating to the waiver of events of default or receipt of payment; or

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(6)  adversely affect the status of the trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code for U.S. federal income tax purposes. (Section 9.02)

Actions by Trustee Upon Receipt of Consent to Amend or Supplement any Agreement

      In the event that a trustee, as holder or beneficial owner through the subordination agent of any equipment note in trust for the benefit of the certificateholders of the relevant trust or as Controlling Party under the intercreditor agreement, receives a request for a consent to any amendment, modification, waiver or supplement under any indenture, any participation agreement, any lease, any equipment note or any other related document, the trustee will promptly send a notice of the proposed amendment, modification, waiver or supplement to each certificateholder of the relevant trust as of the date of the notice. The notice will request direction from the certificateholders regarding the matters set forth below:

Information Requested by Trustee from Certificateholders

(1)	whether or not to take or refrain from taking, or direct the subordination agent to take or refrain from taking, any action which a holder of that equipment note or the Controlling Party has the option to take;
(2)	whether or not to give or execute, or direct the subordination agent to give or execute, any waivers, consents, amendments, modifications or supplements as a holder of that equipment note or as Controlling Party; and
(3)	how to vote, or direct the subordination agent to vote, any equipment note if a vote has been called for regarding the amendment, modification, waiver or supplement.

      Provided a request for direction from the certificateholder is made, in directing any action or casting any vote or giving any consent as the holder of any equipment note, or in directing the subordination agent in any of the foregoing actions, the trustee will:

(1)

if the trustee is acting in a capacity other than as Controlling Party, vote for or give consent to any such action regarding the equipment note in the proportion equal to (x) the aggregate face amount of all certificates actually voted in favor of or for giving consent to the action by direction of certificateholders to (y) the aggregate face amount of all outstanding certificates of the relevant trust; and

(2)

if the trustee is acting as the Controlling Party, vote as directed in the direction by the certificateholders evidencing fractional undivided interests aggregating not less than a majority in interest in the relevant trust.

      For purposes of the direction just described, a certificate is deemed “actually voted” if the certificateholder has delivered to the trustee an instrument evidencing consent to the direction prior to two business days before the trustee directs the action or casts the vote or gives the consent. Notwithstanding the foregoing, but subject to certain rights of the certificateholders under the relevant pass through trust agreement and subject to the intercreditor agreement, the trustee may, in its own discretion and at its own direction, consent and notify the relevant loan trustee of the consent, or direct the subordination agent to consent and notify the relevant loan trustee of the consent, to any amendment, modification, waiver or supplement under the relevant document, if an indenture event of default has occurred and is continuing, or if the amendment, modification, waiver or supplement will not materially adversely affect the interests of the certificateholders. (Section 10.01)

Obligation to Purchase Equipment Notes

      The trustees are obligated to purchase the equipment notes issued with respect to the aircraft during the delivery period, subject to the terms and conditions of the note purchase agreement. We agree to finance each aircraft in the manner provided in the note purchase agreement. We have the option of entering into a

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leveraged lease financing or a secured debt financing relating to each aircraft. In addition, we may, subject to some conditions, elect to convert a secured debt financing to a leveraged lease financing by entering into a sale-leaseback transaction. We will only be permitted to convert an owned aircraft into a leased aircraft if we (1) furnish to the relevant owned aircraft trustee an opinion that the trusts will not be subject to U.S. federal income tax as a result of this assumption and (2) furnish to the relevant owned aircraft trustee either (A) an opinion that the certificateholders will not recognize gain or loss for U.S. federal income tax purposes in connection with this assumption and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same time as would have been the case if this assumption had not occurred or (B) furnish to the relevant leased aircraft trustee both an opinion that the certificateholders should not recognize gain or loss for U.S. federal income tax purposes in connection with this assumption and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if this assumption had not occurred and an indemnity in favor of the certificateholders in form and substance reasonably satisfactory to the relevant owned aircraft trustee. In addition, the note purchase agreement will provide for the relevant parties to enter into, relating to each leased aircraft, a participation agreement, a lease and a leased aircraft indenture relating to the financing of that leased aircraft. The note purchase agreement also will provide for the relevant parties to enter into, relating to each owned aircraft, a participation agreement and an owned aircraft indenture relating to the financing of that owned aircraft.

Mandatory Terms

      The description of these agreements in this prospectus is based on the forms of agreements contemplated by the note purchase agreement. The terms of the agreements actually entered into may differ from the forms of the agreements and, consequently, may differ from the description of the agreements contained in this prospectus. Under the note purchase agreement, the terms of these agreements are required (a) to contain the Mandatory Document Terms and (b) not to vary the Mandatory Economic Terms. In addition, we must certify to the trustees that any modifications do not materially and adversely affect the certificateholders or the policy provider. We also must obtain written confirmation from each rating agency that the use of modified agreements will not result in a withdrawal, suspension or downgrading of the rating of any class of certificates. Further, under the note purchase agreement, it is a condition precedent to the obligation of each trustee to purchase the equipment notes related to the financing of an aircraft that no Triggering Event has occurred. The trustees will have no right or obligation to purchase equipment notes after the delivery period termination date.

      The Mandatory Economic Terms, as defined in the note purchase agreement, require, among other things, compliance with the items below:

Requirements of the Mandatory Economic Terms

(1)	the Maximum Principal Amount of all the equipment notes issued relating to an aircraft cannot exceed the Maximum Principal Amount of equipment notes indicated for each aircraft as set forth in “Description of the Aircraft and the Appraisals — The Appraisals” under the column “Maximum Principal Amount of Equipment Notes;”
(2)	the average life of the equipment notes related to each aircraft may not be less than 10.0 years nor more than 14.0 years in the case of the Series G equipment notes, not to be less than 3.0  years not more than 5.0 years in the case of the Series  C equipment notes and not to be more than 3.5 years in the case of the Series D equipment notes, in each case from May 17, 2001;
(3)	as of the first regular distribution date following the delivery of the last aircraft to be delivered, the average life cannot be less than 11.8 years nor more than 12.2 years in the case of Class G certificates, cannot be less than 3.9 years nor more than 4.1 years in the case of Class C certificates and cannot be more than 3.0 years in the case of Class D certificates, in each case from May 17, 2001;

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(4)	the loan to aircraft value ratio relating to each aircraft at the time the related equipment notes are issued and on any subsequent regular distribution date cannot exceed 53.6% in the case of the Series G equipment notes, 63.0% in the case of the Series C equipment notes and 72.5% in the case of Series  D equipment notes, in each case computed on the basis of an assumed value of that aircraft no greater than the value for the aircraft under “Description of the Aircraft and the Appraisals — The Appraisals” under the column “Appraised Value” and the depreciation assumption defined in the third paragraph under “Description of the Equipment Notes — Loan to Value Ratios of Equipment Notes;”
(5)	the final maturity date of the Series G equipment notes cannot extend beyond April 2, 2021, the Series C equipment notes cannot extend beyond April 2, 2007 and the Series D equipment notes cannot extend beyond October 2, 2005;
(6)	at the delivery period termination date, the aggregate principal amount of all Series G equipment notes must be equal to the aggregate face amount of the Class G certificates, the aggregate principal amount of all Series C equipment notes cannot exceed, but may be less than, the original aggregate face amount of the Class C certificates, it being understood that the Pool Balance of the Class C certificates will be reduced to the extent it exceeds the aggregate principal amount of all Series C equipment notes and the aggregate principal amount of all Series D equipment notes cannot exceed, but may be less than the original aggregate face amount of the Class D certificates, it being understood that the Pool Balance of the Class D certificates will be reduced to the extent it exceeds the aggregate principal amount of all Series D equipment notes;
(7)	the interest rate applicable to each series of equipment notes must be equal to the rate applicable to the certificates issued by the corresponding trust;
(8)	the payment dates for the equipment notes and basic rent under the leases must be April 2 and October 2;
(9)	basic rent, stipulated loss values, early buy-out amount and termination values under the leases must be sufficient to pay amounts due with respect to the related equipment notes;

(10)	the amounts payable under the all-risk aircraft hull insurance maintained for each leased aircraft must be sufficient to pay the applicable stipulated loss value, subject to certain rights of self-insurance and with respect to each owned aircraft to be sufficient to pay the unpaid principal amount of the related equipment notes together with the six months of accrued interest; and
(11)	the following must be provided as set forth in the form of participation agreements, lease and indentures:

(a)	the past due rate in the indentures and the leases;
(b)	the Make-Whole Premium and Break Amount payable under the indentures;
(c)	the provisions relating to the redemption and purchase of equipment notes in the indentures;
(d)	the minimum liability insurance amount on aircraft in the leases;
(e)	the interest rate payable with respect to stipulated loss value in the leases; and
(f)	the indemnification of the loan trustees, subordination agent, liquidity provider, the policy provider, trustees and escrow agents with respect to taxes and expenses.

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      The Mandatory Document Terms prohibit modifications in any material adverse respect to specified provisions of the participation agreements, lease and indentures contemplated by the note purchase agreement. Prohibited modifications to the Mandatory Document Terms are identified below:

Prohibited Modifications Under the Mandatory Document Terms

(1)  In the case of the indentures, the following modifications are prohibited:

(a)	to the granting clause of the indentures that (1) to deprive the registered holders of the equipment notes of a security interest in the aircraft, some of our rights under the purchase agreement with the aircraft manufacturer and any of the leases or (2)  eliminate the obligations intended to be secured by the indenture;
(b)	to provisions relating to the issuance, redemption, purchase, payments, and ranking of the equipment notes, including the obligation to pay the Break Amount or Make-Whole Premium;
(c)	to provisions regarding indenture events of default, remedies relating to indenture events of default and rights of the owner trustee and owner participant in such circumstances;
(d)	to provisions relating to any replaced airframe or engines with respect to an aircraft; and
(e)	to the provision that New York law will govern the indentures.

(2)  In the case of the leases, modifications are prohibited to certain of our obligations, including:

(a)	to pay basic rent, stipulated loss value, early buy-out amount and termination value to the trustee of a leased aircraft;
(b)	to record the leased aircraft indenture with the Federal Aviation Administration and to maintain that indenture as a first-priority perfected mortgage on the related aircraft;
(c)	to furnish opinions relating to a replacement airframe; and
(d)	to consent to the assignment of the lease by the owner trustee as collateral under the indenture, as well as modifications which would either alter the provision that New York law will govern the leases or would deprive the loan trustee of rights expressly granted to it under the leases.

(3)  In the case of the participation agreements, the following modifications are prohibited:

(a)	to conditions to the obligations of the trustees to purchase the equipment notes issued relating to an aircraft involving good title to that aircraft, obtaining a certificate of airworthiness for that aircraft, entitlement to the benefits of Section 1110 of the Bankruptcy Code relating to that aircraft and filings of documents with the Federal Aviation Administration;
(b)	to the provisions restricting the ability of a registered holder of equipment notes to transfer those notes;
(c)	to provisions that deprive the registered holders of equipment notes of a first priority security interest in the aircraft;
(d)	to provisions requiring the delivery of legal opinions; and
(e)	to the provision that New York law will govern the participation agreements.

      Notwithstanding the foregoing, any Mandatory Document Term may be modified to correct or supplement any provision which may be defective or to cure any ambiguity or correct any mistake, provided that such action does not materially adversely affect the interests of the registered holders of equipment notes, the subordination agent, the liquidity provider, the policy provider, the loan trustee or the certificateholders.

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Liquidation of Original Trusts

      Each of the trusts established at the time of the original issuance of the certificates will transfer and assign all of its assets and rights to a newly-created successor trust. This transfer will occur on the earlier of (1) the first business day after August 30, 2002 or, if later, the fifth business day after the delivery period termination date or (2) the fifth business day after a Triggering Event.

      The successor trusts will have substantially identical terms as the original trusts except that the successor trusts will not have the right to purchase new equipment notes and Delaware law will govern the original trusts and New York law will govern the successor trusts. The trustee of each of the original trusts will also act as trustee of the corresponding successor trust and each new trustee will assume the obligations of the original trustee. The purpose of each successor trust is the same as each original trust, namely to hold the trust property that is used to make distributions from the trust. Each of the certificates will represent the same interest in the successor trust as it represented in the original trust immediately prior to their transfer and assignment. Unless the context otherwise requires, all references in this prospectus applicable to the original trusts will apply to the successor trusts after the transfer. The original trust will continue until the transfer is effected. The original trusts may be treated as partnerships for United States federal income tax purposes but the successor trust will, in the opinion of tax counsel, be treated as grantor trusts. The purpose of using both original and successor trusts in this transaction is intended to limit the risk of partnership tax characterization of the original trusts.

Termination of the Trusts

      Our obligations and the obligations of the applicable trustee relating to a trust will terminate upon the distribution of all amounts required to be distributed to the certificateholders of that trust and the disposition of all property held in that trust. The applicable trustee will send to each certificateholder of that trust notice of the termination of that trust, the amount of the proposed final payment and the proposed date for the distribution of the final payment for that trust. The final distribution to any certificateholder of that trust will be made only upon surrender of the certificateholder’s certificates at the office or agency of the applicable trustee specified in the notice of termination. (Section 11.01)

The Trustees

      The trustee for each trust is Wilmington Trust Company.

      Except in limited circumstances, the trustees make no representations as to the validity or sufficiency of the pass through trust agreements, the certificates, the intercreditor agreement, the equipment notes, the deposit agreements, the escrow agreements, the indentures, the participation agreements, the leases or other related documents. (Sections 7.04 and 7.15) The trustee of any trust is not liable for any action it takes in good faith at the direction of the holders of a majority in interest of the certificates of such trust. In general, the trustees are under no obligation to exercise any of their rights or powers at the request of any holders of certificates issued under that trust unless the trustees are offered reasonable security and indemnity. (Section 7.03(e)) The trustees may acquire and hold certificates issued under that trust and, subject to certain conditions, may otherwise deal with us, any owner trustee or loan trustee with the same rights they would have if they were not the trustees. (Section 7.05)

      Any trustee may resign at any time, in which case we will appoint a successor trustee. If any trustee is no longer eligible to continue as trustee, becomes incapable of acting as trustee or becomes insolvent, we may remove the trustee. Additionally, the policy provider or any holder of the certificates of such trust for at least six months may, on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction to remove that trustee and appoint a successor trustee. The resignation or removal of the trustee does not become effective until the successor trustee accepts the appointment. (Sections 7.09 and 7.10) It is possible that a different trustee could be appointed to act as the successor trustee for each trust. All references in this prospectus to the trustee should be read to consider the possibility that the trusts could have different successor trustees in the event of a resignation or removal.

      We will pay or cause to be paid the applicable trustee’s fees and expenses. (Section 7.07)

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Book-Entry; Delivery and Form

      The new certificates of each trust will be represented by one or more permanent global certificates, in definitive, fully registered form without interest coupons. The global certificates will be deposited with the trustee as custodian for The Depository Trust Company, or DTC, and registered in the name of the DTC or its nominee.

The Depository Trust Company

      DTC has advised us that it is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered under the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. DTC participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to other indirect participants such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

      Neither we nor the trustee have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

      If DTC is at any time unwilling or unable to continue as a depositary for the global certificates and a successor depositary is not appointed within 90 days, the trusts will issue certificates in definitive, fully registered form in exchange for the global certificates.

Ownership of Global Certificates

      Ownership of beneficial interests in global certificates is limited to DTC participants or persons who hold interests through DTC participants. Ownership of beneficial interests in the global certificates is shown on, and the transfer of that ownership is effected only through, records maintained by DTC or its nominee with respect to interests of DTC participants and the records of DTC participants with respect to interests of persons other than participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities. These laws may limit the market for beneficial interests in the global certificates.

      So long as DTC or its nominee is the registered owner or holder of the global certificates, DTC or its nominee, as the case may be, will be considered the sole record owner or holder of the certificates represented by those global certificates. No beneficial owners of an interest in the global certificates will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to procedures under the pass through trust agreements and, if applicable, the Euroclear System or Cedel Bank Societe Anonyme.

Payments of Principal and Interest on the Global Certificates

      Payments of the principal of, Break Amount, if any, premium, if any, and interest on the global certificates will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither we, the trustee, nor any paying agent are responsible or liable for the records relating to or payments made on account of beneficial ownership interests in the global certificates.

      We expect that DTC or its nominee, upon receipt of any payment of principal, Break Amount, if any, premium, if any, or interest in respect of the global certificates, will credit the accounts of DTC participants in amounts proportionate to their respective beneficial ownership interest in the global certificates. We also expect that payments by participants to owners of beneficial interests in the global certificates will be governed by standing instructions and customary practices. Those payments will be the responsibility of those participants.

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DESCRIPTION OF THE DEPOSIT AGREEMENTS

General

      Under the escrow agreements, the escrow agent relating to each trust has entered into a separate deposit agreement with the depositary. Under the deposit agreement, the depositary established separate accounts and the proceeds from the sale of the outstanding certificates not used to purchase equipment notes on the issuance date were deposited in these accounts on behalf of the escrow agent. Upon request from the trustee of a trust, the escrow agent will make withdrawals from and re-deposits into the accounts during the delivery period. On each regular distribution date, the depositary will pay to the paying agent on behalf of the applicable escrow agent, for distribution to the certificateholders of the related trust, an amount equal to interest accrued on the deposits relating to that trust during the relevant interest period at a rate per annum equal to the interest rate applicable to the certificates issued by that trust.

      Upon each delivery of an aircraft during the delivery period, the trustees for the Class G trust, the Class C trust and Class D trust will request the escrow agent relating to that trust to withdraw from the deposits relating to that trust enough funds to enable that trustee to purchase the applicable series of equipment note relating to that aircraft. Accrued but unpaid interest on all such deposits withdrawn will be paid on the next regular distribution date. Any portion of any deposit withdrawn that is not used to purchase equipment notes will be re-deposited by each trustee into an account relating to the applicable trust. The deposits relating to each trust and interest paid on the deposits will not be subject to the subordination provisions of the intercreditor agreement and will not be available to pay any other amount relating to the certificates.

Unused Deposits

      The trustees’ obligations to purchase the equipment notes issued for each aircraft are subject to satisfaction of some conditions at the time of delivery, as set forth in the note purchase agreement. See “Description of the New Certificates — Obligation to Purchase Equipment Notes.” Since the aircraft are scheduled for delivery from time to time during the delivery period, all these conditions may not be satisfied at the time of delivery for each aircraft. Moreover, since the aircraft will be newly or recently manufactured, their delivery as scheduled is subject to delays in the manufacturing process and to the manufacturer’s right to postpone deliveries under its agreement with us. See “Description of the Aircraft and Appraisals — Deliveries of Aircraft.” Depending on the circumstances of the financing of each aircraft, the maximum aggregate principal amount of equipment notes may not be issued.

      In addition, if any funds remain as deposits relating to any trust on the earlier of (1) August 30, 2002, or, if the equipment notes relating to all of the aircraft have not been purchased by the trustees on or prior to that date due to any reason beyond our control and not resulting from our fault or negligence, November 30, 2002, and (2) the date on which the equipment notes issued relating to all of the aircraft have been purchased by the trustees under the note purchase agreement, the escrow agent will withdraw the funds and distribute them, with accrued and unpaid interest, to the certificateholders of that trust after at least 20 days’ prior written notice. In addition, these distributions with respect to the Class G and Class C trusts will include a premium payable by us equal to the Deposit Make-Whole Premium with respect to the remaining deposits applicable to each trust, except that with respect to the Class C trust, the Deposit Make-Whole Premium relating to the remaining deposits applicable to that trust will be payable only to the extent the remaining deposits exceed $10 million. Any distribution of remaining deposits applicable to the Class D trust will not include the Deposit Make-Whole Premium, but will include the Deposit Break Amount, if any, and, if that distribution occurs on or before January 1, 2002, a premium equal to 1% of the amount of the remaining deposits. The policy does not cover the Deposit Make-Whole Premium. Since the Maximum Principal Amount of equipment notes may not be issued for an aircraft and, in each such case, the Series C equipment notes and/or the Series D equipment notes are more likely not to be issued in the Maximum Principal Amount as compared to the Series G equipment notes, it is more likely that a distribution of unused deposits will be made for the Class C certificates and/or the Class D certificates as compared to the Class G certificates. In addition, notwithstanding the $10 million limitation, if any aircraft is not delivered by the manufacturer on or prior to the delivery

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period termination date due to any reason not occasioned by our fault or negligence and no substitute aircraft is provided in lieu of that aircraft, no Deposit Make-Whole Premium will be paid on the unused deposits to be distributed as a result of that failure to deliver in an amount (the “Non-Premium Amount”) equal to the Maximum Principal Amount of equipment notes that could have been issued and acquired by that trust relating to that aircraft in accordance with the Mandatory Economic Terms and these unused deposits will not be included in the calculation of the $10 million. Payment of any Deposit Make-Whole Premium and Deposit Break Amount will be our unsecured obligations.

Distribution Upon Occurrence Of Triggering Event

      If a Triggering Event occurs prior to the delivery period termination date, the escrow agent for each trust will withdraw any funds then held as deposits relating to that trust and cause those funds, with accrued and unpaid interest but without any premium, to be distributed to the certificateholders of that trust by the paying agent on behalf of the escrow agent, after at least 20 days’ prior written notice. Accordingly, if a Triggering Event occurs prior to the delivery period termination date, the trusts will not acquire equipment notes issued relating to aircraft delivered after the occurrence of the Triggering Event.

Depositary

      Citibank, N.A. (“Citibank”) will act as Depositary.

      Citibank has short term unsecured debt ratings of P-1 from Moody’s and A-1+ from Standard & Poor’s.

      Citibank is a wholly-owned subsidiary of Citicorp, a Delaware corporation, and is Citicorp’s principal subsidiary. Citicorp has been a wholly-owned subsidiary of Citigroup Inc., a Delaware holding company formerly known as Travelers Group Inc., since October 8, 1998, when Citicorp merged with and into a wholly-owned subsidiary of Travelers Group Inc. As of March 31, 2000, the total assets of Citibank and its consolidated subsidiaries represented more than 80% of the total assets of Citicorp and its consolidated subsidiaries.

      The Consolidated Balance Sheets of Citibank as of December 31, 2000 and as of December 31, 1999 are set forth in the Annual Report on Form 10-K of Citicorp and its subsidiaries for the year ended December 31, 2000 are set forth in the Form 10-Q of Citicorp and its subsidiaries for the quarter ended March 31, 2000. Copies of such reports are available upon request, without charge, by writing or calling Citigroup Document Services, 140 58th Street, Brooklyn, New York 11220, (718) 765-6460.

      Citibank has not been involved in the preparation of, nor does it accept responsibility for, this prospectus. Salomon Smith Barney Inc., an affiliate of Citibank, was an initial purchaser of the certificates.

Replacement of Depositary

      If the depositary’s short-term unsecured debt rating falls below A-1+ from Standard & Poor’s or P-1 from Moody’s then we must, within 45 days of that event occurring, replace the depositary with a new depositary bank that has short-term unsecured debt ratings of at least A-1+ from Standard & Poor’s and P-1 from Moody’s. We can select a replacement depositary with lower ratings if we have obtained (1) written confirmation from each rating agency that the replacement will not cause a reduction of any rating then in effect for any class of certificates by that rating agency without regard to any downgrading of any rating of the depositary being replaced and without regard to the policy and (2) the prior written consent of the policy provider. Any such replacement shall require a confirmation of the certificate ratings from the rating agencies.

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DESCRIPTION OF THE ESCROW AGREEMENTS

      Each escrow agent, each paying agent, each trustee and the initial purchasers entered into a separate escrow agreement for the benefit of the certificateholders of each trust as holders of the escrow receipts affixed on the certificates. Approximately $29.0 million of the cash proceeds of the initial sale of the certificates was used on the issuance date to refinance one aircraft which was delivered on May 9, 2001. The remaining cash proceeds of each trust were deposited on behalf of the escrow agent (for the benefit of receiptholders) with the depositary as deposits relating to that trust. The escrow agent of each trust was given irrevocable instructions (1) to permit the trustee of that trust to cause funds to be drawn from the deposits on or prior to the delivery period termination date to enable the trustee to purchase equipment notes on and subject to the terms and conditions of the note purchase agreement and (2) to direct the depositary to pay interest on the deposits accrued in accordance with the deposit agreement to the paying agent for distribution to the receiptholders.

      Each escrow agreement requires that the paying agent establish and maintain, for the benefit of the related receiptholders, one or more paying agent accounts, which will be non-interest-bearing. Under the escrow agreement, the paying agent is required to deposit interest on deposits relating to each trust and any unused deposits withdrawn by the escrow agent in the paying agent account. All amounts so deposited will be distributed by the paying agent on a regular distribution date or special distribution date, as appropriate.

      Upon receipt by the depositary on behalf of the escrow agent of the cash proceeds from the certificates as described above, the escrow agent will issue one or more escrow receipts that will be affixed by the relevant trustee to each certificate. Each escrow receipt evidences a fractional undivided interest in amounts from time to time deposited into the paying agent account and is limited in recourse to amounts deposited into that account. An escrow receipt may not be assigned or transferred except in connection with the assignment or transfer of the certificate to which it is affixed. Each escrow receipt will be registered by the escrow agent in the same name and manner as the certificate to which it is affixed.

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DESCRIPTION OF THE LIQUIDITY FACILITIES

General

      Westdeutsche Landesbank Girozentrale, acting through its New York branch, the liquidity provider, has entered into separate revolving credit agreements, or liquidity facilities, with the subordination agent relating to the certificates of the Class G and Class C trusts. There is no liquidity facility for the Class D trust. Under each liquidity facility, the liquidity provider will, if necessary, make one or more Interest Drawings sufficient to pay interest relating to the certificates of that trust on up to three successive semi-annual regular distribution dates without regard to any future payments of principal on the certificates. The amount of these advances will be based on the interest rates shown on the cover page of this prospectus for those certificates. The liquidity facilities will not cover interest payable by the depository on the deposits.

      The liquidity facilities are intended to enhance the likelihood of timely receipt by the certificateholders of the Class G and Class C trusts of the interest payable in respect of the certificates of that trust on up to three consecutive semiannual regular distribution dates. If interest payment defaults occur which exceed the amount covered by or available under the liquidity facility for any trust, the certificateholders of that trust will bear their allocable share of the deficiencies to the extent that there are no other sources of funds, including, in the case of the Class G trust, funds from the certificate guaranty insurance policy. Although Westdeutsche Landesbank Girozentrale, acting through its New York branch, is the initial liquidity provider, it may be replaced by one or more other entities with respect to the trusts. Therefore, the liquidity provider for the Class G and Class C trusts may differ.

Drawings

      The initial amount available under the liquidity facilities for the Class G trust and the Class C trust at October 2, 2002, the first regular distribution date after the scheduled delivery period termination date will be $34,392,857 and $6,955,878, respectively. This assumes that equipment notes in the Maximum Principal Amount relating to all aircraft are acquired by the trusts and that all interest and principal due on or prior to October 2, 2002 is paid.

      The maximum amount available to be drawn under the liquidity facility relating to the Class G and Class C trusts on any regular distribution date to fund any shortfall of interest for certificates of that trust will not exceed the Maximum Available Commitment.

      The liquidity facility for the Class G and Class C trusts does not allow drawings to pay for principal of or premium relating to the certificates of that trust or any interest relating to the certificates of that trust in excess of the interest rate on those certificates for that trust or more than three semiannual installments of interest or principal of or interest or premium relating to the certificates of any other trust. (Liquidity Facilities, Section 2.02; Intercreditor Agreement, Section 3.6)

      Each payment by the liquidity provider under each liquidity facility reduces the Maximum Available Commitment under that liquidity facility by the amount of that payment, subject to reinstatement as described below.

      With respect to any drawings under the liquidity facility for any relevant trust, upon reimbursement of the liquidity provider in full or in part for the amount of those drawings plus interest thereon, the Maximum Available Commitment under that liquidity facility in respect of interest on the certificates of that trust will be reinstated to an amount not to exceed the then Required Amount of that liquidity facility. However, the liquidity facility will not be reinstated at any time after (1) a liquidity event of default has occurred and is continuing and (2) less than 65% of the then aggregate outstanding principal amount of all equipment notes are Performing Equipment Notes. With respect to any other drawings under that liquidity facility, amounts available to be drawn under the facility are not subject to reinstatement. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the certificates of any relevant trust, the Maximum Available Commitment of the liquidity facility for that trust will be automati-

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cally reduced from time to time to an amount equal to the Required Amount, as calculated by the subordination agent. (Liquidity Facilities, Section 2.04(a); Intercreditor Agreement, Section 3.6(j))

Possible Replacement of the Liquidity Facility

      If at any time the short-term unsecured debt rating of any liquidity provider for any trust or, if applicable, of any guarantor of the obligations of that liquidity provider, then issued by either rating agency is lower than the Threshold Rating, the liquidity facility provided by the liquidity provider for the related class of certificates may be replaced by a Replacement Facility. In the event that a liquidity facility is not replaced within 10 days after notice of the downgrading and as otherwise provided in the intercreditor agreement, the subordination agent will request the Downgrade Drawing in an amount equal to the then Maximum Available Commitment thereunder and will hold the proceeds in a cash collateral account for that trust as cash collateral to be used for the same purposes and under the same circumstances as cash payments of Interest Drawings under the liquidity facility would be used. (Liquidity Facilities, Section 2.02(c); Intercreditor Agreement, Section 3.6(c))

Expiration of Liquidity Provider’s Obligations

      The liquidity facility for each trust provides that the relevant liquidity provider’s obligations will expire on the earliest of the following:

(1)	364 days after the initial issuance date of the certificates counting from and including the issuance date;
(2)	the date on which the subordination agent delivers to the liquidity provider a certification that all of the certificates of that trust have been paid in full or provision has been made for payment;
(3)	the date on which the subordination agent delivers to the liquidity provider a certification that a Replacement Facility has been substituted for that liquidity facility;
(4)	the fifth business day following receipt by the subordination agent of a notice of termination of a liquidity facility from that liquidity provider (see “— Liquidity Events of Default”); or
(5)	the date on which no amount is or may, by reason of reinstatement, become available for drawing under that liquidity facility.

      Each liquidity facility provides that its scheduled expiration date may be extended for additional 364-day periods.

Replacement of any Liquidity Facility

      The intercreditor agreement provides for the replacement of any liquidity facility for any relevant trust, other than a liquidity facility which expires no earlier than 15 days later than the final legal distribution date for the related class, in the event that that liquidity facility is not extended at least 25 days prior to its then scheduled expiration date. In the event that liquidity facility is not so extended or replaced by the 25th day prior to its then scheduled expiration date, the subordination agent will request a Non-Extension Drawing in an amount equal to the then Maximum Available Commitment under the liquidity facility and hold the proceeds in the cash collateral account for that trust as cash collateral to be used for the same purposes and under the same circumstances, and subject to the same conditions, as cash payments of drawings under that liquidity facility would be used. (Liquidity Facilities, Section 2.02(b))

      We may, at our option, with or without cause, arrange for a Replacement Facility at any time to replace the liquidity facility for any trust, including any Replacement Facility described in the following sentence. In general, we may not replace the initial liquidity provider prior to the fifth anniversary of the date the outstanding certificates were issued. In addition, if any liquidity provider determines not to extend its liquidity facility, then that liquidity provider may, at its option, arrange for a Replacement Facility to replace that liquidity facility during the period no earlier than 40 days and no later than 25 days prior to the then scheduled expiration date of that liquidity facility. Each liquidity provider also has the right to arrange for a Replacement

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Facility at any time after making a Non-Extension Drawing. If any Replacement Facility is provided at any time after a Downgrade Drawing or a Non-Extension Drawing under any liquidity facility, the funds with respect to that liquidity facility on deposit in the cash collateral account for that trust will be returned to the liquidity provider being replaced. (Intercreditor Agreement, Section 3.6(e))

Final Drawing Upon Termination of any Liquidity Facility

      The intercreditor agreement provides that, upon receipt by the subordination agent of a notice of termination with respect to any liquidity facility from the liquidity provider, the subordination agent will request a Final Drawing under that liquidity facility in an amount equal to the then Maximum Available Commitment under the liquidity facility and will hold the proceeds in the cash collateral account for the related trust as cash collateral to be used for the same purposes and under the same circumstances as cash payments of drawings under that liquidity facility would be used. (Liquidity Facilities, Section 2.02(d); Intercreditor Agreement, Section 3.6(i))

Mechanics of Drawings

      Drawings under any liquidity facility will be made by delivery by the subordination agent of a certificate in the form required by that liquidity facility. Upon receipt of that certificate, the liquidity provider is obligated to make payment of the drawing requested thereby in immediately available funds. Upon payment by any liquidity provider of the amount specified in any drawing under any liquidity facility, the liquidity provider will be fully discharged of its obligations under that liquidity facility relating to the drawing and will not thereafter be obligated to make any further payments under that liquidity facility in respect of the drawing to the subordination agent or any other person. (Liquidity Facility, Section 2.02(f))

Reimbursement of Drawings

      Amounts drawn under any liquidity facility by reason of an Interest Drawing or the Final Drawing will be immediately due and payable, together with interest on the amount of that drawing, with respect to the period from the date of its borrowing to but excluding the third business day following the applicable liquidity provider’s receipt of the notice of the Interest Drawing, at the Base Rate plus 2.25% per annum, and thereafter, at LIBOR for the applicable interest period plus 2.25% per annum. The subordination agent will be obligated to reimburse amounts only if the subordination agent has funds available. In the case of a final drawing, however, the subordination agent may convert the final drawing into a drawing bearing interest at the Base Rate plus 2.25% per annum on the last day of an interest period for that drawing.

Downgrade Drawing or Non-Extension Drawing

      The amount drawn under the liquidity facility for any relevant trust by reason of a Downgrade Drawing or a Non-Extension Drawing will be treated as set forth below:

Treatment of Amount Drawn Under a Liquidity Facility

(1)	the amount will be released on any distribution date to the relevant liquidity provider to the extent that the amount exceeds the Required Amount;
(2)	any portion of the amount withdrawn from the cash collateral account for those certificates to pay interest on the certificates will be treated in the same way as Interest Drawings; and
(3)	the balance of the amount will be invested in certain specified investments.

      The Downgrade Drawing or Non-Extension Drawing under any liquidity facility, other than any portion applied to the payment of interest on the certificates, will bear interest with respect to the period from the date of borrowing to but excluding the third business day following the liquidity provider’s receipt of the notice of the Downgrade Drawing or Non-Extension Drawing, at the Base Rate plus 0.35% per annum, and thereafter at LIBOR for the applicable interest period plus 0.35% per annum. The subordination agent will be obligated to pay that interest only if it has funds available. (Liquidity Facilities, Section 2.06)

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Liquidity Events of Default

      If (1) any event of default under any liquidity facility has occurred and is continuing and (2) less than 65% of the aggregate outstanding principal amount of all equipment notes are Performing Equipment Notes, the applicable liquidity provider may, in its discretion, give a notice of termination of the related liquidity facility the effect of which will be as follows:

Effect of Notice of Termination Due to Liquidity Event of Default

(1)	that liquidity facility will expire on the fifth business day after the date on which the termination notice is received by the subordination agent;
(2)	the subordination agent will promptly request, and the liquidity provider will make, a Final Drawing under that liquidity facility in an amount equal to the then Maximum Available Commitment under that liquidity facility;
(3)	any drawing remaining unreimbursed as of the date of termination will be automatically converted into a Final Drawing under that liquidity facility and
(4)	all amounts owing to the liquidity provider will automatically become accelerated.

      Notwithstanding the foregoing, the subordination agent will be obligated to pay amounts owing to the liquidity provider only to the extent of available funds after giving effect to the payments in accordance with the provisions under “Description of the Intercreditor Agreement — Priority of Distributions.” Liquidity Facilities, Section 6.01) Upon the circumstances described below under “Description of the Intercreditor Agreement — Intercreditor Rights-Controlling Party,” a liquidity provider may become the Controlling Party relating to the exercise of remedies under the indentures. (Intercreditor Agreement, Section 2.6(c))

Liquidity Provider

      The initial liquidity provider for the Class G trust and the Class C trust will be Westdeutsche Landesbank Girozentrale, acting through its New York branch. Westdeutsche Landesbank Girozentrale has short-term unsecured debt ratings of P-1 from Moody’s Investors Service, Inc. and A-1+ from Standard & Poor’s rating services, a division of The McGraw-Hill Companies, Inc.

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DESCRIPTION OF THE POLICY AND

THE POLICY PROVIDER AGREEMENT

The Policy

      Ambac Assurance Corporation, the policy provider, has issued its insurance policy in favor of the subordination agent for the benefit of the Class G trustee and holders of the Class G certificates (and the holders of the escrow receipts attached to those certificates in respect of interest only). The policy does not cover any amounts payable on the Class C or Class D certificates. The intercreditor agreement directs the subordination agent to make a drawing under the policy under the following five circumstances:

Interest Drawings

      If on any regular distribution date, other than the final legal distribution date, after giving effect to the subordination provisions of the intercreditor agreement and any amounts received by the escrow agent in an account for the paying agent of the Class G certificates in respect of accrued interest on the Class G deposits, any drawing paid under the Class G liquidity facility in respect of interest due on the Class G certificates on the distribution date and any withdrawal of funds from the Class G cash collateral account in respect of such interest, the subordination agent does not then have sufficient funds available for the payment of all amounts due and owing in respect of accrued interest on the Pool Balance of the Class G certificates at the interest rate for Class G certificates and accrued and unpaid interest on any deposit relating to the escrow receipts attached to those certificates, the subordination agent is to request a policy drawing under the policy in an amount sufficient to enable the subordination agent to pay the accrued interest on the Class G certificates.

Proceeds Deficiency Drawing

      If on any special distribution date, except if the policy provider makes a Policy Provider Election, established by the subordination agent by reason of its receipt of a special payment constituting the proceeds of any Series G equipment note or the related Trust Indenture Estate or Collateral, as the case may be, after giving effect to the subordination provisions of the intercreditor agreement and to the application of any amounts received by the escrow agent in the Class G paying agent account in respect of accrued interest on the Class G deposits, any drawing paid under the Class G liquidity facility in respect of interest due on the Class G certificates on such distribution date and any withdrawal of funds in the Class G cash collateral account in respect of such interest, the subordination agent does not then have sufficient funds available for a reduction in the outstanding Pool Balance of the Class G certificates by an amount equal to the outstanding principal amount of such equipment note, determined immediately prior to the receipt of such proceeds, plus accrued and unpaid interest on the amount of such reduction at the interest rate for the period from the immediately preceding regular distribution date to such special distribution date, the subordination agent is to request a policy drawing under the policy in an amount sufficient to enable the subordination agent to pay the amount of such reduction plus such accrued interest.

No Proceeds Drawing

      On the first business day that is 24 months after the last date on which any payment was made in full on any Series G equipment note as to which there has subsequently been a failure to pay principal or that has subsequently been accelerated, if the subordination agent has not received a special payment constituting proceeds from the disposition of, or in respect of, that equipment note, the subordination agent is to request a policy drawing under the policy in an amount equal to the then outstanding principal amount of that equipment note plus accrued and unpaid interest thereon at the interest rate relating to the Class G certificates from the immediately preceding regular distribution date to that special distribution date. The subordination agent will give prompt notice to each trustee, the liquidity provider and the policy provider setting forth the non-receipt of any such special payment and which notice is to be given not less than 25 days prior to that special distribution date. After the payment by the policy provider in full of the amount of principal and accrued interest for the policy drawing, the subordination agent will have no right to make any further policy

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drawing in respect of any subsequent sale or other disposition of the defaulted Series G equipment note, except for Preference Amounts.

      Notwithstanding the foregoing, the policy provider has the right at the end of any such 24-month period, so long as no Policy Provider Default has occurred and is continuing, to elect instead (referred to as a “Policy Provider Election”):

(1)	to pay on that special distribution date an amount equal to any shortfall in the scheduled principal and interest that came due on that equipment note, without regard to the acceleration thereof, during that 24-month period, after giving effect to the application of funds received from the Class G liquidity facility, the Class G cash collateral account, in each case, attributable to such interest;
(2)	on each regular distribution date that occurs after that special distribution date, to permit drawings under the policy for an amount equal to the scheduled principal and interest that were to become due on that equipment note on the related payment date, without regard to any acceleration thereof until the establishment of an Election Distribution Date or such special distribution date elected by the policy provider upon 20 days’ notice; and
(3)	on any Election Distribution Date or such special distribution date elected by the policy provider upon 20 days’ notice, the subordination agent shall be required, in each case, to make a policy drawing for an amount equal to the then outstanding principal balance of such equipment note and accrued interest thereon at the interest rate for the Class G certificates from the immediately preceding regular distribution date to the Election Distribution Date, after giving effect to the application of funds, if any, received from the Class G liquidity facility and the Class G cash collateral account attributable to that interest, less any policy drawings previously paid by the policy provider in respect of principal on that equipment note, without derogation of the policy provider’s continuing obligations for all previous Policy Drawings that remain unpaid in respect of such equipment note.

      The intercreditor agreement instructs the subordination agent to make each drawing under the policy.

      In addition, regardless of whether or not the policy provider makes a Policy Provider Election, the policy provider will honor drawings under the policy by any liquidity provider (including any liquidity provider providing a Replacement Facility) to cover the payment to such liquidity provider (including any liquidity provider providing a Replacement Facility) of interest accruing on the outstanding drawings under the Class G and Class C liquidity facilities from and after the end of that 24-month period as and when that interest becomes due in accordance with that liquidity facility.

Final Policy Drawing

      If on the final legal distribution date of the Class G certificates after giving effect to the subordination provisions of the intercreditor agreement and to the application of any amounts received by the escrow agent in the Class G paying agent account in respect of accrued interest on the Class G deposits, any drawing paid under the Class G liquidity facility in respect of interest included in the Final Distributions and any withdrawal of funds in the Class G cash collateral account in respect of interest included in the Final Distributions, the subordination agent does not then have sufficient funds available for the payment in full of the Final Distributions, calculated as at such date but excluding any accrued and unpaid premium, on the Class G certificates, the subordination agent is to request a policy drawing under the policy in an amount sufficient to enable the subordination agent to pay the Final Distributions, calculated as at such date but excluding any accrued and unpaid premium, on the Class G certificates.

Avoidance Drawing

      If at any time the subordination agent has actual knowledge of the issuance of any Order, the subordination agent is to give prompt notice to each trustee, each liquidity provider and the policy provider of that order and prior to the expiration of the policy, to request a policy drawing for the relevant Preference Amount and to deliver to the policy provider a copy of the documentation required by the policy with respect

52

to that Order. To the extent that any portion of the Preference Amount is to be paid to the subordination agent and not to any receiver, conservator, debtor-in-possession or trustee in bankruptcy as provided in the policy, the subordination agent will establish as a special distribution date the date that is the earlier of the third business day after the date of the expiration of the policy and the business day that immediately follows the 25th day after that notice for distribution of that portion of the proceeds of the policy drawing. With respect to that special distribution date, the subordination agent is to request a policy drawing for the relevant Preference Amount and to deliver to the policy provider a copy of the documentation required by the policy with respect to that Order.

General

      All requests by the subordination agent for a policy drawing are to be made by it no later than 1:00 p.m. New York City time on the applicable distribution date and in the form required by the policy and delivered to the policy provider in accordance with the policy. All proceeds of any policy drawing are to be deposited by the subordination agent in the Policy Account and from there paid to the Class G trustee (or the escrow agent, as the case may be) for distribution to the holders of the Class G certificates (or the escrow receipts attached to such certificates, as the case may be) without regard to the subordination provisions of the intercreditor agreement. In the case of any Preference Amounts, however, all or part of the policy drawing will be paid directly to the bankruptcy receiver, debtor-in-possession or trustee to the extent such amounts have not been paid by the certificateholders. If any request for a policy drawing is rejected as not meeting the requirements of the policy, the subordination agent is to resubmit that request so as to meet those requirements.

      The policy provides that if a request for a policy drawing is properly submitted or resubmitted it will pay to the subordination agent for deposit in the Policy Account the applicable payment under the policy no later than 4:00 p.m. on the later of the relevant distribution date and the date the request is received by the policy provider if the request is received by 1:00 p.m. on that date or the next Policy Business Day if the request is received after that time.

      Once any payment under the policy is paid to the subordination agent (or, in the case of payments made in respect of escrow receipts, the applicable paying agent), the policy provider will have no further obligation in respect of those payments. The policy provider will not be required to make any payment except at the times and in the amounts and under the circumstances expressly set forth in the policy.

      The policy does not cover:

(1)	shortfalls, if any, attributable to the liability of the Class G trust, the Class G trustee or the subordination agent for withholding taxes, if any (including interest and penalties in respect of that liability);
(2)	any premiums or prepayment or other acceleration payment payable with respect to the Class G certificates; or
(3)	any failure of the subordination agent or the Class G trustee to make any payment due to the holders of the Class G certificates from funds received.

      The policy provider’s obligation under the policy will be discharged to the extent that funds are received by the subordination agent or the Class G paying agent for distribution to the Class G trustee and the holders of Class G certificates or escrow receipts attached to such certificates, whether or not the funds are properly distributed by the subordination agent or the Class G trustee or the Class G paying agent.

      The policy is noncancellable. The policy expires and terminates without any action on the part of the policy provider or any other person on the date that is one year and one day following the date on which the Class G certificates have been paid in full, unless an Insolvency Proceeding has commenced against us or any liquidity provider and has not been concluded or dismissed on the termination date, in which case, the policy will expire and terminate on the later of:

(1)  the date of the conclusion or dismissal of that Insolvency Proceeding without continuing jurisdiction by the court in that Insolvency Proceeding; and

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(2)  the date on which the policy provider has made all payments required to be made under the terms of the policy in respect of the Preference Amounts.

      No portion of the premium under the policy is refundable for any reason including payment, or provision being made for payment.

      The policy is issued under and pursuant to and will be construed under, the laws of the State of New York.

The Policy Provider Agreement

      We, the subordination agent and the policy provider have entered into an insurance and indemnity agreement pursuant to which we agreed to reimburse the policy provider for amounts paid pursuant to claims made under the policy. Under the agreement, we agree to pay the policy provider a premium for the policy based on the Pool Balance of the Class G certificates and a fee in connection with any prepayment of the certificates, including by reason of an acceleration of the underlying equipment notes, but excluding a prepayment associated with an Event of Loss of an aircraft, and to reimburse the policy provider for expenses.

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DESCRIPTION OF THE INTERCREDITOR AGREEMENT

Intercreditor Rights

Controlling Party

      Under any indenture at any time after an event of default has occurred and is continuing thereunder, the loan trustee will be directed in taking, or refraining from taking, any action under that indenture or relating to the equipment notes issued under that indenture by the Controlling Party, including acceleration of the equipment notes and foreclosing the lien on the aircraft securing the equipment notes, in each case, in accordance with their terms. See “Description of the New Certificates — Indenture Event of Default and Certain Rights Upon an Indenture Event of Default” and below at “— Voting of Equipment Notes” for a description of the rights of the certificateholders of each trust to direct the respective trustees.

      The “Controlling Party” will be the policy provider until payment of final distributions to the holders of the Class G certificates is made and no obligations owing to the policy provider remain outstanding or, if a Policy Provider Default has occurred and is continuing, the Class G trustee until payment of final distributions to the holders of the Class G certificates is made. Subsequently, the Controlling Party will then be the Class C trustee until payment of final distributions to the holders of the Class C certificates is made and then the Controlling Party will be the Class D trustee. However, if the policy provider makes a policy drawing in respect of a Preference Amount after the payment of final distributions to the holders of the Class G certificates has been made, so long as no Policy Provider Default has occurred and is continuing, the policy provider will be the Controlling Party until no Policy Provider Obligations remain outstanding. Subsequently, the Controlling Party will then be the Class C trustee until payment of final distributions to the holders of the Class C certificates is made and then the Controlling Party will be the Class D trustee.

      For purposes of giving effect to the rights of the Controlling Party, the trustees other than the Controlling Party will irrevocably agree, and the certificateholders, other than the certificateholders represented by the Controlling Party, will be deemed to agree by virtue of their purchase of certificates, that the subordination agent, as record holder of the equipment notes, will exercise its voting rights in respect of the equipment notes as directed by the Controlling Party. (Intercreditor Agreement, Section 2.6) For a description of certain limitations on the Controlling Party’s rights to exercise remedies, see “Description of the Equipment Notes — Remedies” and to exercise certain other voting rights, see below at “— Voting of Equipment Notes.”

Sale of Equipment Notes or Aircraft

      Following the occurrence and during the continuation of an indenture event of default, the Controlling Party will be entitled to accelerate, and, subject to the provisions of the immediately following sentence, may direct the subordination agent, as the registered holder of the equipment notes, to sell all (but not less than all) of the equipment notes issued under that indenture to any person, provided, however, that the Controlling Party will first offer to the Class D certificateholders the right to purchase all, but not less than all, of those equipment notes for a purchase price equal to the amount of the obligations secured by that indenture. So long as any certificates are outstanding, during nine months after the earlier of:

      (1)  the acceleration of the equipment notes under any indenture; and

      (2)  our bankruptcy or insolvency, without the consent of each trustee,

no aircraft subject to the lien of the indenture relating to the defaulted equipment notes, or the defaulted equipment notes, may be sold if the net proceeds from the sale would be less than the Minimum Sale Price for the aircraft or those equipment notes. In addition, the amount and payment dates of rentals payable by us under the lease for a leased aircraft may not be adjusted, if, as a result of the adjustment, the discounted present value of all rentals would be less than 75% of the discounted present value of the rentals payable by us under the lease before giving effect to the adjustment, in each case, using the weighted average interest rate of the equipment notes issued under that indenture as the discount rate. In addition, the Controlling Party will not direct the sale of any aircraft unless the Controlling Party first offers to the Class D certificateholders the right to purchase all, but not less than all, of the equipment notes issued under the relevant indenture for a

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purchase price equal to the amount of the obligations secured by that indenture. (Intercreditor Agreement, Section 4.1(a))

      The subordination agent may from time to time during the continuance of an indenture event of default and before the occurrence of a Triggering Event commission LTV Appraisals relating to an aircraft at the request of the Controlling Party. (Intercreditor Agreement, Section 4.1(a)(iii))

Priority of Distributions

      So long as no Triggering Event has occurred, payments relating to the equipment notes and other payments received on any distribution date will be promptly distributed by the subordination agent on that distribution date in the following order of priority:

Priority of Distributions if No Triggering Event Has Occurred

(1)	to pay all accrued and unpaid Liquidity Expenses to the liquidity provider and all accrued and unpaid Policy Expenses to the policy provider, proportionately;
(2)	to pay interest accrued on the Liquidity Obligations, as determined after giving effect to payments by the policy provider to the liquidity provider, to the liquidity provider and interest accrued on Policy Provider Obligations to the policy provider and, if the policy provider has elected to pay to the liquidity provider all outstanding drawings and interest thereon owing to the liquidity provider under the liquidity facilities, to reimburse the policy provider for the amount of such payment made to the liquidity provider attributable to interested accrued on such drawings, proportionately;
(3)	(A) if applicable, to replenish each cash collateral account up to the applicable Required Amount or (B) if clause (A) is unapplicable, to pay or reimburse the liquidity provider for the Liquidity Obligations, other than amounts payable pursuant to clauses (1) and (2) above and as determined after giving effect to payments by the policy provider to the liquidity provider and, if the policy provider has elected to pay to the liquidity provider all outstanding drawings and interest thereon owing to the liquidity provider under the liquidity facilities, to reimburse the policy provider for the amount of such payment made to the liquidity provider in respect of principal of drawings under the liquidity facilities, proportionately;
(4)	if, with respect to any particular liquidity facility, any amounts are to be distributed to replenish the related cash collateral account pursuant to clause (3)(A) above, then the liquidity provider with respect to that liquidity facility will be paid the excess of (x) the aggregate outstanding amount of unreimbursed drawings, whether or not then due, under that liquidity facility over (y) the Required Amount for the relevant class, proportionately;
(5)	to pay Expected Distributions on the Class G certificates to the holders of Class G certificates;
(6)	to pay or reimburse the policy provider for any Policy Provider Obligations, other than amounts payable pursuant to clauses (1) and (2) above and any Excess Reimbursement Obligations;
(7)	to pay Expected Distributions on the Class C certificates to the holders of Class C certificates;
(8)	to pay any Excess Reimbursement Obligations to the policy provider;
(9)	to pay Expected Distributions on the Class D certificates to the holders of the Class D certificates; and

(10)  to pay fees and expenses of the subordination agent and the trustees.

(Intercreditor Agreement, Sections 2.4 and 3.2)

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Priority of Distributions if a Triggering Event Has Occurred

      Upon the occurrence of a Triggering Event and at all times after the Triggering Event, all funds received by the subordination agent in respect of the equipment notes and certain other payments will be promptly distributed by the subordination agent in the following order of priority:

(1)	to pay Administrative Expenses;
(2)	to the liquidity provider to pay the Liquidity Expenses and to the policy provider to pay the Policy Expenses, proportionately;
(3)	to the liquidity provider, to pay interest accrued on the Liquidity Obligations, as determined after giving effect to certain payments by the policy provider to the liquidity provider, and to the policy provider to pay interest accrued on certain Policy Provider Obligations and, if the policy provider has elected to pay to the liquidity provider all outstanding drawings and interest thereon owing to the liquidity provider under the liquidity facilities, to reimburse the policy provider for the amount of such payment made to the liquidity provider attributable to interest accrued on such drawings, proportionately;
(4)	(A) if applicable, with respect to any particular liquidity facility, to replenish the related cash collateral account up to the Required Amount for the related class of certificates unless (a) less than 65% of the aggregate outstanding principal amount of all equipment notes are Performing Equipment Notes and a Liquidity Event of Default has occurred and is continuing under that liquidity facility or (b) a Final Drawing has occurred under that liquidity facility (less the amount of any repayments of Interest Drawings under that liquidity facility while subclause (a) is applicable) or (B) if Clause (A) is inapplicable, to the liquidity provider to pay the outstanding amount of all remaining Liquidity Obligations, as determined after giving effect to payments by the policy provider to the liquidity provider, and, if the policy provider has elected to pay to the liquidity provider all outstanding drawings and interest thereon owing to the liquidity provider under the liquidity facilities, to reimburse the policy provider for the amount of such payment made to the liquidity provider in respect of principal of drawings under the liquidity facilities, proportionately;
(5)	if, with respect to any particular liquidity facility, any amounts are to be distributed to replenish the related cash collateral account pursuant to clause (4)(A) above, then the liquidity provider with respect to that liquidity facility will be paid the excess of (x) the aggregate outstanding amount of unreimbursed drawings, whether or not then due, under that liquidity facility over (y) the Required Amount for the relevant class, less the amount of any repayments of Interest Drawings under that liquidity facility while subclause (a) of (4)(A) above is applicable, proportionately;
(6)	to pay fees, taxes, charges and other amounts payable to the subordination agent, any trustee or any certificateholder;
(7)	to pay Adjusted Expected Distributions on the Class G certificates to the holders of Class G certificates;
(8)	to the policy provider, to pay the Policy Provider Obligations, other than amounts payable pursuant to clauses (1), (2), (3) and (4) above and any Excess Reimbursement Obligations;
(9)	to pay Adjusted Expected Distributions on the Class C certificates to the holders of Class C certificates;

(10)	to pay any Excess Reimbursement Obligations to the policy providers; and
(11)	to pay Adjusted Expected Distributions on the Class D certificates to the holders of Class D certificates.

(Intercreditor Agreement, Section 3.3)

      The priority of distributions after a Triggering Event will have the effect of requiring the distribution to the holders of Class G certificates of payments received relating to the series of equipment notes applicable to

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the Class C and Class D certificates and the distribution of Class C certificates of payments received relating to the series of equipment notes applicable to the Class D certificates. If this should occur, the interest accruing on the equipment notes would in the aggregate be less than the interest accruing on the remaining certificates because those certificates include a relatively greater proportion of Class or Classes with relatively higher interest rates. As a result of these possible interest shortfalls, the holders of Class C and Class D certificates may not receive the full amount due to them after a Triggering Event even if all equipment notes are eventually paid in full.

      Payments in respect of the deposits relating to a trust will not be subject to the subordination provisions of the Intercreditor Agreement.

      Interest drawings under the liquidity facility and withdrawals from the cash collateral account, in each case in respect of interest on the certificates of any relevant trust, will be distributed to the trustee for that trust and drawings under the policy will be distributed by the Class G trustee, notwithstanding the priority of distributions set forth in the intercreditor agreement and otherwise described in this prospectus. All amounts on deposit in the cash collateral account for any relevant trust that are in excess of the Required Amount will be paid to the applicable liquidity provider in accordance with the provisions of the intercreditor agreement.

      For purposes of calculating Expected Distributions or Adjusted Expected Distributions with respect to the certificates of any trust, any Break Amount or premium paid on the equipment notes held in that trust that has not been distributed to the certificateholders of that trust, other than such Break Amount or premium or a portion thereof applied to the payment of interest on the certificates of that trust or the reduction of the Pool Balance of that trust, will be added to the amount of Adjusted Expected Distributions.

      After a Triggering Event occurs and any equipment note becomes a Non-Performing Equipment Note, the subordination agent will obtain LTV Appraisals for all of the aircraft as soon as practicable and additional LTV Appraisals on or prior to each anniversary of the date of the initial LTV Appraisals. However, if the Controlling Party reasonably objects to the appraised value of the aircraft shown in the LTV Appraisals, the Controlling Party will have the right to obtain or cause to be obtained substitute LTV Appraisals including LTV Appraisals based upon physical inspection of the aircraft.

Voting of Equipment Notes

      In the event that the subordination agent, as the registered holder of any equipment note, receives a request for its consent to any amendment, modification, consent or waiver under that equipment note, the related indenture, lease, participation agreement or other related document:

(1)

if no indenture event of default has occurred and is continuing with respect to that indenture, the subordination agent will request direction from the trustee of the trust which holds each series of those equipment notes and vote or consent in accordance with the directions of the trustee. So long as the final distribution on the Class G certificates has not been made or any Policy Provider Obligations remain outstanding and no Policy Provider Default has occurred and is continuing, the subordination agent will request directions from the policy provider rather than the Class G trustee with respect to the Series G equipment notes held in the Class G trust; and

(2)

if any indenture event of default has occurred and is continuing with respect to that indenture, the subordination agent will exercise its voting rights as directed by the Controlling Party, subject to certain limitations.

      However, no such amendment, modification, consent or waiver will, without the consent of the liquidity provider and the policy provider, reduce the amount of rent, supplemental rent or stipulated loss values payable by us under any lease or reduce the amount of principal or interest payable by us under any equipment note issued under any owned aircraft indenture. (Intercreditor Agreement, Section 9.1(b))

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The Subordination Agent

      Wilmington Trust Company is the subordination agent under the intercreditor agreement. We and our affiliates may from time to time enter into banking and trustee relationships with the subordination agent and its affiliates. The subordination agent’s address is Rodney Square North, 1100 North Market Street, 1st Floor, Wilmington, Delaware, 19890 Attention: Corporate Trust Operations — America West 2001-1 Exchange Offer.

      The subordination agent may resign at any time, in which event a successor subordination agent will be appointed as provided in the intercreditor agreement. The Controlling Party may remove the subordination agent for cause as provided in the intercreditor agreement. In these circumstances, a successor subordination agent will be appointed. Any resignation or removal of the subordination agent and appointment of a successor subordination agent does not become effective until acceptance or the appointment and assumption of its obligations by the successor subordination agent. (Intercreditor Agreement, Section 8.1)

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DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS

The Aircraft

      The aircraft consist of nine Airbus A319-132 aircraft and five Airbus A320-232 aircraft, all of which will be newly or recently delivered by the manufacturer at the time that the related equipment notes are issued. The aircraft have been designed to be in compliance with Stage 3 noise level standards, which are the most restrictive regulatory standards currently in effect in the United States for aircraft noise abatement.

      The Airbus A319-100 series aircraft is a medium range aircraft with a seating capacity of approximately 124 passengers. The engine type utilized on our A319-132 aircraft is expected to be International Aero Engines V2524-A5 engines.

      The Airbus A320-200 series aircraft is a medium range aircraft with a seating capacity of approximately 150 passengers. The engine type utilized on our A320-232 aircraft is expected to be International Aero Engines V2527-A5 engines.

The Appraisals

      The table below sets forth the appraised values and certain additional information regarding the aircraft.

							Maximum
							Principal
	Expected		Expected				Amount of		Appraised Value
	Registration		Manufacturer’s		Expected Delivery		Equipment
Aircraft Type	Number		Serial No.		Month(1)		Notes(2)		AISI		AvSolutions		MBA
Airbus A319-132		N824AW		1490		May 2001	$	29,000,000	$	43,220,000	$	40,720,000	$	39,850,000
Airbus A319-132		N825AW		1527		July 2001		29,000,000		43,490,000		40,920,000		40,100,000
Airbus A319-132		N826AW		1534		July 2001		29,000,000		43,490,000		40,920,000		40,100,000
Airbus A319-132		N827AW		1547		July 2001		29,000,000		43,490,000		40,920,000		40,100,000
Airbus A319-132		N828AW		1552		July 2001		29,000,000		43,490,000		40,920,000		40,100,000
Airbus A319-132		N829AW		1563		August 2001		29,000,000		43,620,000		41,020,000		40,230,000
Airbus A319-132		N830AW		1565		August 2001		29,000,000		43,620,000		41,020,000		40,230,000
Airbus A319-132		N831AW		1576		September 2001		29,000,000		43,760,000		41,120,000		40,350,000
Airbus A319-132		N832AW		1643		December 2001		29,000,000		44,170,000		41,430,000		40,730,000
Airbus A320-232		N664AW		1621		November 2001		34,000,000		48,560,000		47,040,000		46,770,000
Airbus A320-232		N665AW		1644		December 2001		34,000,000		48,710,000		47,150,000		46,950,000
Airbus A320-232		N667AW		TBD		February 2002		34,000,000		49,020,000		47,570,000		47,080,000
Airbus A320-232		N668AW		TBD		April 2002		34,000,000		49,330,000		47,750,000		47,270,000
Airbus A320-232		N669AW		TBD		May 2002		34,000,000		49,480,000		48,110,000		47,360,000

(1)	Reflects the scheduled delivery month under our purchase agreement with AVSA. The actual delivery date for any Aircraft may be delayed or accelerated. See “— Deliveries of Aircraft.” The aircraft bearing registration number N824AW was delivered on May 9, 2001.
(2)	The actual principal amount issued for an aircraft may be less depending on the circumstances of the financing of such aircraft. The aggregate principal amount of all of the equipment notes will not exceed the aggregate face amount of the certificates.

      The appraised values set forth in the foregoing table were determined by the following three independent aircraft appraisal and consulting firms: Aircraft Information Services, Inc., AvSolutions, Inc. and Morten Beyer and Agnew, Inc. Each appraiser was asked to provide its opinion as to the appraised value of each Aircraft projected as of the scheduled delivery month of each aircraft, and the opinions were furnished as of April 17, 2001, April 9, 2001 and April 30, 2001, respectively. As part of this process, all three appraisers performed ‘desk-top’ appraisals without any physical inspection of the aircraft. The appraisals are based on various assumptions and methodologies, which vary among the appraisals. The appraisers have delivered letters summarizing their respective appraisals, copies of which are annexed to this prospectus as Appendix II.

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For a discussion of the assumptions and methodologies used in each of the appraisals, reference is hereby made to such summaries.

      An appraisal is only an estimate of value, is not indicative of the price at which an aircraft may be purchased from the manufacturer and should not be relied upon as a measure of realizable value; the proceeds realized upon a sale of any aircraft may be less than the appraised value thereof. The value of the aircraft in the event of the exercise of remedies under the applicable Indenture will depend on market and economic conditions, the availability of buyers, the condition of the aircraft and other similar factors. Accordingly, there can be no assurance that the proceeds realized upon any exercise relating to the equipment notes and the aircraft pursuant to the applicable indenture would be as appraised or sufficient to satisfy in full payments due on the equipment notes issued thereunder or the certificates.

Deliveries of Aircraft

      The aircraft are scheduled for delivery under our purchase agreement with AVSA from May 2001 to May 2002. See the table under “— The Appraisals” for the scheduled month of delivery of each aircraft. Under the purchase agreement, delivery of an aircraft may be delayed due to “Excusable Delay,” which is defined to include, among other things, acts of God, governmental acts or failures to act, strikes or other labor troubles, inability to procure materials, or any other cause beyond AVSA’s control or not occasioned by AVSA’s fault or negligence.

      The note purchase agreement provides that the delivery period will expire on August 30, 2002, subject to extension, in the event that the equipment notes relating to all of the aircraft (or substitute aircraft in lieu thereof) have not been purchased by the trustees on or prior to such date due to any reason beyond our control and not occasioned by our fault or negligence, to the earlier of (1) the purchase by the trustees of equipment notes relating to the last aircraft (or a substitute aircraft in lieu thereof) and (2) November 30, 2002.

      If delivery of any aircraft is delayed by more than 30 days after the month scheduled for delivery, we have the right to replace that aircraft with a substitute aircraft, subject to some conditions identified below under “— Substitute Aircraft.” If delivery of any aircraft is delayed beyond the delivery period termination date and we do not exercise our right to replace that aircraft with a substitute aircraft, there will be unused deposits that will be distributed to certificateholders together with accrued and unpaid interest thereon and, under certain circumstances, a premium. See “Description of the Deposit Agreements — Unused Deposits.”

Substitute Aircraft

      If the delivery date for any aircraft is delayed more than 30 days after the month scheduled for delivery, we may identify for delivery a substitute aircraft meeting the following conditions:

Conditions Required of a Substitute Aircraft

(1)	a substitute aircraft must be an Airbus A319-100 or A320-200 aircraft manufactured after the issuance date;
(2)	one or more substitute aircraft of the same or different types may be substituted for one or more aircraft of the same or different types so long as after giving effect thereto the Maximum Principal Amount of equipment notes of each series issued in respect of the substitute aircraft under the Mandatory Economic Terms would not exceed the Maximum Principal Amount of the equipment notes of each series that could have been issued under the Mandatory Economic Terms in respect of the replaced aircraft; and
(3)	we will be obligated to obtain written confirmation from each rating agency that substituting the substitute aircraft for the replaced aircraft will not result in a withdrawal, suspension or downgrading of the ratings of any class of certificates (without regard to the policy).

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Bridge Financing

      Under the note purchase agreement, we may initially take delivery of an aircraft using bridge financing. This bridge financing would be utilized, for example, if we have not finalized arrangements with an owner participant in connection with a leveraged lease financing. The bridge financing would be paid, and any lien on the bridge financed aircraft extinguished, within 90 days of delivery of the aircraft and prior to the financing of the aircraft under the note purchase agreement.

Conversion Option

      Under the note purchase agreement, we may initially finance an aircraft as an owned aircraft and subsequently convert the aircraft into a leased aircraft (subject to written confirmation from each rating agency that the conversion will not result in a withdrawal, suspension or downgrading of the ratings of any class of certificates (without regard to the policy)). This conversion option would be utilized, for example, if we have not finalized arrangements with an owner participant in connection with a leveraged lease financing. If the conversion occurs on or prior to the delivery period termination date, we will have the ability to have the applicable owner trustee issue reoptimized equipment notes under a leased aircraft indenture (subject to the Mandatory Economic Terms and written confirmation from each rating agency that the reoptimization will not result in a withdrawal, suspension or downgrading of the ratings of any class of certificates (without regard to the policy)) in replacement for the equipment notes issued under the applicable owned aircraft indenture.

      We will only be permitted to convert an owned aircraft into a leased aircraft if we

(1)	provide the owned aircraft trustee with an opinion of counsel (both counsel and opinion satisfactory to the owned aircraft trustee) that the trusts will not be subject to U.S. federal income tax as a result of such assumption; and
(2)	furnish to the relevant owned aircraft trustee either

(A)  an opinion of counsel that the certificateholders will not recognize gain or loss for U.S. federal income tax purposes and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such conversion had not occurred; or

(B)  both an opinion of counsel (both counsel and opinion satisfactory to the relevant owned aircraft trustee) that the certificateholders should not recognize gain or loss for U.S. federal income tax purposes in connection with such conversion and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such conversion had not occurred and an indemnity in favor of the certificateholders in form and substance reasonably satisfactory to the relevant owned aircraft trustee.

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DESCRIPTION OF THE EQUIPMENT NOTES

      Under the note purchase agreement, we will have the option of entering into a leveraged lease financing or a debt financing with respect to each aircraft. In addition, we may, subject to some conditions, elect to convert a secured debt financing to a leveraged lease financing by entering into a sale-leaseback transaction.

      The note purchase agreement provides for the relevant parties to enter into either:

(1)	for each leased aircraft, a participation agreement, a lease and an indenture (among other documents) relating to the financing of that aircraft; and
(2)	for each owned aircraft, a participation agreement and an owned aircraft indenture relating to the financing of that owned aircraft.

      The description of these agreements in this prospectus is based on the forms of the agreements annexed to the note purchase agreement.

      In the case of any leveraged lease financing of an aircraft, we will select an owner participant that will be the beneficial owner of that aircraft. That owner participant may request revisions to the forms of the participation agreement, the lease and the leased aircraft indenture that are contemplated by the note purchase agreement, so that the terms of those agreements applicable to any particular leased aircraft may differ from the description of those agreements contained in this prospectus. Although these changes are permitted, under the note purchase agreement, the terms of those agreements are in all cases required to (1) contain the Mandatory Document Terms and (2) not vary the Mandatory Economic Terms. In addition, we are obligated to certify to the trustees that any modifications do not materially and adversely affect the certificateholders or the policy provider. We must also obtain written confirmation from each rating agency that the use of versions of the agreements modified in any material respect will not result in a withdrawal, suspension or downgrading of the rating of any class of certificates (without regard to the policy). See “Description of the New Certificates — Obligation to Purchase Equipment Notes.”

General

      The equipment notes will be issued in three series with respect to each aircraft, Series G equipment notes, Series C equipment notes and Series D equipment notes. The equipment notes relating to each leased aircraft will be issued under a separate leased aircraft indenture between State Street Bank and Trust Company of Connecticut, National Association, as owner trustee of a trust for the benefit of the owner participant who will be the beneficial owner of that aircraft, and Wilmington Trust Company, as leased aircraft trustee under the indenture. The equipment notes relating to each owned aircraft will be issued under a separate owned aircraft indenture between us and Wilmington Trust Company, as the owned aircraft trustee under the indenture. We sometimes refer to the owned aircraft trustees and the leased aircraft trustees collectively as loan trustees.

      In the case of any leased aircraft, the related owner trustee will lease that leased aircraft to us pursuant to a separate lease we enter into with that owner trustee. Under each lease, we will be obligated to make or cause to be made rental and other payments to the related leased aircraft trustee on behalf of the related owner trustee, which rental and other payments will be at least sufficient to pay in full when due all payments of principal and interest required to be made on the equipment notes issued with respect to that leased aircraft. The equipment notes issued with respect to the leased aircraft are not, however, direct obligations of, or guaranteed by, us. Our rental obligations under each lease and our obligations under the equipment notes issued with respect to each owned aircraft will be our general obligations.

      In some circumstances described below in “— The Leases and Certain Provisions of the Owned Aircraft Indentures — Renewal and Purchase Options,” we will have the right to purchase an owner trustee’s right, title and interest in and to the related aircraft and to assume the related leased aircraft equipment notes on a

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full recourse basis, subject to some conditions, which would reflect a financing contemplated by an owned aircraft indenture. These conditions include:

(1)	the delivery by us of an assumption agreement giving effect to that assumption;
(2)	a written confirmation from each rating agency that the assumption would not result in a reduction, withdrawal or suspension of the rating of any class of certificates; and
(3)	the receipt by the related leased aircraft trustee of

(a)

an opinion that the trusts will not be subject to U.S. federal income tax as a result of the assumption; and

(b)

either (A) an opinion of counsel, both counsel and opinion satisfactory to the leased aircraft trustee, to the effect that no holder of the certificates will be required to recognize gain or loss for U.S. federal income tax purposes in connection with the assumption and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if the conversion had not occurred or (B) both an opinion of counsel, both counsel and opinion satisfactory to the relevant leased aircraft trustee, that the certificateholders should not recognize gain or loss for U.S. federal income tax purposes in connection with the assumption and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if the assumption had not occurred and we provide an indemnity in favor of the certificateholders in form and substance reasonably satisfactory to the relevant leased aircraft trustee.

      The holders of a majority of the outstanding principal amount of equipment notes issued under each indenture will be entitled to direct the loan trustee under that indenture in taking action so long as no indenture event of default is continuing under that indenture, except for specified actions that require the unanimous consent of the holders of the equipment notes. For so long as the subordination agent is the registered holder of the equipment notes, the subordination agent shall act, as holder of those equipment notes, in accordance with the directions of the trustees of the trusts that hold the equipment notes constituting in total, the required principal amount of equipment notes.

Subordination

      Series C equipment notes issued in respect of any aircraft will be subordinated in right of payment to Series G equipment notes issued in respect of that aircraft and the Series D equipment notes are subordinated in right of payment to the Series G equipment notes and the Series C equipment notes issued with respect to that aircraft. On each equipment note payment date, (1) payments of interest and principal due on Series G equipment notes issued in respect of any aircraft will be made prior to payments of interest and principal due on Series C equipment notes and Series D equipment notes issued in respect of that aircraft; and (2) payments of interest and principal due on the Series C equipment notes will be made prior to payments of interest and principal due on Series D equipment notes issued in respect of that aircraft.

Principal And Interest Payments

      Subject to the provisions of the intercreditor agreement, interest paid on the equipment notes held in each trust will be passed through to the certificateholders of that trust on the dates and at the rate per annum set forth on the cover page of this prospectus with respect to certificates issued by that trust until the final expected regular distribution date for that trust. Subject to the provisions of the intercreditor agreement, principal paid on the equipment notes held in each trust will be passed through to the certificateholders of that trust in scheduled amounts on the dates set forth in this prospectus until the final expected regular distribution date for that trust.

      Interest will be payable on the unpaid principal amount of each equipment note at the rate applicable to that equipment note and, in the case of Series D equipment notes, for each applicable interest period, on April 2 and October 2 in each year, commencing on the first such date to occur after initial issuance of the

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equipment note. Interest will be computed on the basis, in the case of the Series G and Series C equipment notes, of a 360-day year of twelve 30-day months and, in the case of the Series D equipment notes, a 360-day year and the actual number of days elapsed.

      Scheduled principal payments on the equipment notes will be made on April 2 and October 2 in certain years, commencing on or after October 2, 2001. See “Description of the New Certificates — Pool Factors” for a discussion of the scheduled payments of principal of the equipment notes and possible revisions to the scheduled payments.

      If any date scheduled for any payment of principal, Break Amount, if any, premium, if any, or interest relating to the equipment notes is not a business day, that payment will be made on the next succeeding business day without any additional interest.

Redemption

Event of Loss

      If an Event of Loss occurs with respect to any aircraft and the aircraft is not replaced by us, the equipment notes issued relating to that aircraft will be redeemed, in whole, in each case at a price equal to the aggregate unpaid principal amount of the equipment notes issued relating to that aircraft, together with accrued interest thereon to, but not including, the date of redemption, plus Break Amount, if any, but without premium, on a special distribution date. (Indentures, Section 2.10(a))

America West Optional Redemptions

      If we exercise our right to terminate a lease because the related aircraft has become obsolete or surplus to our needs, the equipment notes relating to that aircraft will be redeemed, in whole, on a special distribution date at a price equal to the aggregate unpaid principal amount of the equipment notes issued with respect to that aircraft, together with accrued interest to, but not including, the date of redemption, plus, in the case of a redemption of the Series G or Series C equipment notes, a Make-Whole Premium, if any, or in the case of the Series D equipment notes, a Break Amount, if any. (Indentures, Section 2.10(b)).

      All of the equipment notes issued relating to a leased aircraft may be redeemed prior to maturity as part of a refunding or refinancing of the equipment notes under the applicable participation agreement and all of the equipment notes relating to an owned aircraft may be redeemed prior to maturity at any time at our option at a price equal to the aggregate unpaid principal of the equipment notes issued relating to that aircraft, together with accrued interest to, but not including, the date of redemption, plus, in the case of a redemption of the Series G or Series C equipment notes, a Make-Whole Premium, if any, or in the case of the Series D equipment notes, a Break Amount, if any, and if the redemption occurs before January 1, 2002, a premium equal to 1% of the aggregate unpaid principal amount. (Indentures, Section 2.11) If notice of a redemption has been given in connection with a refinancing of equipment notes, the notice may be revoked not later than three days prior to the proposed redemption date. (Indentures, Section 2.12)

      So long as no default or indenture event of default then exists under any indenture, all of the Series D equipment notes issued with respect to any aircraft may be redeemed prior to maturity, without a redemption of the Series G or Series C equipment notes issued with respect to that aircraft, at a price equal to the aggregate unpaid principal amount of those Series D equipment notes together with accrued interest and Break Amount, if any, and, if the redemption occurs before January 1, 2002, a premium equal to 1% of the aggregate unpaid principal amount. Any re-issuance of Series D equipment notes with respect to that aircraft in connection with the redemption or at any time thereafter shall require written confirmation from Moody’s Investors Service, Inc. and Standard & Poor’s that the re-issuance will not cause a reduction, withdrawal or suspension of any rating then in effect for any class of certificates, without regard to the policy, and satisfy other terms and conditions in the note purchase agreement and the intercreditor agreement, including that the re-issued Series D equipment notes comply with the Mandatory Document Terms and be subordinated to the Series C equipment notes, the Policy Provider Obligations, the Series G equipment notes and the Liquidity

65

Obligations. The re-issued Series D equipment notes shall not vary the Mandatory Economic Terms, unless the variation would only affect those Series D equipment notes.

      In addition, all of the equipment notes issued with respect to any lease may be redeemed prior to maturity, in the case of a redemption of the Series G or Series C equipment notes, with a Make-Whole Premium, if any, or, in the case of the Series D equipment notes, with a Break Amount, if any, on a special distribution date in connection with our exercise of options or elections relating to the purchase of the aircraft subject to that lease.

      If any of the events listed below occur, then, in each case all, but not less than all, of the equipment notes issued with respect to the related aircraft may be purchased by the owner trustee or owner participant on the applicable purchase date at a price equal to the aggregate unpaid principal thereof, together with accrued and unpaid interest to, but not including, the date of purchase and Break Amount, if any, with respect to the Series D equipment notes, but without any premium; provided that a Make-Whole Premium will be payable if the equipment notes are to be purchased pursuant to clause (1) below when a lease event of default has occurred and is continuing for fewer than 180 days. (Indentures, Section 2.13)

Events Triggering Right to Redemption

(1)	One or more Lease Events of Default has occurred and is continuing.
(2)	In the event of a bankruptcy proceeding involving us, (a) during the period in which Section 1110 of the U.S. Bankruptcy Court applies, the trustee in the proceeding or we do not agree to perform its or our obligations under the related lease or (b) at any time after agreeing to perform the obligations, the trustee or we cease to perform the obligations such that the stay period applicable under the U.S. Bankruptcy Code comes to an end.
(3)	The equipment notes relating to that aircraft have been accelerated or the leased aircraft trustee with respect to the related equipment notes takes action or notifies the applicable owner trustee that it intends to take action to foreclose the lien of the related leased aircraft indenture or otherwise commence the exercise of any significant remedy under that indenture or the related lease.

      As owner of the owned aircraft, we have no comparable right under the owned aircraft indentures to purchase the equipment notes under such circumstances.

Security

      The equipment notes issued relating to each aircraft subject to a lease will be secured by all of the following items:

Security for Equipment Notes

(1)	an assignment by the related owner trustee to the related loan trustee of that owner trustee’s rights under the lease, except for certain limited rights, with respect to the related aircraft leased by us, including the right to receive payments under the applicable lease;
(2)	a mortgage to the related loan trustee of that aircraft, subject to our rights under the lease; and
(3)	an assignment to the related loan trustee of some of the owner trustee’s rights under the purchase agreement we entered into with the related manufacturer.

      Prior to an indenture event of default, the owner participant relating to any aircraft will have the right, to the exclusion of the related loan trustee, to approve as satisfactory counsel furnishing legal opinions, appraisers and accountants. Also, the owner participant will have the right, to the exclusion of the related loan trustee, to approve the identity of permitted sublessees not otherwise permitted by the related lease, and to approve the forms of certain documentation required for the substitution of aircraft following an Event of Loss.

      Unless and until the related loan trustee has foreclosed upon the lien of the related indenture, the loan trustee may not exercise the balance of the rights of the owner trustee under the related lease, such as the

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amendment or modification of the lease, without the concurrence of the owner trustee. However, in all instances, the right of the loan trustee to exercise remedies under the related lease are rights exclusive to the loan trustee. The assignment by the owner trustee to the loan trustee of its rights under the related lease will also exclude certain rights of the owner trustee and the related owner participant to receive the following:

•  indemnification by us for certain matters;

•  insurance proceeds payable to the owner trustee in its individual capacity or to the owner participant under public liability insurance maintained by us under the lease or by the owner trustee or owner participant;

•  insurance proceeds payable to the owner trustee in its individual capacity or to the owner participant under certain casualty insurance maintained by the owner trustee or owner participant under the lease; and

•  certain reimbursement payments made by us to the owner trustee. (Indentures, Granting Clause and Section 5.02)

      The equipment notes are not cross-collateralized, and, consequently, the equipment notes issued in respect of any one aircraft will not be secured by any of the other aircraft or replacement aircraft or the leases related thereto.

      The equipment notes issued relating to each owned aircraft will be secured by (1) a mortgage to the owned aircraft trustee of that aircraft and (2) an assignment to the owned aircraft trustee of some of our rights under the purchase agreement we enter into with the related manufacturer.

      Funds, if any, held from time to time by the loan trustee with respect to any aircraft, including funds held as the result of an Event of Loss to that aircraft or termination of the lease relating thereto, will be invested and reinvested by the loan trustee, at our direction (except in the case of certain indenture events of default), in investments described in the related indenture. (Indentures, Section 5.09)

Loan To Value Ratios Of Equipment Notes

      The following tables show examples of loan to aircraft value ratios, or LTVs, for the equipment notes issued relating to aircraft as of the regular distribution dates that occur after the scheduled date of original issuance of those equipment notes, assuming that the equipment notes in the Maximum Principal Amount are issued for each aircraft. We used these examples to prepare the assumed amortization schedule, although the amortization schedule for the equipment notes issued for an aircraft may vary from the assumed amortization schedule so long as it complies with the Mandatory Economic Terms. This means that the tables below may not apply in the case of any particular aircraft.

      The LTV was obtained by dividing (1) the outstanding balance, assuming no payment default, of the equipment notes determined immediately after giving effect to the payments scheduled to be made on each such regular distribution date by (2) the assumed value of the aircraft securing the equipment notes.

      The following tables assume that the value of each aircraft depreciates by approximately 3% of the initial appraised value per year for the first 15 years after delivery of that aircraft and by approximately 4% of the initial appraised value per year thereafter. Other rates or methods of depreciation would result in materially different LTVs, and we cannot assure you (1) that the depreciation rates and method assumed for the purposes of the tables are the ones most likely to occur or (2) as to the actual future value of any aircraft. The tables should not be considered a forecast or prediction of expected or likely LTVs, but simply a mathematical calculation based on one set of assumptions.

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	A319-132							A320-232
	Equipment							Equipment
	Note		Assumed					Note		Assumed
	Outstanding		Aircraft		Loan to			Outstanding		Aircraft		Loan to
Date	Balance		Value		Value Ratio			Balance		Value		Value Ratio
	(millions)		(millions)					(millions)		(millions)
October 2, 2001	$	28.08	$	40.72		69.0	%	$	33.72	$	47.04		71.7	%
October 2, 2002		26.06		39.50		66.0	%		30.55		45.63		67.0	%
October 2, 2003		24.83		38.28		64.9	%		28.02		44.22		63.4	%
October 2, 2004		22.39		37.06		60.4	%		26.27		42.81		61.4	%
October 2, 2005		19.74		35.83		55.1	%		22.95		41.40		55.4	%
October 2, 2006		18.35		34.61		53.0	%		20.46		39.98		51.2	%
October 2, 2007		17.00		33.39		50.9	%		19.63		38.57		50.9	%
October 2, 2008		16.37		32.17		50.9	%		18.92		37.16		50.9	%
October 2, 2009		15.75		30.95		50.9	%		18.20		35.75		50.9	%
October 2, 2010		13.38		29.73		45.0	%		16.76		34.34		48.8	%
October 2, 2011		11.64		28.50		40.8	%		16.76		32.93		50.9	%
October 2, 2012		11.49		27.28		42.1	%		16.04		31.52		50.9	%
October 2, 2013		11.49		26.06		44.1	%		15.32		30.11		50.9	%
October 2, 2014		10.48		24.84		42.2	%		13.54		28.69		47.2	%
October 2, 2015		8.73		23.62		37.0	%		11.53		27.28		42.2	%
October 2, 2016		6.98		22.40		31.2	%		9.51		25.87		36.8	%
October 2, 2017		6.98		20.77		33.6	%		5.48		23.99		22.8	%
October 2, 2018		6.98		19.14		36.5	%		3.46		22.11		15.6	%
October 2, 2019		5.24		17.51		29.9	%		0.00		NA		NA
October 2, 2020		1.75		15.88		11.0	%		0.00		NA		NA
October 2, 2021		0.00		NA		NA			0.00		NA		NA

Limitation of Liability

      The equipment notes relating to the leased aircraft are not direct obligations of, or guaranteed by, us, any owner participant or any owner trustee in its individual capacity. None of the owner trustees, the owner participants or the loan trustees, or any of their affiliates, will be personally liable to any holder of an equipment note or, in the case of the owner trustees and the owner participants, to the loan trustees for any amounts payable under the equipment notes or, except as provided in each indenture, for any liability under that indenture. All payments of principal of, Break Amount, if any, premium, if any, and interest on the equipment notes issued relating to any aircraft, other than payments made in connection with (x) an optional redemption or purchase of equipment notes issued with respect to a leased aircraft by the related owner trustee or the related owner participant or (y) the election by an owner trustee to retain title to an aircraft subject to a termination for obsolescence will be made only from the assets subject to the lien of the indenture with respect to that aircraft or the income and proceeds received by the related loan trustee from those assets, including rent payable by us under the lease with respect to that aircraft.

      The equipment notes issued relating to the owned aircraft will be our direct obligations.

      Except as otherwise provided in the indentures, no owner trustee or loan trustee, in its individual capacity, will be answerable or accountable under the indentures or under the equipment notes under any circumstances except for its own willful misconduct or gross negligence. None of the owner participants will have any duty or responsibility under any of the leased aircraft indentures or the equipment notes to the loan trustees or to any holder of any equipment note.

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Indenture Events of Default; Notice And Waiver

      Events of default under each indenture will include:

(i)	in the case of a leased aircraft indenture, the occurrence of any event of default under the related Lease;
(ii)	the failure by the related owner trustee (other than as a result of a lease default or lease event of default), in the case of a leased aircraft indenture, or us, in the case of an owned aircraft indenture, to pay any interest or principal or Break Amount, if any, or premium, if any, when due, under the indenture or under any equipment note issued under the indenture that continues for more than ten business days, in the case of principal, interest, Break Amount or premium, and, in all other cases, 30 days after the relevant owner trustee, owner participant or we, as the case may be, receive written demand from the related loan trustee or holder of an equipment note;
(iii)	the failure by the related owner participant or the related owner trustee (in its individual capacity), in the case of a leased aircraft indenture, or us, in the case of an owned aircraft indenture, to discharge certain liens that continue after notice and specified cure periods;
(iv)	any representation or warranty made by the related owner trustee, owner participant or us, as the case may be, in the related operative agreements, or certain related documents furnished to the loan trustee pursuant to the related operative agreements being false or incorrect in any material respect when made that continues to be material and adverse to the interests of the loan trustee or note holders and remains unremedied after notice and specified cure periods;
(v)	failure by us or the related owner trustee or owner participant to perform or observe in any material respect any covenant or obligation for the benefit of the loan trustee or holders of equipment notes under the indenture or certain related documents that continues after notice and specified cure periods;
(vi)	the registration of the related aircraft ceasing to be effective as a result of the owner participant, in the case of a leased aircraft, or us, in the case of an owned aircraft, not being a citizen of the United States, as defined in the Transportation Code (subject to a cure period);
(vii)	with respect to the owned aircraft, the lapse or cancellation of insurance required under the owned aircraft indenture; or
(viii)	the occurrence of certain events of bankruptcy, reorganization or insolvency of the related owner trustee or owner participant, in the case of a leased aircraft, or us, in the case of the owned aircraft.

(Leased Aircraft Indentures, Section 4.02; Owned Aircraft Indentures, Section 5.01)

      There are no cross-default provisions in the indentures or in the leases. Consequently, events resulting in an event of default under any particular indenture may or may not result in an indenture default occurring under any other indenture, and an event of default under any particular lease may or may not constitute an event of default under any other lease.

     Equity Cure Rights

      If we fail to make any semiannual basic rental payment due under any lease, within a specified period after that failure the applicable owner trustee may furnish to the loan trustee the amount due on the equipment notes issued with respect to the related leased aircraft, together with any interest on account of the delayed payment. In that case, the loan trustee and the holders of outstanding equipment notes issued under that indenture may not exercise any remedies otherwise available under that indenture or lease as the result of the failure to make the rental payment. The related owner trustee may not cure such default if it has previously cured three or more immediately preceding semiannual basic rental payment defaults or, in total, six or more previous semiannual basic rental payment defaults. The applicable owner trustee also may cure other defaults by us in the performance of our obligations under any lease that can be cured with the payment of money. (Indentures, Section 4.03)

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      The holders of a majority in principal amount of the outstanding equipment notes issued with respect to any aircraft, by notice to the loan trustee, may on behalf of all the holders waive any existing default and its consequences under the indenture with respect to that aircraft, except a default in the payment of the principal of, or Break Amount or premium or interest on any such equipment notes or a default in respect of any covenant or provision of the indenture that cannot be modified or amended without the consent of each holder of equipment notes. (Indentures, Section 4.08)

Remedies

      If an indenture event of default occurs and is continuing, the related loan trustee or the holders of a majority in principal amount of the equipment notes outstanding under the related indenture may, subject to the applicable owner participant’s or owner trustee’s right to cure, declare the principal of all equipment notes issued under the indenture immediately due and payable, together with all accrued but unpaid interest and Break Amount, if any. In the event of a reorganization proceeding involving us as a debtor that is instituted under Chapter 11 of the U.S. Bankruptcy Code, if no other event of default under an indenture or lease, other than the failure to pay the outstanding amount of the equipment notes which by such declaration shall have become payable, exists at any time after the consummation of the proceeding, such declaration will be automatically rescinded without any further action on the part of any holder of equipment notes. The holders of a majority in principal amount of equipment notes outstanding under an indenture may rescind any declaration at any time before the judgment or decree for the payment of the money so due is entered if (1) there has been paid to the related loan trustee an amount sufficient to pay all principal, interest, Break Amount, if any, and premium, if any, on any the equipment notes, to the extent the amounts have become due otherwise than by such declaration of acceleration and (2) all other indenture events of default and events which with the passing of time would become indenture events of default have been cured. (Indentures, Section 4.04(b))

      Each indenture provides that if an indenture event of default has occurred and is continuing, the related loan trustee may exercise certain rights or remedies available to it under the indenture or under applicable law, including, if the corresponding lease has been declared in default, one or more of the remedies under that lease with respect to the aircraft subject to that lease. If, in the case of a leased aircraft, an indenture event of default arises solely by reason of one or more events or circumstances which constitute a lease event of default, the related loan trustee’s right to exercise remedies under an indenture is subject, with certain exceptions, to its having proceeded to exercise one or more of the dispossessory remedies under the lease with respect to the leased aircraft. The requirement to exercise one or more of these remedies under the lease during an extension of a stay will not apply in circumstances where the exercise has been involuntarily stayed or prohibited by applicable law or court order for a continuous period in excess of 60 days subsequent to the entry of an order for relief; provided, however, that the requirement to exercise one or more of such remedies under such lease shall nonetheless be applicable during a period subsequent to the expiration of the 60-day period to the extent that the continuation of such period subsequent to the expiration of the 60-day period (1) results from an agreement by the trustee or the debtor-in-possession in such proceeding during the 60-day period with the approval of the relevant court to perform such lease in accordance with Section 1110(a)(2)(A) of the U.S. Bankruptcy Code and continues to perform as required by Section 1110(a)(2) of the U.S. Bankruptcy Code and cures any default (other than a default of a kind specified in Section 365(b)(2) of the U.S. Bankruptcy Code) within the applicable time period specified in Section 1110(a)(2)(B) of the U.S. Bankruptcy Code; (2) is an extension of the 60-day period with the consent of such leased aircraft trustee pursuant to Section 1110(b) of the U.S. Bankruptcy Code; or (3) is the consequence of such leased aircraft trustee’s own failure to give any requisite notice to any person. See “— The Leases and Certain Provisions of the Owned Aircraft Indentures — Events of Default under the Leases.”

      These remedies may be exercised by the related loan trustee to the exclusion of the related owner trustee, subject to certain conditions specified in the indenture, and to our exclusion, subject to the terms of the lease. Any aircraft sold in the exercise of such remedies will be free and clear of any rights of those parties, including our rights under the lease with respect to the aircraft. No exercise of any remedies by the related loan trustee may affect our rights under any lease unless a lease event of default has occurred and is continuing.

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(Indentures, Section 4.04; Leases, Section 15) The owned aircraft indentures will not contain these limitations on the owned aircraft trustee’s ability to exercise remedies upon an indenture event of default under an owned aircraft indenture.

      If the equipment notes issued in respect of one aircraft are in default, the equipment notes issued in respect of the other aircraft may not be in default, and, if not, no remedies will be exercisable under the applicable indentures with respect to those other aircraft.

     Section 1110 of the U.S. Bankruptcy Code

      Section 1110 of the U.S. Bankruptcy Code provides that the right of lessors, conditional vendors and holders of security interests with respect to “equipment,” as defined in Section 1110 of the U.S. Bankruptcy Code, to take possession of the equipment in compliance with the provisions of a lease, conditional sale contract or security agreement, as the case may be, is not affected by any of the following events:

     Events That Do Not Affect Rights with Respect to Equipment

(1)	any other provision of the U.S. Bankruptcy Code; or
(2)	any power of the bankruptcy court.

      Section 1110 provides, however, that the right to take possession of an aircraft may not be exercised for 60 days following the date of commencement of the reorganization proceedings and may not be exercised at all if, within the 60-day period or a longer period consented to by the lessor, conditional vendor or holder of a security interest, the trustee in reorganization agrees to perform the debtor’s obligations that become due on or after that date and cures all existing defaults, other than defaults resulting solely from the financial condition, bankruptcy, insolvency or reorganization of the debtor.

      “Equipment” is defined in Section 1110 of the U.S. Bankruptcy Code, in part, as “an aircraft, aircraft engine, propeller, appliance, or spare part, as defined in Section 40102 of title 49 of the U.S. Code, that is subject to a security interest granted by, leased to, or conditionally sold to a debtor that, at the time such transaction is entered into, holds an air carrier operating certificate issued by the Secretary of Transportation pursuant to chapter 447 of title 49 of the U.S. Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo.”

          Opinion of America West Counsel

      It is a condition to the trustee’s obligation to purchase equipment notes with respect to each aircraft that our outside counsel, which is expected to be Vedder, Price, Kaufman & Kammholz, provide its opinion to the trustees that (i) if the aircraft is a leased aircraft, the owner trustee, as lessor under the lease for that aircraft, and the loan trustee, as assignee of the owner trustee’s rights under the lease pursuant to the related indenture, will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to the airframe and engines comprising the aircraft or (ii) if the aircraft is owned by us, the owned aircraft trustee will be entitled to the benefits of Section 1110 with respect to the airframe and engines comprising the aircraft so long as we hold, on the date the equipment notes relating to that aircraft were issued, an air carrier operating certificate issued by the Secretary of Transportation pursuant to chapter 447 of title 49 of the U.S. Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo.” For a description of limitations on the loan trustee’s exercise of rights contained in the indentures, see “— Indenture Default; Notice and Waiver.”

      The opinion of Vedder, Price, Kaufman & Kammholz will not address the possible replacement of an aircraft after an Event of Loss in the future, the consummation of which is conditioned upon the contemporaneous delivery of an opinion of counsel to the effect that the related loan trustee will be entitled to Section 1110 benefits with respect to the replacement unless there was, subsequent to the delivery of the aircraft, a change in law or court interpretation that results in Section 1110 benefits not being available. The opinion of Vedder, Price, Kaufman & Kammholz will also not address the availability of Section 1110 with

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respect to any possible sublessee of an aircraft subleased by us or to any possible lessee of an owned aircraft if it is leased by us.

     Reimbursement of Loan Trustee Expenses

      If an event of default under any indenture occurs and is continuing, any sums held or received by the related loan trustee, subject to limited exceptions, may be applied to reimburse the loan trustee for any tax, expense or other loss incurred by it and to pay any other amounts due to the loan trustee prior to any payments to holders of the equipment notes issued under that indenture. (Indentures, Sections 3.03 and 3.04)

     Bankruptcy or Like Proceedings of an Owner Participant

      In the event of bankruptcy, insolvency, receivership or like proceedings involving an owner participant, it is possible that, notwithstanding that the applicable leased aircraft is owned by the related owner trustee in trust, the leased aircraft and the related lease and equipment notes might become part of the proceeding. In this event, payments under that lease or on such equipment notes might be interrupted and the ability of the related loan trustee to exercise its remedies under the related indenture might be restricted, although the loan trustee would retain its status as a secured creditor in respect of the related lease and the related leased aircraft.

Modification of Indentures and Leases

      Without the consent of holders of a majority in principal amount of the equipment notes outstanding under any indenture, the provisions of the indenture and any related lease, participation agreement or trust agreement may not be amended or modified, except to the extent indicated below.

      Some provisions of any indenture, lease, participation agreement and trust agreement, may be amended or modified by the contracting parties without the consent of any holders of the equipment notes outstanding under the indenture. In the case of each lease, these provisions include, among others, provisions relating to (1) the return to the related owner trustee of the related leased aircraft at the end of the term of the applicable lease, except to the extent that such amendment would affect the rights or exercise of remedies under the applicable lease, and (2) the renewal of the applicable lease and the option to purchase the related leased aircraft so long as the same would not adversely affect the holders of any equipment notes. (Indentures, Section 9.01(a)) In addition, any indenture may be amended without the consent of the holders of equipment notes to, among other things, cure any defect or inconsistency in such indenture or the equipment notes issued under that indenture, provided that the change does not adversely affect the interests of any holder. (Indentures, Section 9.01(c))

      Without the consent of the holder of each equipment note outstanding under any indenture affected thereby, no amendment or modification of that indenture may among other things have the effect noted below:

     Amendments or Modifications of an Indenture Requiring Consent of Each Holder of Equipment Notes

(1)	reduce the principal amount of, Break Amount, if any, or premium, if any, or interest payable on, any equipment notes issued under the indenture or change the date on which any principal, Break Amount, if any, or premium, if any, or interest is due and payable;
(2)	permit the creation of any security interest with respect to the property subject to the lien of that indenture, except as provided in that indenture, or deprive any holder of an equipment note issued under that indenture of the benefit of the lien of the indenture upon the property subject to that indenture; or
(3)	reduce the percentage in principal amount of outstanding equipment notes issued under that indenture necessary to modify or amend any provision of that indenture or to waive compliance with that indenture. (Indentures, Section 9.01(b))

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Indemnification

      We are required to indemnify each loan trustee, each owner participant, each owner trustee, each liquidity provider, the policy provider, the subordination agent, the escrow agent and each trustee, but not the holders of certificates, for certain losses, claims and other matters. We are required under certain circumstances to indemnify each owner participant against the loss of depreciation deductions and other benefits allowable for certain income tax purposes with respect to the related leased aircraft. Each owner participant will be required to indemnify the related loan trustee and the holders of the equipment notes issued with respect to the leased aircraft in which that owner participant has an interest for certain losses that may be suffered as a result of the failure of such owner participant to discharge liens or claims on or against the assets subject to the lien of the related indenture.

The Leases and Certain Provisions of the Owned Aircraft Indentures

      Each leased aircraft will be leased to us by the relevant owner trustee under the relevant lease agreement. Each owned aircraft will be owned by us.

Lease Term Rentals and Payments

      Each leased aircraft is leased separately by the relevant owner trustee to us for a term commencing on the date on which the aircraft is acquired by the owner trustee and expiring on a date not earlier than the latest maturity date of the relevant equipment notes, unless terminated prior to the originally scheduled expiration date as permitted by the applicable lease. The semiannual basic rent payment under each lease is payable by us on April 2 or October 2 during the term of that lease, and will be assigned by the owner trustee under the corresponding indenture to provide the funds necessary to make scheduled payments of principal and interest due from the owner trustee on the equipment notes issued under that indenture.

      In certain cases, the semiannual basic rent payments under the leases may be adjusted, but each lease provides that under no circumstances will scheduled rent payments by us be less than the scheduled payments on the related equipment notes. Any balance of each semiannual basic rent payment under each lease, after payment of amounts due on the equipment notes issued under the indenture corresponding to the lease, will be paid over to the related owner trustee. (Leases, Section 3; Indentures, Section 3.01)

      Semiannual payments of interest on the equipment notes issued by us under an owned aircraft indenture are payable each April 2 and October 2 commencing on the first such date after issuance of the equipment notes. Semiannual payments of principal under the equipment notes issued by us under an owned aircraft indenture are payable on April 2 and October 2 in certain years commencing on or after October 2, 2001.

Net Lease; Maintenance

      We are obligated under each lease, among other things and at our expense, to keep each aircraft duly registered and insured, to pay all costs of operating the aircraft and to maintain, service, repair and overhaul the aircraft so as to keep it in as good an operating condition as when delivered to us, ordinary wear and tear excepted, and without taking into consideration hours and cycles, and in such condition as required to maintain the airworthiness certificate for the aircraft in good standing at all times, including temporary storage or maintenance periods and the grounding of similar aircraft by the applicable aviation authority. (Leases, Sections 7.1, 8.1 and Annexes C and D) The owned aircraft indenture imposes comparable registration, insurance, maintenance, service and repair obligations on us with respect to the owned aircraft. (Owned Aircraft Indentures, Section 4.02)

Possession, Sublease and Transfer

      We may operate an aircraft or we may be able to permit other persons to operate an aircraft. Normal interchange and pooling agreements with respect to any engine are permitted. Subleases, in the case of leased aircraft, and leases, in the case of owned aircraft, are also permitted to U.S. air carriers and foreign air carriers that have their principal executive office in countries that are listed in the applicable indenture, subject to a

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reasonably satisfactory legal opinion that, among other things, that country would recognize (in the case of the leased aircraft) owner trustee’s title to, and the loan trustee’s security interest in respect of, the applicable aircraft. In addition, a sublessee may not be subject to insolvency or similar proceedings at the commencement of that sublease. (Leases, Section 7) Permitted foreign air carriers are not limited to those based in a country that is a party to the Convention on the International Recognition of Rights in Aircraft (Geneva 1948). It is uncertain to what extent the relevant loan trustee’s security interest would be recognized if an aircraft were registered or located in a jurisdiction not a party to the convention. Moreover, in the case of an indenture event of default, the ability of the related loan trustee to realize upon its security interest in an aircraft could be adversely affected as a legal or practical matter if the aircraft were registered or located outside the United States.

Registration

      Subject to the next paragraph, we are required to keep each aircraft duly registered with the Federal Aviation Administration, except (in the case of a leased aircraft) if the relevant owner trustee or owner participant fails to meet the applicable citizenship requirements, and to record each lease (in the case of a leased aircraft, but subject to those citizenship requirements) and indenture and certain other documents under Title 49 of the U.S. Code relating to aviation. (Leases, Section 7; Owned Aircraft Indentures, Section 4.02(e)) The recordation of the indenture and other documents with respect to each aircraft is intended to give the relevant loan trustee a first priority perfected security interest in the aircraft whenever it is located in the United States or any of its territories and possessions. The Convention on the International Recognition of Rights in Aircraft (Geneva 1948) provides that the security interest will also generally be recognized in those jurisdictions that have ratified or adhere to the convention.

      So long as no lease event of default exists, we have the right to register a leased aircraft in a country other than the United States at our own expense in connection with a permitted sublease of that aircraft to a permitted foreign air carrier, subject to some conditions in the related participation agreement. These conditions include a requirement that the lien of the applicable indenture continue as a first priority security interest in the applicable aircraft. (Leases, Section 7.1.2; Participation Agreements, Section 7.6.11) The owned aircraft indentures contain comparable provisions with respect to registration of the owned aircraft outside of the United States in connection with a permitted lease of the owned aircraft. (Owned Aircraft Indentures, Section 4.02(e))

Liens

      We are required to maintain each aircraft free of any liens, other than the rights of the relevant loan trustee, the holders of the related equipment notes, us, and, with respect to a leased aircraft, the owner participant and owner trustee arising under the applicable indenture, the lease (in the case of a leased aircraft) or the other operative documents related to the lease, and other than limited liens permitted under the documents, including but not limited to those listed below; provided that in the case of the liens described in clauses (1), (2) and (3) below, the liens and proceedings do not involve any material risk of the sale, forfeiture or loss of the aircraft or the interest of any participant in the aircraft or impair the lien of the relevant indenture. (Leases, Section 6; Owned Aircraft Indentures, Section 4.01) The following liens are permitted:

Additional Permitted Liens

(1)	liens for taxes either not yet due or being contested in good faith by appropriate proceedings;
(2)	materialmen’s, mechanics’ and other similar liens arising in the ordinary course of business and securing obligations that either are not yet delinquent for more than 60 days or are being contested in good faith by appropriate proceedings;
(3)	judgment liens so long as such judgment is discharged or vacated within 60 days or the execution of the judgment is stayed pending appeal and discharged, vacated or reversed within 60 days after expiration of such stay;

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(4)	insurers’ salvage rights; and
(5)	any other lien as to which we have provided a bond or other security adequate in the reasonable opinion of the related owner trustee or loan trustee, as the case may be.

Replacement of Parts; Alterations

      We are obligated to replace all parts at our expense that may from time to time be incorporated or installed in or attached to any aircraft and that may become lost, damaged beyond repair, worn out, stolen, seized, confiscated or rendered permanently unfit for use. We or any permitted sublessee have the right, at our own expense, to make alterations, modifications and additions with respect to each aircraft as we deem desirable in the proper conduct of ours or its business and to remove parts which we deem to be obsolete or no longer suitable or appropriate for use, so long as the alteration, modification, addition or removal does not impair the condition or airworthiness and does not materially diminish the fair market value, utility, or remaining useful life of the related aircraft, airframe or engine. (Leases, Section 8.1 and Annex C)

Insurance

      We are required to maintain, at our expense (or at the expense of a permitted lessee, in the case of the owned aircraft, or a permitted sublessee, in the case of a leased aircraft), all-risk aircraft hull insurance covering each aircraft, at all times in an amount not less than the aggregate outstanding principal amount of the equipment notes related to the aircraft together with six months of accrued interest on those equipment notes. However, after giving effect to self-insurance permitted as described below, the amount payable under the insurance for any aircraft may be less than the amounts payable with respect to the equipment notes issued with respect to that aircraft. In the event of a loss involving insurance proceeds in excess of $5,000,000 per occurrence, if the insurers make payment to other than the repairer of the loss, the proceeds up to the stipulated loss value of the relevant aircraft will be payable to the applicable loan trustee, for so long as the relevant indenture is in effect. In the event of a loss involving insurance proceeds of up to $5,000,000 the proceeds will be payable directly to us so long as an indenture event of default does not exist with respect to the owned aircraft indentures or, in the case of a leased aircraft, the owner trustee has not notified the insurance underwriters that a lease event of default exists. So long as the loss does not constitute an Event of Loss, insurance proceeds will be applied to repair or replace the property. (Leases, Section 11 and Annex D; Owned Aircraft Indentures, Section 4.06)

      In addition, we are obligated to maintain comprehensive airline liability insurance relating to each aircraft at our expense (or at the expense of a permitted lessee, in the case of an owned aircraft, or a permitted sublessee, in the case of a leased aircraft), including, without limitation, passenger legal liability, bodily injury liability, property damage liability and contractual liability, exclusive of manufacturer’s product liability insurance. Insurers of recognized responsibility must underwrite the liability insurance. The amount of the liability insurance coverage per occurrence may not be less than the amount of comprehensive airline liability insurance from time to time applicable to aircraft owned or leased and operated by us of the same type and operating on similar routes as the aircraft. (Leases, Section 11.1 and Annex D; Owned Aircraft Indentures, Section 4.06)

      We are also required to maintain war-risk, hijacking or allied perils insurance if we, or any permitted sublessee or lessee, operate any aircraft or any related airframe or engine in any area of recognized hostilities, unless governmental indemnity is obtained in its place, or if we, or any permitted sublessee or lessee, maintain the insurance relating to other aircraft operated by us, or any permitted sublessee or lessee, on the same routes on which the aircraft is operated. (Leases, Section 7.1.5 and Annex D; Owned Aircraft Indentures, Section 4.06)

      We may self-insure under a program applicable to all aircraft in our fleet, but the amount of the self-insurance in the aggregate may not exceed 50% of the largest replacement value of any single aircraft in our fleet or 1.5% of the average aggregate insurable value during the preceding calendar year of all aircraft on which we carry insurance, whichever is less, unless an insurance broker of national standing certifies that the standard among all other major U.S. airlines is a higher level of self-insurance, in which case we may self-

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insure the aircraft to such higher level. In addition, we may self-insure to the extent of any applicable deductible per aircraft that does not exceed industry standards for major U.S. airlines. (Leases, Section 11.1 and Annex D; Owned Aircraft Indentures, Section 4.06(d))

      In respect of each aircraft, we are required to name as additional insured parties the relevant loan trustee and holders of the equipment notes and, in the case of the leased aircraft, the relevant owner participant and owner trustee, in its individual capacity and as owner of that aircraft, and in some cases certain other parties under all liability, hull and property and war risk, hijacking and allied perils insurance policies required with respect to the aircraft. In addition, the insurance policies maintained under the leases and the owned aircraft indentures will be required to provide that, in respect of the interests of only additional insured persons, the insurance will not be invalidated or impaired by any act or omission of ours or any other person and to insure the respective interests of the additional insured persons, regardless of any breach or violation of any representation, warranty, declaration, term or condition contained in the policies by us, any permitted sublessee or any other person. (Leases, Annex D; Owned Aircraft Indentures, Section 4.06)

Lease Termination

      Unless a lease event of default has occurred and is continuing, we may terminate any lease on any payment date occurring on or after the fifth anniversary of the date on which that lease commenced, if we make a good faith determination that the leased aircraft subject to that lease is economically obsolete or surplus to our requirements. We are required to give notice of our intention to exercise our right of termination described in this paragraph at least 90 days prior to the proposed date of termination. This notice may be withdrawn up to ten business days prior to the proposed date, provided that we may give only five termination notices. In this situation, unless the owner trustee elects to retain title to that aircraft, we are required to use commercially reasonable efforts to sell that aircraft as an agent for the owner trustee, and the owner trustee will sell the aircraft on the date of termination to the highest cash bidder. If the sale occurs, the equipment notes related to the sale are required to be prepaid. If the net proceeds to be received from the sale are less than the termination value for that aircraft, which is expressed always to be sufficient to pay the aggregate outstanding principal amount of the equipment notes related to the aircraft, together with accrued interest, we are required to pay to the applicable owner trustee an amount equal to the excess, if any, of the applicable termination value for that aircraft over such net proceeds. Upon payment of termination value for that aircraft and an amount equal to the Break Amount, if any, and the Make-Whole Premium, if any, payable on the date of payment, together with certain additional amounts, the lien of the relevant indenture will be released, the relevant lease will terminate, and our obligation to make scheduled rent payments under the related lease will cease. (Leases, Section 9; Indentures, Sections 2.10(b) and 10.01)

      The owner trustee under any lease has the option to retain title to the aircraft subject to that lease if we have given a notice of termination under that lease. The owner trustee will then pay to the applicable loan trustee an amount sufficient to prepay the outstanding principal of and interest on the equipment notes issued relating to that aircraft but we will be obligated to pay the Make-Whole Premium, Break Amount, if any, and other additional amounts, in which case the lien of the relevant indenture will be released, the relevant lease will terminate and our obligation to make scheduled rent payments under that lease will cease. (Leases, Section 9; Indentures, Sections 2.10(b) and 10.01)

Events of Loss

      If an Event of Loss occurs with respect to the airframe or the airframe and engines of an aircraft, we must elect within 45 days after the occurrence either to make payment with respect to that Event of Loss or to replace the airframe and any engines. Not later than the first business day following the earliest of (1) the

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120th day following the date of occurrence of the Event of Loss, and (2) the fourth business day following the receipt of the insurance proceeds in respect of the Event of Loss, we must take either of the steps noted below:

Alternative Steps Required Upon an Event of Loss

(1)

pay to the applicable owner trustee, in the case of a leased aircraft, or to the owned aircraft trustee, in the case of an owned aircraft, the stipulated loss value of the aircraft, in the case of a leased aircraft, or the outstanding principal amount and accrued interest and Break Amount, if any, on the equipment notes, in the case of an owned aircraft, together with some additional amounts, but, in any case, without any Make-Whole Premium or other premium; or

(2)

unless any lease event of default or failure to pay basic rent under the relevant lease, in the case of a leased aircraft, an indenture event of default or failure to pay principal or interest under the owned aircraft indenture, in the case of an owned aircraft, or bankruptcy defaults have occurred and are continuing, substitute an airframe, or airframe and one or more engines, as the case may be, for the airframe, or airframe and engine(s), that suffered the Event of Loss. (Leases, Sections 10.1.1, 10.1.2 and 10.1.3; Indentures, Section 2.10(a); Owned Aircraft Indentures, Sections 2.10 and 4.05(a))

      If we elect to replace an airframe, or airframe and one or more engines, as the case may be, that suffered the Event of Loss, we will convey to the related owner trustee title to an airframe, or airframe and one or more engines, as the case may be, and the replacement airframe or airframe and engines must be the same model as the airframe or airframe and engines to be replaced or an improved model. The airframe, or airframe and one or more engines, as the case may be, must also have a value, utility and remaining useful life, without regard to hours or cycles remaining until the next regular maintenance check, at least equal to the airframe or airframe and engines to be replaced, assuming that the airframe and engines had been maintained in accordance with the related lease. We are also required to provide to the relevant loan trustee and, in the case of a leased aircraft, the relevant owner trustee and owner participant reasonably acceptable opinions of counsel to the effect, among other things, that (1) specified documents have been duly filed under Title 49 of the U.S. Code relating to aviation or comparable applicable law of the relevant jurisdiction of registration and (2) the owner trustee and loan trustee, as assignee of lessor’s rights and interests under the lease, in the case of a leased aircraft, or the owned aircraft trustee, in the case of an owned aircraft, will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to any replacement airframe unless, as a result of a change in law or court interpretation, the benefits are not then available. (Leases, Sections 10.1.3 and 10.3; Owned Aircraft Indentures, Section 4.05(c))

      If we elect not to replace the airframe, or airframe and engine(s), then upon payment of the outstanding principal amount of the equipment notes issued with respect to that aircraft, in the case of an owned aircraft, or the stipulated loss value for that aircraft, in the case of a leased aircraft, together with all additional amounts then due and unpaid with respect to that aircraft, which must be at least sufficient to pay in full as of the date of payment thereof the aggregate unpaid principal amount under those equipment notes together with accrued but unpaid interest thereon and all other amounts due and owing in respect of those equipment notes, the lien of the indenture and, in the case of a leased aircraft, the lease relating to that aircraft will terminate with respect to that aircraft, our obligation to make the scheduled rent payments, in the case of a leased aircraft, or interest and principal payments, in the case of an owned aircraft, will cease and, in the case of a leased aircraft, the related owner trustee will transfer all of its right, title and interest in and to the related aircraft to us, or, if directed by us, the aircraft insurers. The stipulated loss value and other payments made under the leases or the owned aircraft indentures, as the case may be, by us will be deposited with the applicable loan trustee. Amounts in excess of the amounts due and owing under the equipment notes issued with respect to that aircraft will be distributed by the loan trustee to the applicable owner trustee or to us, as the case may be. (Leases, Section 10.1.2; Indentures, Sections 3.02 and 10.01; Owned Aircraft Indentures, Sections 2.10 and 4.05(a)(ii))

      If an Event of Loss occurs with respect to an engine alone, we will be required to replace the engine within 60 days after the occurrence of the Event of Loss with another engine, free and clear of all liens other

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than permitted liens. The replacement engine will be the same make and model as the engine to be replaced, or an improved model, suitable for installation and use on the airframe, and having a value, utility and remaining useful life, without regard to hours or cycles remaining until overhaul, at least equal to the engine to be replaced, assuming that the replaced engine had been maintained in accordance with the relevant lease or the owned aircraft indentures, as the case may be, immediately prior to the occurrence of the Event of Loss. (Leases, Section 10.2; Owned Aircraft Indentures, Section 4.05(a)(i)) We may, whether or not an Event of Loss has occurred with respect to any engine, replace that engine with a replacement engine satisfying the same conditions for a replacement engine following an Event of Loss. (Leases, Section 10.2.3; Owned Aircraft Indentures, Section 4.4(e))

Renewal and Purchase Options

      In connection with the exercise of an Early Purchase Option, we are required with respect to the equipment notes relating to the aircraft being purchased either (1) to pay to the related owner trustee funds at least sufficient to pay any principal of and interest and Make-Whole Premium, if any, on the equipment notes or (2) to assume on a full recourse basis the obligations of the related owner trustee under the equipment notes, the related indenture and the related participation agreement. (Leases, Section 17.3; Leased Aircraft Indentures, Sections 2.10 and 2.15)

      If we elect to purchase an aircraft and pay the amount described in clause (1) above, then upon payment to the related owner trustee of the full purchase price for that aircraft determined in accordance with the related lease and all other amounts owing to the parties to the related participation agreement, the owner trustee will transfer all of its right, title and interest in and to an aircraft to us and the related lease and the lien of the related indenture will terminate. If we elect to purchase the aircraft and assume the obligations of the owner trustee described in clause (2) above, then the related operative agreements will be amended to provide for the assumption of the obligations on a full recourse basis by us, maintaining for the benefit of the holders of the equipment notes the security interest in that aircraft created by the related indenture. In the event of an assumption, we will (1) furnish to the relevant leased aircraft trustee an opinion that the trusts will not be subject to U.S. federal income tax as a result of such assumption and (2) furnish to the relevant leased aircraft trustee either (A) an opinion that the certificateholders will not recognize gain or loss for U.S. federal income tax purposes in connection with such assumption and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same time as would have been the case if such assumption had not occurred or (B) furnish to the relevant leased aircraft trustee both an opinion that the certificateholders should not recognize gain or loss for U.S. federal income tax purposes in connection with such assumption and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such assumption had not occurred and an indemnity in favor of the certificateholders in form and substance reasonably satisfactory to the relevant leased aircraft trustee. (Leases, Section 17.3; Leased Aircraft Indentures, Sections 2.10 and 2.15)

      At the end of the term of each lease after final maturity of the related equipment notes and subject to some conditions, we will have certain options to renew the lease for additional limited periods. In addition, we may have the right at the end of the term of each lease to purchase the aircraft subject to that lease for an amount to be calculated in accordance with the terms of that lease. (Leases, Section 17)

Events of Default under the Leases

      Lease events of default under each lease include, among other things, the items listed below:

Lease Events of Default

(1)  our failure to make any payment of basic rent, stipulated loss value or termination value under the lease within ten business days after it becomes due, or failure by us to pay any other amount due under the lease or under any other related operative document within 30 days from and after the date of any written demand from the owner trustee;

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(2)	our failure to make any excluded payment (as defined in the relevant lease) within 30 days after written notice that the failure constitutes a lease event of default is given by the relevant owner participant to us and the relevant loan trustee;
(3)	our failure to carry and maintain insurance on and in respect of the aircraft, airframe and engines, in accordance with the provisions of that lease;
(4)	our failure to perform or observe in any material respect any other covenant or agreement to be performed or observed by us under that lease or the related participation agreement or any other related operative document, other than the related tax indemnity agreement between us and the owner participant, and the failure continues unremedied for a period of 30  days after written notice of the failure by the applicable owner trustee or loan trustee unless the failure is capable of being corrected and we are diligently proceeding to correct the failure, in which case there will be no lease event of default unless and until the failure continues unremedied for a period of 180 days after receipt of the notice;
(5)	any representation or warranty made by us in that lease or the related participation agreement or in any other related operative document, other than in the related tax indemnity agreement between us and the related owner participant, proves to have been untrue or inaccurate in any material respect at the time made, the representation or warranty is material at the time in question and remains uncured to the extent of the adverse impact thereof for more than 30 days after the date of written notice to us; and
(6)	the occurrence of voluntary events of bankruptcy, reorganization or insolvency of ours or the occurrence of involuntary events of bankruptcy, reorganization or insolvency which continue undismissed, unvacated or unstayed for a period of 90 days. (Leases, Section  14)

Indenture events of default under the owned aircraft indentures are discussed above under “— Indenture Events of Default; Notice and Waiver.”

Remedies Exercisable upon Events of Default under the Lease

      If a lease event of default has occurred and is continuing, the applicable owner trustee may, or, so long as the indenture is in effect, the applicable loan trustee may, subject to the terms of the indenture, exercise one or more of the remedies provided in the lease with respect to the related aircraft. These remedies include the right to repossess and use or operate that aircraft, to rescind or terminate that lease, to sell or re-lease that aircraft free and clear of our rights, except as set forth in that lease, and retain the proceeds, and to require us to pay, as liquidated damages, any due and unpaid basic rent plus an amount, at the owner trustee’s or, subject to the terms of the relevant indenture, the loan trustee’s option, set forth below:

Alternative Amount of Payment Amount upon a Lease Event of Default

(1)	the excess of the present value of all unpaid rent during the remainder of the term of the related lease over the present value of the fair market rental value of the aircraft for the remainder of the term of the related lease; or
(2)	the excess of the stipulated loss value of the aircraft subject to that lease over the fair market sales value of that aircraft or, if that aircraft has been sold, the net sales proceeds from the sale of that aircraft. (Leases, Section 15; Indentures, Section  4.04)

      Remedies under the owned aircraft indentures are discussed above under “— Remedies.”

Transfer of Owner Participant Interests

      Subject to some restrictions, each owner participant may transfer all or any part of its interest in the related leased aircraft. (Participation Agreements, Section 10.1.1)

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

      The following summary describes the material U.S. federal income tax consequences to certificateholders of the exchange of outstanding certificates for new certificates. This summary is addressed to beneficial owners of certificates that are citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any state therein, estates the income of which is subject to U.S. federal income taxation regardless of its source, and trusts that meet the following two tests: (1) a court in the United States is able to exercise primary supervision over the administration of the trust and (2) one or more U.S. persons have authority to control all substantial decisions of the trust, that will hold the certificates as capital assets.

      The exchange of outstanding certificates for new certificates in the exchange offer will not be a taxable event for U.S. federal income tax purposes. The receipt of certificates in the exchange offer will be treated as a continuation of the original investment in the certificates. As a result, a holder whose outstanding certificate is accepted in the exchange offer will not recognize gain or loss on the exchange. A tendering holder’s tax basis in the new certificates will be the same as the holder’s tax basis in its outstanding certificates. A tendering holder’s holding period for the new certificates received in the exchange offer will include its holding period for the outstanding certificates surrendered.

      The foregoing summary of U.S. federal income tax consequences of an exchange of outstanding certificates for new certificates is addressed to beneficial owners of certificates who are U.S. Persons, as described in the first paragraph of this section, that will hold certificates as capital assets. It is not intended to be individual tax advice. Accordingly, all holders of outstanding certificates are advised to consult their own tax advisors regarding the U.S. federal, state and local tax consequences of the exchange of outstanding certificates for new certificates and of the ownership and disposition of new certificates received in the exchange offer in light of their own individual and particular circumstances.

ERISA CONSIDERATIONS

      In general, employee benefit plans subject to Title I of the Employee Retirement Income Security Act of 1974, or ERISA, or Section 4975 of the Internal Revenue Code of 1986 or entities which may be deemed to hold the assets of any ERISA plan will not be eligible to purchase the certificates, unless certain conditions apply and subject to the circumstances applicable to those ERISA plans.

      A fiduciary of an employee benefit plan subject to ERISA should consider fiduciary standards under ERISA in the context of the particular circumstances of that plan before authorizing an investment in the certificates. The fiduciary should determine whether the investment satisfies ERISA’s diversification and prudence requirements and whether the investment is in accordance with the documents and instruments governing the plan. In addition, ERISA and the Internal Revenue Code prohibit a wide range of transactions involving an employee benefit plan, including any entity deemed to hold plan assets, subject to ERISA and/or Section 4975 of the Internal Revenue Code and persons who have specified relationships to the ERISA Plan. These are referred to as “parties in interest” within the meaning of ERISA and “disqualified persons” within the meaning of the Internal Revenue Code. These prohibited transactions may require “correction” and may cause an ERISA plan fiduciary to incur liabilities and the parties in interest or disqualified persons to be subject to excise taxes.

      Each of the owner participants, the manufacturers of the aircraft, the holders of the equipment notes, the initial purchasers of the outstanding certificates, the escrow agent, the depositary, the liquidity provider, the policy provider and we may be a party in interest or a disqualified person with respect to an ERISA plan purchasing the certificates. Therefore, the purchase by an ERISA plan of the certificates may give rise to a direct or indirect prohibited transaction. Any person who is, or who in acquiring the certificates is or may be using the assets of, an ERISA plan may purchase the certificates, if that person determines that a statutory or an administrative exemption from the prohibited transaction rules discussed below or otherwise available is applicable to their purchase and holding of the certificates (or a participation interest therein).

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      Some statutory or administrative exemptions from the prohibited transaction rules under ERISA and the Internal Revenue Code may be available to an ERISA plan which is purchasing the certificates. Included among these exemptions are: PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 84-14, regarding transactions effected by a qualified professional asset manager; PTCE 95-60, regarding investments by insurance company general accounts or PTCE 96-23, regarding investments by an in-house professional asset manager. Certain of the exemptions, however, do not afford relief from the prohibited transaction rules under Section 406(b) of ERISA and Section 4975(c)(I)(E)-(F) of the Internal Revenue Code. In addition, there can be no assurance that any of these administrative exemptions will be available with respect to any particular transaction involving the certificates.

      The Department of Labor has issued individual administrative exemptions to certain underwriters which are substantially the same as the administrative exemption issued to Salomon Smith Barney, Inc. (Prohibited Transaction Exemption 89-89 et al., 54 Fed. Reg. 42,589 (1989), as amended. This underwriter exemption generally exempts from the prohibited transaction rules the initial purchase, the holding and the subsequent resale by an ERISA plan of certificates in certain pass through trusts, the assets of which pass through trust consist of secured credit instruments that bear interest or are purchased at a discount in transactions by or between business entities (including qualified equipment trust certificates secured by leases). The limited relief provided by the Department of Labor in the underwriter exemption is subject to several other conditions, including a requirement that certificates acquired by an ERISA plan under the underwriter exemption have received a rating at the time of acquisition by the ERISA plan that is in one of the three highest rating categories from either Standard & Poor’s or Moody’s. Under the underwriter exemption, an equipment trust certificate secured by a lease will be considered qualified only under certain circumstances. The underwriter exemption also requires that the acquisition of certificates by an ERISA plan be on terms (including the price for the certificate) that are at least as favorable to an ERISA plan as they would be in an arm’s-length transaction with an unrelated party, and that the rights and interests evidenced by the certificates must not be subordinated to the rights and interests evidenced by other certificates of the same trust estate.

      With respect to the investment restrictions set forth in the underwriter exemption, an investment in a certificate will evidence both an interest in the respective original trust as well as an interest in the deposits held in escrow by an escrow agent for the benefit of the certificateholder. Under the terms of the escrow agreement, the proceeds from the offering of the certificates of each class not used to purchase equipment notes on the issuance date will be paid over by the initial purchasers of the outstanding certificates to the depositary on behalf of the escrow agent (for the benefit of such certificateholders as the holders of the escrow receipts) and will not constitute property of the original trusts. Under the terms of each escrow agreement, the escrow agent will be irrevocably instructed to enter into the deposit agreements with the depositary and to effect withdrawals upon the receipt of appropriate notice from the relevant trustee so as to enable the trustee to purchase the identified equipment notes on the terms and conditions set forth in the note purchase agreement. Interest on the deposits relating to each trust will be paid to the certificateholders of that trust as holders of escrow receipts through a paying agent appointed by the escrow agent. Pending satisfaction of the conditions and withdrawal of these deposits, the escrow agent’s rights with respect to the deposits will remain plan assets subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and the prohibited transaction rules.

      The Department of Labor has issued an amendment to the underwriter exemption, 62 FR 39,021 (October 21, 1997), which allows the assets of a pass through trust to include a prefunding account under certain circumstances. The relief provided by this amendment is subject to several conditions, including a requirement that the prefunding period end no later than the earliest to occur of: (1) the date the amount on deposit in the prefunding account is less than the minimum dollar amount specified in the pooling and servicing agreement; (2) the date on which an event of default occurs under the pooling and servicing agreement; or (3) the date which is the later of three months or 90 days after the closing date. Such restrictions on prefunding accounts may not be applicable in certain circumstances where, although certain of the equipment securing equipment trust certificates held by the trust have not been delivered on the date of the issuance of such equipment trust certificates, such equipment trust certificates otherwise constitute, at the

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time an ERISA plan acquires the pass through certificates, secured credit instruments that bear interest. However, there can be no assurance that the Department of Labor would agree that the prefunding restrictions would not apply in such a case. Moreover, even if such restrictions would not apply, no monitoring or other measures will be taken to ensure that all of the conditions of the underwriter exemption, as amended, will be satisfied.

      It is clear that the underwriter exemption will not apply to subordinated classes of certificates, such as the Class C or Class D certificates. It also appears that the underwriter exemption will not apply to the purchase by Class C or Class D certificateholders of Class G certificates in connection with the exercise of their rights upon the occurrence and during the continuance of a Triggering Event. In addition, for the reasons noted above, no assurance can be given that the underwriter exemption will otherwise apply with respect to any particular transaction involving the Class G certificates or the assets of the Class G trust.

      If an ERISA plan acquires a certificate, the ERISA plan’s assets may include both the certificate acquired and an undivided interest in the underlying assets of the trust, unless the actual investment by “benefit plan investors” in the certificates is not “significant” within the meaning of the Department of Labor plan assets regulations. Consequently, the trust assets could be deemed to be “plan assets” of such ERISA plan for purposes of the fiduciary responsibility provisions of ERISA and the prohibited transaction rules. Any person who exercises any authority or control with respect to the management or disposition of the assets of an ERISA plan is considered to be a fiduciary of that ERISA plan. The trustee could, therefore, become a fiduciary of ERISA plans that have invested in the certificates and be subject to general fiduciary requirements of ERISA in exercising its authority with respect to the management of the assets of the trust. If the trustee becomes a fiduciary with respect to the ERISA plans purchasing the certificates, there may be an improper delegation by such ERISA plans of the responsibility to manage plan assets. In order to avoid such prohibited transactions, each investing ERISA plan, by purchasing that certificates, will be deemed to have directed the trust to invest in the assets held in such trust. Any ERISA plan purchasing the certificates must ensure that any statutory or administrative exemption from the prohibited transaction rules on which the ERISA plan relies with respect to its purchase or holding of the certificates also applies to the ERISA plan’s indirect holding of the assets of the trust.

      Governmental plans and certain church plans, each as defined under ERISA, are not subject to the prohibited transaction rules. These plans may, however, be subject to federal, state or local laws or regulations that may affect their investment in the certificates. Any fiduciary of a governmental or church plan considering a purchase of the certificates must determine the need for, and the availability, if necessary, of any exemptive relief under any such laws or regulations.

      The foregoing discussion is general in nature and is not intended to be all inclusive. Any fiduciary of an ERISA plan, governmental plan or church plan considering the purchase and holding of the certificates should consult with its legal advisors regarding the consequences of such purchase and holding. By its purchase and acceptance of a certificate, each certificateholder will be deemed to have represented and warranted that either (1) no ERISA plan assets have been used to purchase the certificate, or (2) one or more prohibited transaction statutory or administrative exemptions applies such that the use of such ERISA plan assets to purchase and hold the certificate will not constitute a non-exempt prohibited transaction.

      Each ERISA plan fiduciary (and each fiduciary for a governmental or church plan subject to rules similar to those imposed on ERISA Plans under ERISA) should consult with its legal advisor concerning an investment in any of the certificates.

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PLAN OF DISTRIBUTION

      Each broker-dealer that receives new certificates for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new certificates. This prospectus (together with copies of our Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2001), as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new certificates received in exchange for outstanding certificates where the outstanding certificates were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus (together with copies of our Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2001), as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 90 days after the date of this prospectus, all broker-dealers effecting transactions in the new certificates may be required to deliver a prospectus.

      We will not receive any proceeds from any sale of new certificates by broker-dealers. New certificates received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new certificates or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new certificates. Any broker-dealer that resells new certificates that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of such new certificates may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933. Any profit of any resale of new certificates and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act of 1933. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933.

      Starting on the date the exchange offer expires, we will promptly send additional copies of this prospectus (together with copies of our Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2001) and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers, fees of counsel to the holders and certain transfer taxes. We will indemnify the holders of the new certificates (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act of 1933.

LEGAL MATTERS

      The validity of the new certificates is being passed upon for us by Vedder, Price, Kaufman & Kammholz, New York, New York, our special counsel. Morris, James, Hitchens & Williams LLP, Wilmington, Delaware, counsel to Wilmington Trust Company is giving an opinion on certain Delaware law matters, including the binding effect of the new certificates. Vedder, Price, Kaufman & Kammholz is relying as to certain matters upon the opinions of Linda M. Mitchell, our vice president and general counsel, and Morris, James, Hitchens & Williams LLP.

EXPERTS

      Our financial statements and financial statement schedule as of December 31, 2000 and 1999, and for each of the years in the three-year period ended December 31, 2000, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Our contract for services with KPMG LLP expired upon completion of the 2000 audit, and on March 29, 2001, we notified KPMG LLP that we had approved the engagement of PricewaterhouseCoopers as our independent auditors for the fiscal year ending December 31, 2001.

      The references to Aircraft Information Services, Inc., AvSolutions, and MBA, and to their respective appraisal reports, dated as of April 17, 2001, April 9, 2001, and April 30, 2001, respectively, are included in reliance upon the authority of each firm as an expert with respect to the matters contained in its appraisal report.

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APPENDIX I — GLOSSARY OF TERMS

      “Adjusted Expected Distributions” means, with respect to the certificates of any trust on any current distribution date, the sum of (x) accrued and unpaid interest on the certificates (excluding interest, if any, payable with respect to the deposits relating to the trust) and (y) the greater of:

(A)  the difference between (x) the Pool Balance of the certificates as of the immediately preceding distribution date (or, if the current distribution date is the first distribution date, the original aggregate face amount of the certificates of that trust) and (y)  the Pool Balance of the certificates as of the current distribution date calculated on the basis that (i) the principal of the Non-Performing Equipment Notes held in the trust has been paid in full and the payments have been distributed to the holders of the certificates, (ii) the principal of the Performing Equipment Notes held in that trust has been paid when due (but without giving effect to any acceleration of Performing Equipment Notes) and the payments have been distributed to the holders of the certificates and (iii) the principal of any equipment notes formerly held in that trust that have been sold has been paid in full and the payment has been distributed to the holders of the certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to deposits occurring after the immediately preceding distribution date (or, if the current distribution date is the first distribution date, occurring after the initial issuance of the certificates of that trust); and

(B)  the amount of the excess, if any, of (i) the Pool Balance of that class of certificates as of the immediately preceding distribution date (or, if the current distribution date is the first distribution date, the original aggregate face amount of the certificates of that trust), less the amount of the deposits for that class of certificates as of the preceding distribution date (or, if the current distribution date is the first distribution date, the original aggregate amount of the deposits for that class of certificates) other than any portion of the deposits then used to acquire equipment notes pursuant to the note purchase agreement, over (ii) the Aggregate LTV Collateral Amount for that class of certificates for the current distribution date;

      provided that, until the date of the initial LTV Appraisals, clause (B) shall not apply.

      “Administrative Expenses” means out-of-pocket costs and expenses actually incurred by the subordination agent, the liquidity provider, the policy provider or any trustee or to reimburse any certificateholder, the liquidity provider or the policy provider for payments made to the subordination agent or any trustee to protect or realize the value of the equipment notes or any collateral or any trust indenture estate.

      “Aggregate LTV Collateral Amount” for any class of certificates for any distribution date means the sum of the applicable LTV Collateral Amounts for each aircraft, minus the Pool Balance for each class of certificates, if any, senior to that class, after giving effect to any distribution of principal on that distribution date for the senior class or classes.

      “Appraised Current Market Value” of any aircraft means the lower of the average and the median of the most recent three LTV Appraisals of that aircraft.

      “Average Life Date” for any equipment note shall be the date which follows the time of determination by a period equal to the Remaining Weighted Average Life of that equipment note.

      “Base Rate” means the rate of interest announced publicly by the liquidity provider from time to time in New York, New York as its Base Rate.

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      “Break Amount” means, as of any date of payment, redemption or acceleration for any Series D equipment note, an amount determined by the Calculation Agent on the date that is two LIBOR business days prior to the date of payment, redemption or acceleration pursuant to the formula set forth below:

      The Break Amount will be calculated as follows:

           Break Amount = Z - Y

           Where:

X  =	with respect to any applicable interest period, the sum of (i) the amount of the outstanding principal amount for that series of equipment note as of the first day of the relevant interest period plus (ii) the interest payable on the equipment note during such entire interest period at then effective Six-Month LIBOR.
Y =	X, discounted to present value from the last day of the relevant interest period to the date of payment, redemption or acceleration, using the then effective Six-Month LIBOR as the discount rate.
Z  =	X, discounted to present value from the last day of the then applicable interest period to the date of payment, redemption or acceleration using a rate equal to the applicable London interbank offered rate for a period commencing on the date of payment, redemption or acceleration and ending on the last day of the applicable interest period, determined by the Calculation Agent as of two LIBOR business days prior to the date of payment, redemption or acceleration as the discount rate.

      “Calculation Agent” means, with respect to any indenture is the applicable loan trustee.

      “Controlling Party” shall refer to the policy provider until payment of final distributions to the holders of the Class G certificates is made and no obligations owing to the policy provider remain outstanding or, if a Policy Provider Default has occurred and is continuing, the Class G trustee until payment of final distributions to the holders of the Class G certificates is made. Subsequently, the Controlling Party will then be the Class C trustee until payment of final distributions to the holders of the Class C certificates is made and then the Controlling Party will be the Class D trustee. However, if the policy provider makes a policy drawing in respect of a Preference Amount after the payment of final distributions to the holders of the Class G certificates has been made, so long as no Policy Provider Default has occurred and is continuing, the policy provider will be the Controlling Party until no Policy Provider Obligations remain outstanding. Subsequently, the Controlling Party will then be the Class C trustee until payment of final distributions to the holders of the Class C certificates is made and then the Controlling Party will be the Class D trustee.

      “Deposit Break Amount” means, as of any date of distribution of remaining deposits relating to the Class D trust, an amount determined by the Class D trustee on the date that is two LIBOR business days prior to the date of distribution pursuant to the formula set forth below.

      The Deposit Break Amount will be calculated as follows:

           Deposit Break Amount  =  Z - Y

           Where:

X   =	with respect to any applicable interest period, the sum of (i) the amount of the remaining deposits as of the date of distribution plus (ii) interest payable on the deposits during the entire interest period at the then effective Six-Month LIBOR.
Y  =	X, discounted to present value from the last day of the then applicable interest period to the date of distribution, using the then effective Six-Month LIBOR as the discount rate.
Z   =	X, discounted to present value from the last day of the then applicable interest period to the date of distribution, using a rate equal to the applicable London interbank offered rate for a period commencing on the date of distribution and ending on the last day of the then

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applicable interest period, determined by the Class D trustee as of two LIBOR business days prior to the date of distribution as the discount rate.

      “Deposit Make-Whole Premium” means, with respect to the distribution of unused deposits to holders of Class G and Class C certificates, as of any date of determination, an amount equal to the excess, if any, of (a) the present value of the excess of (i) the scheduled payment of principal and interest to maturity of the Series G and Series C equipment notes, assuming the maximum principal amount thereof (as permitted by the Mandatory Economic Terms) were issued with respect to all of the aircraft minus any Non-Premium Amount applicable to the class of certificates and, in the case of Class C certificates only, $10 million, on each remaining regular distribution date for that class under an assumed amortization schedule over (ii) the scheduled payment of principal and interest to maturity of the Series G and Series C equipment notes actually acquired by the trustee for such class on each regular distribution date, such present value computed by discounting such excess on a semiannual basis on each regular distribution date (assuming a 360-day year of twelve 30-day months) using a discount rate equal to the Treasury Yield plus 180 basis points in the case of the Class G certificates and 365 basis points in the case of the Class C certificates over (b) the amount of the unused deposits to be distributed to the holders of the certificates, minus any Non-Premium Amount applicable to the class of certificates and, in the case of Class C certificates only, $10 million, plus accrued and unpaid interest on the net amount to but excluding the date of determination from and including the preceding regular distribution date (or if the date of determination precedes the first regular distribution date, the date of issuance of the certificates).

      “Downgrade Drawing” means a drawing by the subordination agent in an amount equal to the then Maximum Available Commitment under a liquidity facility due to the downgrade of the liquidity provider below the Threshold Rating.

      “Early Purchase Option” means, with respect to any leased aircraft, we may elect to purchase a leased aircraft and terminate the related lease prior to the end of the term of that lease (i) on the lease payment date, if any, agreed by the owner participant for that aircraft in connection with an early buy-out option or (ii) under certain circumstances, on any lease payment date, if we would be required to make certain indemnity payments for that aircraft in excess of a certain designated amount, which could be avoided through our purchase of the aircraft.

      “Election Distribution Date” means any special distribution date specified by the subordination agent upon 20 days’ notice, by reason of (i) the occurrence and continuation of a Policy Provider Default occurring after a policy provider election or (ii) the receipt of a special payment constituting the proceeds of a disposition relating to any Series G equipment note as to which a policy provider election has been given.

      “Event of Loss” with respect to an aircraft, airframe or any engine means any of the following events: (i) the destruction of the property, damage to the property beyond practical or economic repair or rendition of the property permanently unfit for normal use; (ii) the actual or constructive total loss of the property or any damage to the property or requisition of title or use of the property which results in an insurance settlement with respect to the property on the basis of a total loss or a constructive or compromised total loss; (iii) any theft, hijacking or disappearance of the property for a period of 180 days or more or, if earlier, the first to occur of the last day of the term of the related lease (if the property is subject to a lease) or the date on which we confirmed in writing that we cannot recover the property; (iv) any seizure, condemnation, confiscation, taking or requisition of title to the property by any governmental entity or purported governmental entity (other than the U.S. government) for a period exceeding 180 days (exceeding 90 days in the case of a requisition of title) or, if earlier, at the end of the term of the lease (in the case of a leased aircraft); (v) in the case of any leased aircraft, any seizure, condemnation, confiscation, taking or requisition of use of the property by any U.S. government entity that continues until the 30th day after the last day of the term of the relevant lease (unless the owner trustee elected not to treat the event as an Event of Loss); or (vi) as a result of any law, rule, regulation, order or other action by the FAA or any governmental entity, the use of the property in the normal course of our business of passenger air transportation is prohibited for 180 days, unless we, prior to the expiration of the 180-day period, undertake and diligently carry forward steps which are necessary or desirable to permit our normal use of the property, but in any event if the use has been prohibited for a period of two

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consecutive years; provided that no Event of Loss shall be deemed to have occurred if the prohibition has been applicable to our entire U.S. fleet of similar property and we, prior to the expiration of the two-year period, conformed at least one unit of the property in its fleet to the requirements of any law, rule, regulation, order or other action and commenced regular commercial use of the same and diligently carry forward, in a manner which does not discriminate against the applicable property in conforming the property, steps which are necessary or desirable to permit our normal use of the property, but in any event if the use has been prohibited for a period of three years or, in the case of the leased aircraft, the use is prohibited at the expiration of the term of the relevant lease.

      “Excess Reimbursement Obligations” means, (a) in the event of any policy provider election, the portion of the Policy Provider Obligations that represents, when added to that portion of any Liquidity Obligations that represents, interest on the Series G equipment note upon which the policy provider election has been made in excess of 24 months of interest at the interest rate applicable to the equipment note and (b) any interest on the Liquidity Obligations for the Class G and Class C liquidity facilities paid by the policy provider to the liquidity provider from and after the end of the 24-month period referred to under the caption “Description of the Policy and the Policy Provider Agreement — The Policy — No Proceeds Drawing.”

      “Excusable Delay” includes, among other things, acts of God, governmental acts or failures to act, strikes or other labor troubles, inability to procure materials, or any other cause beyond AVSA’s control or not occasioned by AVSA’s fault or negligence.

      “Expected Distributions” means, with respect to the certificates of any trust on any distribution date, the sum of (x) accrued and unpaid interest on the certificates (excluding interest, if any, payable with respect to the deposits relating to that trust) and (y) the difference between (a) the Pool Balance of the certificates as of the immediately preceding distribution date (or, if the current distribution date is the first distribution date, the original aggregate face amount of the certificates of that trust) and (b) the Pool Balance of the certificates as of the current distribution date calculated on the basis that (i) the principal of the equipment notes held in that trust has been paid when due (whether at stated maturity, upon redemption, prepayment, purchase or acceleration or otherwise) and the payments have been distributed to the holders of the certificates and (ii) the principal of any equipment notes formerly held in that trust that have been sold has been paid in full and the payments have been distributed to the holders of the certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to deposits occurring after the immediately preceding distribution date (or, if the current distribution date is the first distribution date, occurring after the initial issuance of the certificates of that trust). For purposes of calculating Expected Distributions with respect to the certificates of any trust, any Break Amount or premium paid on the equipment notes held in that trust which has not been distributed to the certificateholders of that trust (other than the Break Amount or premium or a portion thereof applied to the payment of interest on the certificates of that trust or the reduction of the Pool Balance of that trust) will be added to the amount of the Expected Distributions. For purposes of determining the priority of distributions on account of the redemption, purchase or prepayment of all of the equipment notes issued pursuant to an indenture, clause (x) of this definition of Expected Distributions will be deemed to read as follows: “(x) accrued, due and unpaid interest on the certificates together with (without duplication) accrued and unpaid interest on a portion of the certificates equal to the outstanding principal amount of the equipment notes held in trust and being redeemed, purchased or prepaid (immediately prior to the redemption, purchase or prepayment), in each case excluding interest, if any, payable with respect to the deposits related to that trust.”

      “Final Distributions” means, with respect to the certificates of any trust on any distribution date, the sum of (x) the aggregate amount of all accrued and unpaid interest on the certificates (excluding interest, if any, payable on the deposits relating to that trust) and (y) the Pool Balance of the certificates as of the immediately preceding distribution date (less the amount of the deposits for the class of certificates as of the preceding distribution date other than any portion of the deposits thereafter used to acquire equipment notes pursuant to the note purchase agreement). For purposes of calculating Final Distributions with respect to the certificates of any trust, any Break Amount or premium paid on the equipment notes held in that trust which has not been distributed to the certificateholders of that trust (other than the Break Amount or premium or a

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portion thereof applied as the payment of interest on the certificates of that trust on the reduction of the Pool Balance of that trust) shall be added to the amount of the Final Distributions.

      “H.15(519)” means, the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System.

      “Insolvency Proceeding” means the commencement, after the date hereof, of any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings by or against us or any liquidity provider and the commencement, after the date of this prospectus, of any proceedings by us or any liquidity provider for the winding up or liquidation of our or its affairs or the consent, after the date of this prospectus, to the appointment of a trustee, conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings of or relating to us or any liquidity provider.

      “Interest Drawings” means the funds that the liquidity provider advances to Wilmington Trust Company, as subordination agent, to make up to three consecutive semi-annual interest payments.

      “LIBOR” means, with respect to any interest period, the interest rate per annum at which deposits in United States dollars are offered to prime banks in the London interbank market as indicated on display page 3750 (British Bankers Association-LIBOR) of the Dow Jones Markets Service (or other page as may replace the display page 3750 for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if not indicated, the average (rounded upwards to the nearest 1/16%), as determined by the liquidity provider, of the rates as indicated on the Reuters Screen LIBO Page (or other page as may replace the Reuters Screen LIBO Page for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if neither alternative is indicated, the average (rounded upwards to the nearest 1/16%), as determined by the liquidity provider, of the rates offered by the London reference banks to prime banks in the London interbank market, in each case at or about 11:00 a.m. (London time) on the day two LIBOR business days prior to the first day of the interest period for deposits of a duration equal to the interest period (or other period most nearly corresponding to that period) in an amount substantially equal to the principal amount of the applicable LIBOR advance as of the first day of the interest period.

      “Liquidity Expenses” means all amounts owing to the liquidity provider under each liquidity facility, or other agreements, other than any interest accrued on those amounts or the amount of any drawing under the liquidity facilities.

      “Liquidity Obligations” means the obligations to reimburse or to pay the liquidity provider all principal, interest, fees and other amounts owing to it under its liquidity facility or certain other agreements.

      “LTV Appraisal” means a fair market value appraisal (which may be a “desktop” appraisal) performed by any appraiser or any other nationally recognized aircraft appraiser on the basis of an arm’s- length transaction between an informed and willing purchaser under no compulsion to buy and an informed and willing seller under no compulsion to sell and both having knowledge of all relevant facts.

      “LTV Collateral Amount” of any aircraft for any class of certificates means, as of any distribution date, the lesser of (a) the LTV Ratio for such class of certificates multiplied by the Appraised Current Market Value of such aircraft (or with respect to any such aircraft which has suffered an Event of Loss under and as defined in the relevant lease, in the case of a leased aircraft, or indenture, in the case of an owned aircraft, the amount of the insurance proceeds paid to the related loan trustee in respect thereof to the extent then held by such loan trustee (and/or on deposit in the special payments account) or payable to such loan trustee in respect thereof) and (b) the outstanding principal amount of the equipment notes secured by such aircraft after giving effect to any principal payments of such equipment notes on or before such distribution date.

      “LTV Ratio” means for the Class G certificates 53%, for the Class C certificates 62% and for the Class D certificates 72%.

      “Make-Whole Premium” means with respect to any Series G or Series C equipment note, an amount (as determined by an independent investment banker of national standing selected by us) equal to the excess, if any, of (a) the present value of the remaining scheduled payments of principal and interest to maturity of

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the equipment note computed by discounting the payments on a semiannual basis on each payment date (assuming a 360-day year of twelve 30-day months) using a discount rate equal to the Treasury Yield over (b) the outstanding principal amount of the equipment note plus accrued interest to the date of determination.

      “Mandatory Document Terms” means the Mandatory Document Terms described under “Description of the New Certificates — Mandatory Terms.”

      “Mandatory Economic Terms” means the Mandatory Economic Terms described under “Description of the New Certificates — Mandatory Terms.”

      “Maximum Principal Amount of Equipment Notes” means the Maximum Principal Amount of equipment notes described under “Description of the Aircraft and the Appraisals — The Appraisals.”

      “Maximum Available Commitment” means the maximum amount available to be drawn under the liquidity facility with respect to any trust on any regular distribution date to fund any shortfall of interest on certificates of that trust, which amount will not exceed an amount equal to the then Required Amount of that trust less the aggregate amount of each Interest Drawing outstanding under the liquidity facility at that time

      “Minimum Sale Price” means, with respect to any aircraft or the equipment notes issued for that aircraft, at any time, the lesser of (1) 75% of the Appraised Current Market Value of the aircraft and (2) the aggregate outstanding principal amount of such equipment notes, plus accrued and unpaid interest on the equipment note.

      “Non-Extension Drawing” means a drawing by the subordination agent of the Maximum Available Commitment under a liquidity facility at the time of the drawing, as a result of the liquidity facility not being extended or replaced by the 25th day prior to its then scheduled expiration date.

      “Non-Performing Equipment Note” means an equipment note that is not a Performing Equipment Note.

      “Non-Premium Amount” means, with respect to any trust, the maximum principal amount of equipment notes that could have been issued and acquired by that trust in accordance with the Mandatory Economic Terms with respect to any aircraft that is not delivered by the manufacturer on or prior to the delivery period termination date, due to any reason not occasioned by our fault or negligence; provided no substitute aircraft is provided in lieu of such aircraft.

      “Performing Equipment Note” means an equipment note issued pursuant to an indenture with respect to which no payment default has occurred and is continuing (without giving effect to any acceleration); provided that in the event of a bankruptcy proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) under which we are a debtor, any payment default existing during the 60-day period under Section 1110(a)(2)(A) of the Bankruptcy Code (or such longer period as may apply under Section 1110(b) of the Bankruptcy Code or as may apply for the cure of the payment default under Section 1110(a)(2)(B) of the Bankruptcy Code) will not be taken into consideration until the expiration of the applicable period.

      “Policy Business Day,” means any day that is not a Saturday, a Sunday or other day on which banking institutions in New York City or in the city in which the Corporate Trust Office of the subordination agent or the office of the policy provider is located are authorized or obligated by law or executive order to close.

      “Policy Expenses” means all amounts (including amounts in respect of expenses or indemnities) owing to the policy provider under the policy provider agreement or certain other agreements other than (i) the amount of any Excess Reimbursement Obligations, (ii) any policy drawing, (iii) any interest accrued on any policy provider obligation and (iv) reimbursement of and interest on the Liquidity Obligations for the liquidity facilities paid by the policy provider to the liquidity provider; provided that if, at the time of determination, a Policy Provider Default exists, Policy Expenses will not include any indemnity payments owed to the policy provider.

      “Policy Provider Default” means the occurrence of any of the following events: (a) the policy provider fails to make a payment required under the policy in accordance with its terms and the failure remains unremedied for two business days following the delivery of written notice of the failure to the policy provider

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or (b) the policy provider (i) files any petition or commences any case or proceeding under any provisions of any federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) makes a general assignment for the benefit of its creditors or (iii) has an order for relief entered against it under any federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization that is final and nonappealable, or (c) a court of competent jurisdiction, the Wisconsin Department of Insurance or another competent regulatory authority enters a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the policy provider or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the policy provider (or taking of possession of all or any material portion of the policy provider’s property).

      “Policy Provider Obligations” means all reimbursement and other amounts, including fees and indemnities (to the extent not included in Policy Expenses) due to the policy provider under the policy provider agreement but shall not include any interest on policy drawings except, if the Class G liquidity provider has failed to honor any Interest Drawing, interest on any policy drawing made to cover the shortfall attributable to the failure by the Class G liquidity provider in an amount equal to the amount of interest that would have accrued on the Interest Drawing if the Interest Drawing had been made at the interest rate applicable to the Interest Drawing until the policy drawing has been repaid in full, up to a maximum of three such policy drawings.

      “Pool Balance” for each trust or for the certificates issued by any trust indicates, as of any date, is the original aggregate face amount of the certificates of the relevant trust less the aggregate amount of all payments made in respect of the certificates of that trust or in respect of deposits relating to that trust other than payments made in respect of interest or premium thereon or reimbursement of any costs and expenses in connection therewith.

      “Pool Factor” for each trust as of any regular distribution date or special distribution date is the quotient (rounded to the seventh decimal place) computed by dividing the Pool Balance by the original aggregate face amount of the certificates of the trust.

      “Preference Amount” means any payment of principal of, or interest at the stated interest rate on, the Series G equipment notes made to the trustee or the subordination agent or (without duplication) any payment of the Pool Balance of, or interest at the stated interest rate, on the Class G certificates or any payment of the proceeds of any drawing under the Class G liquidity facility made to a holder which has become recoverable or been recovered from the trustee, the subordination agent or the holders of the Class G certificates (as the case may be) as a result of the payment being determined or deemed a preferential transfer pursuant to the United States Bankruptcy Code or otherwise rescinded or requested to be returned in accordance with a final, nonappealable order of a court of competent jurisdiction.

      “PTC Event of Default” is defined under each pass through trust agreement as the failure to pay within ten business days of the due date thereof either the outstanding Pool Balance of the applicable class of certificates on the final legal distribution date for that class or the interest due on that class of certificates on any distribution date (unless, in the case of the Class G or Class C certificates, the subordination agent made Interest Drawings, or a withdrawal from the cash collateral account for that class of certificates, or, in the case of the Class G trust agreement, a drawing under the policy in an aggregate amount sufficient to pay the interest and distributed that amount to the trustee entitled to the distribution). Any failure to make expected principal distributions on any class of certificates on any regular distribution date other than the final legal distribution date will not constitute a PTC Event of Default for those certificates.

      “Remaining Weighted Average Life” on a given date with respect to any equipment note is the number of days equal to the quotient obtained by dividing (x) the sum of each of the products obtained by multiplying (i) the amount of each then remaining scheduled payment of principal of the equipment note by (ii) the number of days from and including the determination date to but excluding the date on which the payment of principal is scheduled to be made, by (y) the then outstanding principal amount of the equipment note.

      “Replacement Facility” for any liquidity facility will mean an irrevocable revolving credit agreement (or agreements) in substantially the form of the replaced liquidity facility, including reinstatement provisions, or

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in another form (which may include a letter of credit) as will permit the rating agencies to confirm in writing their respective ratings then in effect for the certificates (before the downgrading of the ratings, if any, as result of the downgrading of any liquidity provider but without regard to the policy) and in the case of the Class G liquidity facility only, be consented to by the policy provider, which consent will not be unreasonably withheld or delayed, in a face amount (or in an aggregate face amount) equal to the Required Amount for the liquidity facility and issued by a person having unsecured short-term debt ratings issued by both rating agencies which are equal to or higher than the Threshold Rating.

      “Required Amount” means, for any day and with respect to either the Class G trust or the Class C trust, the sum of the aggregate amount of interest, calculated at the stated interest rate applicable to the certificates issued by the relevant trust on the basis of a 360-day year comprised of twelve 30-day months, that would be payable on the certificates on each of the three successive semiannual regular distribution dates immediately following that day or, if that day is a regular distribution date, on that day and the succeeding two regular distribution dates, in each case calculated based on the Pool Balance for the certificates of the relevant trust on that day and without regard to expected future payments of principal on the certificates.

      “Six-Month LIBOR” means, with respect to each interest period beginning on and including a regular distribution date (or the issuance date) and ending on but excluding the next regular distribution date, the interest rate per annum (calculated on the basis of a 360-day year and actual days elapsed) at which deposits in United States dollars are offered to prime banks in the London interbank market as indicated on display page 3750 (British Bankers Association-LIBOR) of the Dow Jones Markets Service (or other page as may replace the display page 3750 for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if not so indicated, the average (rounded upwards to the nearest 1/100%), as determined by the Calculation Agent, of the rates as indicated on the Reuters Screen LIBO Page (or other page as may replace the Reuters Screen LIBO Page for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if neither alternative is indicated, the average (rounded upwards to the nearest 1/100%), as determined by the Calculation Agent, of the rates offered by four major reference banks in the London interbank market, as selected by the Calculation Agent after consultation with us, to prime banks in the London interbank market, in each case at or about 11:00 a.m. (London time) on the LIBOR business day that is two LIBOR business days prior to the first day of the interest period for deposits for a period of six months in an amount substantially equal to the principal amount then outstanding.

      “Threshold Rating” means the short-term unsecured debt rating of P-1 by Moody’s and A-1 by Standard & Poor’s for either liquidity facility.

      “Treasury Yield,” for purposes of determining the Make-Whole Premium, means, at the date of determination with respect to any equipment note, the interest rate (expressed as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity for United States Treasury securities maturing on the Average Life Date of the equipment note and trading in the public securities markets either as determined by interpolation between the most recent weekly average yield to maturity for two series of United States Treasury securities trading in the public securities markets, (i) one maturing as close as possible to, but earlier than, the Average Life Date of the equipment note and (ii) the other maturing as close as possible to, but later than, the Average Life Date of the equipment note, in each case as published in the most recent H.15(519) or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date of the equipment note is reported in the most recent H.15(519), the weekly average yield to maturity as published in such H.15(519).

      “Triggering Event” means (x) the occurrence of an indenture event of default under all indentures resulting in a PTC Event of Default with respect to the most senior class of certificates then outstanding, (y) the acceleration of all of the outstanding equipment notes (provided that during the delivery period the aggregate principal amount thereof exceeds $100 million) or (z) certain bankruptcy or insolvency events in which we are involved.

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APPENDIX II — APPRAISAL LETTERS

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17 April 2001

Mr. Tom Weir

America West Airlines

4000 E. Sky Harbor Blvd.

Phoenix, AZ 85034

Subject: AISI Report No.: AlS023BVO

AISI Sight Unseen New Aircraft Base Value Appraisal, Nine A319-100

and Five A320-200 Aircraft.

Reference: (a) Salomon Smith Barney Fax and Email messages 23/26 Feb, 16 Apr 2001

Dear Mr. Weir:

Aircraft Information Services, Inc. (AISI) is pleased to offer America West Airlines our opinion of the sight unseen base value of nine new A319-100 and five new A320-200 aircraft scheduled to be delivered from the manufacturer to America West Airlines between May 2001 and May 2002 as listed and defined in Table I and referenced (a) data above.

1.  Methodology and Definitions

The standard terms of reference for commercial aircraft value are ‘base value’ and ‘current market value’ of an ‘average’ aircraft. Base value is a theoretical value that assumes a balanced market while current market value is the value in the real market; both assume a hypothetical average aircraft condition. All other values are derived from these values. AISI value definitions are consistent with the current definitions of the International Society of Transport Aircraft Trading (ISTAT), those of 01 January 1994. AISI is a member of that organization and employs an ISTAT Certified and Senior Certified Appraiser.

AISI defines a ‘base value’ as that of a transaction between an equally willing and informed buyer and seller, neither under compulsion to buy or sell, for a single unit cash transaction with no hidden value or liability, with supply and demand of the sale item roughly in balance and with no event which would cause a short term change in the market. Base values are typically given for aircraft in ‘new’ condition, ‘average half-life’ condition, or ‘adjusted’ for an aircraft in a specifically described condition at a specific time.

An ‘average’ aircraft is an operable airworthy aircraft in average physical condition and with average accumulated flight hours and cycles, with clear title and standard unrestricted certificate of airworthiness, and registered in an authority which does not represent a penalty to aircraft value or liquidity, with no damage history and with inventory configuration and level of modification which is normal for its intended use and age. AISI assumes average condition

Headquarters, 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653

TEL: 949-582-8888  FAX: 949-582-8887  E-MAIL: AISINews@aol.com

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17 April 2001

AISI File No. A1SP23BVO

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unless otherwise specified in this report. AISI also assumes that airframe, engine and component maintenance and essential records are sufficient to permit normal commercial operation under a strict airworthiness regulatory authority.

‘Half-life’ condition assumes that every component or maintenance service which has a prescribed interval that determines its service life, overhaul interval or interval between maintenance services, is at a condition which is one-half of the total interval.

An ‘adjusted’ appraisal reflects an adjustment from half life condition for the actual condition, utilization, life remaining or time remaining of an airframe, engine or component.

It should be noted that AISI and ISTAT value definitions apply to a transaction involving a single aircraft, and that transactions involving more than one aircraft are often executed at considerable and highly variable discounts to a single aircraft price, for a variety of reasons relating to an individual buyer or seller.

AISI defines a ‘current market value’, which is synonymous with the older term ‘fair market value’ as that value which reflects the real market conditions including short term events, whether at, above or below the base value conditions. Assumption of a single unit sale and definitions of aircraft condition, buyer/seller qualifications and type of transaction remain unchanged from that of base value. Current market value takes into consideration the status of the economy in which the aircraft is used, the status of supply and demand for the particular aircraft type, the value of recent transactions and the opinions of informed buyers and sellers. Current market value assumes that there is no short term time constraint to buy or sell.

AISI encourages the use of base values to consider historical trends, to establish a consistent baseline for long term value comparisons and future value considerations, or to consider how actual market values vary from theoretical base values. Base values are less volatile than current market values and tend to diminish regularly with time. Base values are normally inappropriate to determine near term values. AISI encourages the use of current market values to consider the probable near term value of an aircraft.

If more than one aircraft is contained in this report than it should be noted that the values given are not directly additive, that is, the total of the given values is not the value of the fleet but rather the sum of the values of the individual aircraft if sold individually over time so as not to exceed demand.

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17 April 2001

AISI File No. A1SP23BVO

Page - 3-

2.  Valuation

The aircraft are valued predicated upon the reference (a) data which describes the aircraft MTOW and any engine upgrades. Following is AISI’s opinion of the base value for the subject aircraft on their respective scheduled delivery dates in current US Dollars. Valuations are presented in Table I subject to the assumptions, definitions and disclaimers herein.

Table I

Expected

Expected

Aircraft Model

Serial

Registration

Engine

MTOW

New Base Value

Number

Number

Delivery Date

(Lbs.)

A320-200

1621

N664AW

Nov-01

V2527-A5

169,754

$48,560,000

A320-200

1644

N665AW

Dec-01

V2527-A5

169,754

$48,710,000

A320-200

N/A

N667AW

Feb-02

V2527-A5

169,754

$49,020,000

A320-200

N/A

N668AW

Apr-02

V2527-A5

169,754

$49,330,000

A320-200

N/A

N669AW

May-02

V2527-A5

169,754

$49,480,000

A319-100

1490

N824AW

May-01

V2524-A5

166,400

$43,220,000

A319-100

1527

N825AW

Jul-01

V2524-A5

166,400

$43,490,000

A319-100

1534

N826AW

Jul-01

V2524-A5

166,400

$43,490,000

A319-100

1547

N827AW

Jul-01

V2524-A5

166,400

$43,490,000

A319-100

1552

N828AW

Jul-01

V2524-A5

166,400

$43,490,000

A319-100

1563

N829AW

Aug-01

V2524-A5

166,400

$43,620,000

A319-100

1565

N830AW

Aug-01

V2524-A5

166,400

$43,620,000

A319-100

1576

N831AW

Sep-01

V2524-A5

166,400

$43,760,000

A319-100

1643

N832AW

Dec-01

V2524-A5

166,400

$44,170,000

Totals

$637,450,000

Unless otherwise agreed by Aircraft Information Services, Inc. (AISI) in writing, this report shall be for the sole use of the client/ addressee. This report is offered as a fair and unbiased assessment of the subject aircraft. AISI has no past, present, or anticipated future interest in the subject aircraft. The conclusions and opinions expressed in this report are based on published

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17 April 2001

AISI File No. A1SP23BVO

Page - 4-

information, information provided by others, reasonable interpretations and calculations thereof and are given in good faith. Such conclusions and opinions are judgments that reflect conditions and values which are current at the time of this report. The values and conditions reported upon are subject to any subsequent change. AISI shall not be liable to any party for damages arising out of reliance or alleged reliance on this report, or for any parties action or failure to act as a result of reliance or alleged reliance on this report.

Sincerely,

AIRCRAFT INFORMATION SERVICES, INC.

John D. McNicol

Vice President

Appraisals & Forecasts

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April 9, 2001

Mr. Thomas T. Weir

Vice President and Treasurer

America West Airlines

4000 E. Sky Harbor Drive

Phoenix, AZ 85034

Dear Mr. Weir:

       AvSOLUTIONS is pleased to provide its opinion on the base values as of April 2001 of nine (9) Airbus Industrie A319-100 and five (5) A320-200 aircraft (collectively, the “Aircraft”). A list of the fourteen (14) aircraft, along with their delivery dates and engine types, is provided as Attachment 1 of this document.

       Set forth below is a summary of the methodology, considerations and assumptions utilized in this appraisal.

Base Value

       Base value is the appraiser’s opinion of the underlying economic value of an aircraft in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and assumes full consideration of its “highest and best use”. An aircraft’s base value is founded in the historical trend of values and in the projection of future value trends and presumes an arm’s length, cash transaction between willing, able and knowledgeable parties acting prudently, with an absence of duress and with a reasonable period of time available for marketing.

Appraisal Methodology

       The method employed by AvSOLUTIONS to appraise the current and base values of aircraft and associated equipment addresses the factors that influence the market value of an aircraft, such as its age, condition, configuration, the population of similar aircraft, similar aircraft on the market, operating costs, cost to acquire a new aircraft, and the state of demand for transportation services.

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       To achieve this objective, cross-sectional data concerning the values of aircraft in each of several general categories is collected and analyzed. Cross-sectional data is then compared with reported market values at a specified point in time. Such data reflects the effect of deterioration in aircraft performance due to usage and exposure to the elements, as well as the effect of obsolescence due to the evolutionary development and implementation of new designs and materials.

       The product of the analysis identifies the relationship between the value of each aircraft and its characteristics, such as age, model designation, service configuration and engine type. Once the relationship is identified, one can then postulate the effects of the difference between the economic circumstances at the time when the cross-sectional data were collected and the current situation. Therefore, if one can determine the current value of an aircraft in one category, it is possible to estimate the current values of all aircraft in that category.

       The manufacturer and size of the aircraft usually determine the specific category to which it is assigned. Segregating the world airplane fleet in this manner accommodates the potential effects of different size and different design philosophies.

       The variability of the data used by AvSOLUTIONS to determine the current market values implies that the actual value realized will fall within a range of values. Therefore, if a contemplated value falls within the specified confidence range, AvSOLUTIONS cannot reject the hypothesis that it is a reasonable representation of the current market situation.

Limiting Conditions and Assumptions

       In order to conduct this valuation, AvSOLUTIONS is primarily relying on information supplied by America West Airlines, Inc. and from data within AvSOLUTIONS’ own database. In determining the base value of the subject aircraft, the following assumptions have been researched and determined:

1.	AvSOLUTIONS has not inspected the subject Aircraft or their maintenance records; accordingly, AvSOLUTIONS cannot attest to their specific location or condition.
2.	The Aircraft are anticipated to be delivered to America West Airlines, Inc. (the “Client”) by the end of May 2002.

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3.	The Aircraft will be certified, maintained and operated under United States Federal Aviation Regulation (FAR) part 121.
4.	All mandatory inspections and Airworthiness Directives have been complied with.
5.	The Aircraft have no damage history.
6.	The Aircraft are in good condition.
7.	AvSOLUTIONS considers the economic useful life of these aircraft to be at least 32 years.

       Based upon the above methodology, considerations and assumptions, it is AvSOLUTIONS’ opinion that the base values of each Aircraft are as listed in Attachment 1.

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STATEMENT OF INDEPENDENCE

       This appraisal report represents the opinion of AvSOLUTIONS, Inc. and is intended to be advisory in nature. Therefore, AvSOLUTIONS assumes no responsibility or legal liability for actions taken or not taken by the Client or any other party with regard to the subject Aircraft. By accepting this report, the Client agrees that AvSOLUTIONS shall bear no responsibility or legal liability regarding this report. Further, this report is prepared for the exclusive use of the Client and shall not be provided to other parties without the Client’s express consent.

       AvSOLUTIONS hereby states that this valuation report has been independently prepared and fairly represents the subject aircraft and AvSOLUTIONS’ opinion of their values. AvSOLUTIONS further states that it has no present or contemplated future interest or association with the subject Aircraft.

Sincerely yours,

Scott E. Daniels

Director, Valuation Services

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ATTACHMENT 1

AMERICA WEST AIRLINES

		Serial				Expected
		Number		Registration		Delivery		Engine		MTOW		Base Value
		MSN		Number		Date		Type		(lb)		($ millions)
Airbus A319-100
	1		1490		N824AW		May-01		IAE V2500		166,400		40.72
	2		1527		N825AW		July-01		IAE V2500		166,400		40.92
	3		1534		N826AW		July-01		IAE V2500		166,400		40.92
	4		1547		N827AW		July-01		IAE V2500		166,400		40.92
	5		1552		N828AW		July-01		IAE V2500		166,400		40.92
	6		1563		N829AW		August-01		IAE V2500		166,400		41.02
	7		1565		N830AW		August-01		IAE V2500		166,400		41.02
	8		1576		N831AW		September-01		IAE V2500		166,400		41.12
	9		1643		N832AW		December-01		IAE V2500		166,400		41.43
Airbus A320-200
	10		1621		N664AW		November-01		IAE V2500		169,800		47.04
	11		1644		N665AW		December-01		IAE V2500		169,800		47.15
	12		N/ A		N667AW		February-02		IAE V2500		169,800		47.57
	13		N/ A		N668AW		Apr-02		IAE V2500		169,800		47.75
	14		N/ A		N669AW		May-02		IAE V2500		169,800		48.11

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MORTEN BEYER & AGNEW

AVIATION CONSULTING FIRM

Appraisal of

Nine (9) Airbus A319-100 &

Five (5) Airbus A320-200 Aircraft

PREPARED FOR:

America West Airlines

APRIL 30, 2001

Washington, D.C	London	Pacific Rim
2107 Wilson Blvd.	Lahinch 62, Lashmere	3-16-16 Higashiooi
Suite 750	Copthorne	Shinagawa-ku
Arlington, Virginia 22201	West Sussex	Tokyo 140-0011
United States	United Kingdom	Japan
Phone +703 276 3200	Phone +44 1342 716248	Phone +813 3763 68 45
Fax +703 276 3201	Fax +44 1342 718967

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  I.      INTRODUCTION AND EXECUTIVE SUMMARY

MORTEN BEYER & AGNEW (MBA) has been retained by America West Airlines (the “Client”) to determine the Current Base Value of 9 Airbus A319-100 and 5 Airbus A320-200 aircraft, to be delivered new as passenger aircraft. The aircraft are further identified in Section III of this report.

In performing this valuation, MBA did not independently inspect the aircraft and the associated records and documentation associated with this aircraft. MBA utilized the technical data of the aircraft provided by the Client, but at Client’s request did not independently verify the accuracy of the technical and specification data so provided.

Section II of this report presents definitions of various terms, such as Current Base Value, Current Market Value, Future Base Value, and Lease-Encumbered Value as promulgated by the Appraisal Program of the International Society of Transport Aircraft Trading (ISTAT). ISTAT is a non-profit association of management personnel from banks, leasing companies, airlines, manufacturers, brokers, and others who have a vested interest in the commercial aviation industry and who have established a technical and ethical certification program for expert appraisers.

Based on the information set forth in this report, it is our opinion as of April 30, 2001 that the Current Base Value of this portfolio of aircraft is $597,220,000 with the respective value adjustments noted in Section V of this report.

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  II.      DEFINITIONS

Current Market Value

ISTAT defines Current Market Value (CMV) as the appraiser’s opinion of the most likely trading price that may be generated for an asset under market circumstances that are perceived to exist at the time in question. Current Market Value assumes that the asset is valued for its highest, best use, and the parties to the hypothetical sale transaction are willing, able, prudent and knowledgeable and under no unusual pressure for a prompt transaction. It also assumes that the transaction would be negotiated in an open and unrestricted market on an arm’s-length basis, for cash or equivalent consideration, and given an adequate amount of time for effective exposure to prospective buyers.

Market Value of a specific asset will tend to be consistent with its Base Value in a stable market environment. In situations where a reasonable equilibrium between supply and demand does not exist, trading prices, and therefore Market Values, are likely to be at variance with the Base Value of the asset. Market Value may be based upon either the actual (or specified) physical condition or maintenance time or condition status of the asset, or alternatively upon an assumed average physical condition and mid-life, mid-time maintenance status.

Base Value

The ISTAT definition of Base Value (BV) has, essentially, the same elements of Market Value except that the market circumstances are assumed to be in a reasonable state of equilibrium. Thus, BV pertains to an idealized aircraft and market combination, but will not necessarily reflect the actual CMV of the aircraft in question at any point in time. BV is founded in the historical trend of values and value in use, and is generally used to analyze historical values or to project future values.

ISTAT defines Base Value as the Appraiser’s opinion of the underlying economic value of an aircraft, engine, or inventory of aircraft parts/equipment (hereinafter referred to as “the asset”), in an open, unrestricted, stable market environment with a reasonable balance of supply and demand. Full consideration is assumed of its “highest and best use”. An asset’s Base Value is founded in the historical trend of values and in the projection of value trends and presumes an arm’s-length, cash transaction between willing, able, and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing. In most cases, the Base Value of an asset assumes the physical condition is average for an asset of its type and age. It further assumes the maintenance time/life status is at mid-time, mid-life (or benefiting from an above-average maintenance status if its is new or nearly new, as the case may be). Since Base Value pertains to a somewhat idealized asset and market combination it may not necessarily reflect the actual current value of the asset in question, but is a nominal starting value to which adjustments may be applied to determine an actual value. Because it is related to long-term market trends, the Base Value definition is commonly applied to analyses of historical values and projections of residual values.

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Future Base Value

Future Base Values are established by using the Base Value at the beginning of the current year (present value), from which point the Future Base Values are projected. The Base Value used for the purpose of projecting the Future Base Values consider the aircraft to be at mid-life and mid-time conditions pertaining to the various aspects of the maintenance status.

The Future Base Values are based on aircraft having an approximate life of 35 years from the date of manufacture. The Future Base Values commence from the present time to the 35th year from the date of manufacture of this aircraft.

Distress Value

Distress Value is the Appraiser’s opinion of the price at which an asset could be sold under abnormal conditions, such as an artificially limited marketing time period, the perception of the seller being under duress to sell, an auction, bankruptcy liquidation, commercial restrictions, legal complications, or other such factors that significantly reduce the bargaining leverage of the seller and give the buyer a significant advantage that can translate into heavily discounted actual trading prices. Apart from the fact that the seller is uncommonly motivated, the parties to the transaction are otherwise assumed to be willing, able, prudent and knowledgeable, negotiating at arm’s-length, normally under the market conditions that are perceived to exist at the time, not an idealized balanced market. While the Distress Value normally implies that the seller is under some duress, there are occasions when buyers, not sellers are under duress or time pressure and, therefore, willing to pay a premium value.

Securitized Value or Lease Encumbered Value

Securitized Value or Lease Encumbered Value is the Appraiser’s opinion of the value of an asset, under lease, given a specified lease payment stream (rents and term), and estimated future residual value at lease termination, and an appropriate discount rate.

The lease encumbered residual value may include consideration of lease termination conditions and remaining maintenance reserves, if any. The Securitized Value or Lease-Encumbered Value may be more or less than the Appraiser’s opinion of Current Market Value, taking into account various factors, such as, the credit risks associated with the parties involved, the time-value of money to those parties, provisions of the lease that may pertain to items such as security deposits, purchase options at various dates, term extensions, sub-lease rights, repossession rights, reserve payments and return conditions.

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  III.      AIRCRAFT SPECIFICATIONS

Aircraft Type	Registration Number	Serial Number	Delivery Month	MGTOW (lbs)
A319-100	N824AW	1490	May-01	166,400
Engines:	N825AW	1527	July-01	166,400
V2524-A5	N826AW	1534	July-01	166,400
	N827AW	1547	July-01	166,400
	N828AW	1552	July-01	166,400
	N829AW	1563	Aug-01	166,400
	N830AW	1565	Aug-01	166,400
	N831AW	1576	Sep-01	166,400
	N832AW	1643	Dec-01	166,400
A320-200	N664AW	1621	Nov-01	169,800
Engines:	N665AW	1644	Dec-01	169,800
V2527-A5	N667AW	TBD	Feb-02	169,800
	N668AW	TBD	April-02	169,800
	N669AW	TBD	May-02	169,800

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  IV.      CURRENT MARKET CONDITIONS

Airbus A320 Family

A319-100 and A320-200

Family Development

The A320 was Airbus’ first all new design since the launch of the original A300 in 1971. The program was initiated in 1983 and logged almost 400 orders prior to first delivery in 1988. The A320s are now offered with both the CFM-56 and the IAE V-2500 engine, with the CFM version having a long head start, but the V2500 gaining. As of March 2001, 908 A320s have been delivered and 541 more are on order. The A320 has achieved a wide market base on all continents, with a total of 91 current operators.

The A319 is a truncated version of the original aircraft. The program was officially launched with a modest six-aircraft order by leasing giant ILFC in late 1992. Prospects were not encouraging as more than one year went by before subsequent orders were placed. However, Air Canada provided a major boost to Airbus with an order of 34 A319s in April 1994 (all now delivered). Ironically, the carrier had reportedly decided against ordering new aircraft to replace its aging DC-9 fleet when Fokker Aircraft convinced the carrier to re-examine the benefits of new airframes. ACA Chairman Hollis Harris agreed, but Fokker lost the battle to its European competitor. As of this March, 798 A319s have been ordered, 328 delivered, and there are 376 outstanding orders. There are currently 29 operators of the A319.

The Northwest and Air Canada situations are significant due to the Airbus family concept factor, (common type ratings and minimal differences training for pilots of the A318 through A340 aircraft), which is the core of the manufacturer’s goal to develop entire fleets with major carriers. Air Canada, which operates A320s already, chose this Airbus concept with both the A319 order and a 13-plane A340 order as well. Northwest Airlines, which operates 70 A320s (and has 12 on order) ordered 68 A319s and switched their A340 order for 16 A330s for delivery beyond 2000.

Other carriers, including Air France Groupe and Lufthansa, have each ordered six types of Airbuses, and currently operate 116 and 114 Airbus aircraft respectively, and other major European operators are Swissair (54) and Iberia (46). However, the European influence might tilt decision-makers at airlines such as these. Airbus believes its concept will give its new designs significant advantages over Boeing aircraft, and the 1999 order books indicate it is doing just that. MBA believes the combination of extremely efficient designs

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and the inherent savings in training and other costs make the Airbus family an attractive avenue for an entire fleet refurbishment, as US Airways’ commitment for up to 400 narrowbody aircraft (including options) appears to justify.

The A320 family incorporates an increased amount of composites in its secondary structure compared to older jets, a complete fly-by-wire control system, and a computerized flight management system which, when engaged, virtually precludes putting the aircraft into stalls or other extreme conditions. This system has been blamed by some for two early incidents in which the crews placed the aircraft in an untenable position close to the ground with the system disconnected and from which it was unable to recover. These two aircraft were totally cleared by the airworthiness authorities, as well as one involved in a third incident in which the crew made a below-minimum approach in bad weather and struck high ground. This third aircraft had no ground proximity warning device installed, a device now required by the French government and long required by many others. In general, all these components have held up well in service, and the reliability of the aircraft has been excellent.

United’s 1994 order for 50 A320s plus options (subsequently increased to 86) was announced as a B-727 replacement, of which United operated 59 in mid 2000. United has 32 A320s and 22 A319s on order. It is obvious that other airlines will use their large orders to surplus older aircraft as well. Alitalia, with 22 A321s in service and three on order, is replacing its stable of MD-82s. As mentioned, Air Canada’s commitments for the A319 are rapidly replacing its fleet of DC-9s. Thus the advent of the A320 family is hastening the retirement of older, far less efficient jets. The A320s currently in service are operating at seat mile costs as low as half of that for older aircraft. The combination of all the above factors leads us to believe the A320 family will enjoy a long production run and in-service useful life, with strong residual values.

The A320 also offers the advantage of being able to carry seven LD-3 cargo containers—a feat not even the B-767 can perform. The fuselage is approximately 10 inches wider than that of the B-727/ B-737/ B-757 series, offering wider aisles and roomier seats—a feature much appreciated by passengers. There are no cargo or Combi models currently offered by Airbus, although such a configuration is obviously possible. The exception is the A300 ‘Beluga’ outsized special cargo aircraft, which is already being leased for commercial applications but is primarily in service for Airbus.

Economics

The A320 vies with the B-757 for top honors as the most efficient aircraft in service. Great fuel efficiency, new technology design and low operating cost parameters all combine to give these aircraft among the lowest seat mile costs of any being built or in service. The MBA Model indicates that both will produce very satisfactory operating and net ratios well into the next century.

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Stage 3 -

The subject aircraft complies with the currently effective Stage III / Chapter III aircraft noise limitations. However, the FAA and the ICAO are currently planning the adoption of more stringent Stage IV noise regulations. The severity of the proposed new regulations, nor the schedule of their implementation has not been determined, but when enacted and effective may limit the continued utilization of the subject aircraft in most areas of the world.

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  V.      VALUATION

In developing the Current Base Value of these aircraft, MBA relied on partial information supplied by the Client and not independently verified by MBA. Therefore, we used certain assumptions that are generally accepted industry practice to calculate the value of aircraft when more detailed information is not available. The principal assumptions for the aircraft are as follows, for each aircraft:

1.	The aircraft is delivered new.
2.	The specifications of the aircraft are those most common for an aircraft of this type new delivery.
3.	The aircraft is in a standard airline configuration.
4.	Its modification status is comparable to that most common for an aircraft of its type and vintage.
5.	No accounting is made for lease obligations or terms of ownership.

	Registration Number	Serial Number	Delivery Month	Current Base Value
Aircraft Type				($000,000)
A319-100	N824AW	1490	May-01	39.85
Engines:	N825AW	1527	July-01	40.10
V2524-A5	N826AW	1534	July-01	40.10
	N827AW	1547	July-01	40.10
	N828AW	1552	July-01	40.10
	N829AW	1563	Aug-01	40.23
	N830AW	1565	Aug-01	40.23
	N831AW	1576	Sep-01	40.35
	N832AW	1643	Dec-01	40.73
A320-200	N664AW	1621	Nov-01	46.77
Engines:	N665AW	1644	Dec-01	46.95
V2527-A5	N667AW	TBD	Feb-02	47.08
	N668AW	TBD	April-02	47.27
	N669AW	TBD	May-02	47.36

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  VI.      COVENANTS

This report has been prepared for the exclusive use of America West Airlines and shall not be provided to other parties by MBA without the express consent of America West Airlines. MBA certifies that this report has been independently prepared and that it fully and accurately reflects MBAs opinion as to the Current Base Value. MBA further certifies that it does not have, and does not expect to have, any financial or other interest in the subject or similar aircraft.

This report represents the opinion of MBA as to the Current Base Value of the subject aircraft and is intended to be advisory only, in nature. Therefore, MBA assumes no responsibility or legal liability for any actions taken, or not taken, by America West Airlines or any other party with regard to the subject aircraft. By accepting this report, all parties agree that MBA shall bear no such responsibility or legal liability.

This report has been prepared by:

/s/ BRYSON P. MONTELEONE

Bryson P. Monteleone

Director of Operations

REVIEWED BY:

/s/ MORTEN S. BEYER

Morten S. Beyer, Appraiser Fellow

Chairman & CEO

ISTAT Certified Senior Appraiser

April 30, 2001

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.      Indemnification of Officers and Directors

      The Company’s Restated Certificate of Incorporation and Restated Bylaws provide that the Company will indemnify each of its directors and officers to the full extent permitted by the laws of the State of Delaware and may indemnify certain other persons as authorized by the Delaware General Corporation Law (the “DGCL”).

      Section 145 of the DGCL provides as follows:

      “(a) A corporation shall have power to 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 he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 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, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 conduct was unlawful.

      (b)  A corporation shall have power to 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 he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of 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 shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

      (c)  To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

      (d)  Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court) 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 has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by a majority vote of the board of directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

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      (e)  Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he 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 may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

      (f)  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 stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

      (g)  A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section.

      (h)  For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent for such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

      (i)  For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

      (j)  The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

      (k)  The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

      The Restated Certificate of Incorporation and Restated Bylaws also limit the personal liability of directors to the Company and its stockholders for monetary damages resulting from certain breaches of the directors’ fiduciary duties. The Restated Certificate of Incorporation of the Company provides as follows:

      “A person who is or was a Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director,

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except for liability (i) for any breach of the Director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the Director derived any improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of Directors of the Corporation shall be eliminated or limited to the full extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a Director has ceased to occupy such position as to acts or omissions occurring during such Director’s term or terms of office, and no amendment or repeal of this Section 12 shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.”

      The Company maintains directors’ and officers’ liability insurance.

Item 21.      Exhibits and Financial Statement Schedules

Exhibit		Description
	4.1	Form of 7.10% America West Airlines Pass Through Certificate Series 2001-1G (included in Exhibit 4.4)
	4.2	Form of 8.37% America West Airlines Pass Through Certificate Series 2001-1C (included in Exhibit 4.6)
	4.3	Form of Six-Month LIBOR plus 3.20% America West Airlines Pass Through Certificate Series 2001-1D (included in Exhibit 4.8)
	4.4	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1G-O and the issuance of 7.10% Initial Pass Through Certificates, Series 2001-1G-O and 7.10% Exchange Pass Through Certificates, Series 2001-1G-O
	4.5	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1G-S and the issuance of 7.10% Initial Pass Through Certificates, Series 2001-1G-S and 7.10% Exchange Pass Through Certificates, Series 2001-1G-S
	4.6	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1C-O and the issuance of 8.37% Initial Pass Through Certificates, Series 2001-1C-O and 8.37% Exchange Pass Through Certificates, Series 2001-1C-O
	4.7	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1C-S and the issuance of 8.37% Initial Pass Through Certificates, Series 2001-1C-S and 8.37% Exchange Pass Through Certificates, Series 2001-1C-S
	4.8	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1D-O and the issuance of Initial Pass Through Certificates, Series 2001-1D-O and Exchange Pass Through Certificates, Series 2001-1D-O
	4.9	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1D-S and the issuance of Six-Month LIBOR plus 3.20% Initial Pass Through Certificates, Series 2001-1D-S and Six-Month LIBOR plus 3.20% Exchange Pass Through Certificates, Series  2001-1D-S

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Exhibit			Description
	4.10		Revolving Credit Agreement, dated May 17, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines Pass Through Trust 2001-1G, as Borrower; and Westdeutsche Landesbank Girozentrale, acting through its New York Branch, as Liquidity Provider
	4.11		Revolving Credit Agreement, dated May 17, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines Pass Through Trust 2001-1C, as Borrower; and Westdeutsche Landesbank Girozentrale, acting through its New York Branch, as Liquidity Provider
	4.12		Intercreditor Agreement (2001-1), dated as of May 17, 2001, among Wilmington Trust Company, as Trustee under the America West Airlines Pass Through Trust 2001-1G, America West Airlines
			Pass Through Trust 2001-1C and America West Airlines Pass Through Trust 2001-1D, Westdeutsche Landesbank Girozentrale, acting through its New York Branch, as Class G Liquidity Provider and Class C Liquidity Provider, Ambac Assurance Corporation as Policy Provider and Wilmington Trust Company, as Subordination Agent and Trustee
	4.13		Exchange and Registration Rights Agreement, dated as of May  17, 2001, among America West Airlines, Inc., Wilmington Trust Company, as Trustee under America West Airlines Pass Through Trust, Series 2001-1G, America West Airlines Pass Through Trust, Series 2001-1C and America West Airlines Pass Through Trust, Series 2001-1D and Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc
	4.14		Deposit Agreement (Class G), dated as of May 17, 2001, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary
	4.15		Deposit Agreement (Class C), dated as of May 17, 2001, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary
	4.16		Deposit Agreement (Class D), dated as of May 17, 2001, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary
	4.17		Escrow and Paying Agent Agreement (Class G), dated as of May 17, 2001, among Wilmington Trust Company, as Escrow Agent, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1G-O, as Pass Through Trustee; and Wilmington Trust Company as Paying Agent
	4.18		Escrow and Paying Agent Agreement (Class C), dated as of May 17, 2001, among Wilmington Trust Company, as Escrow Agent, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1C-O, as Pass Through Trustee; and Wilmington Trust Company as Paying Agent
	4.19		Escrow and Paying Agent Agreement (Class D), dated as of May 17, 2001, among Wilmington Trust Company, as Escrow Agent, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1D-O, as Pass Through Trustee; and Wilmington Trust Company as Paying Agent
	4.20	*	Insurance and Indemnity Agreement (Series G), dated as of May 17, 2001, among America West Airlines, Inc., Ambac Assurance Corporation as Policy Provider and Wilmington Trust company as Subordination Agent

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Exhibit		Description
	4.21	Note Purchase Agreement, dated as of May 17, 2001, among America West Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Escrow Agent and Wilmington Trust Company, as Paying Agent
	5.1	Opinion of Vedder, Price, Kaufman & Kammholz as to the legality of the New Certificates being registered hereby.
	5.2	Opinion of Morris, James, Hitchens & Williams LLP as to the binding effect of the New Certificates being registered hereby.
	5.3	Opinion of Linda M. Mitchell, Vice President and General Counsel of the Registrant
	12.1	Computation of ratio of earnings to fixed charges
	13.1	Annual Report on Form 10-K for the fiscal year ended December 31, 2000
	13.2	Quarterly Report on Form 10-Q for the quarter ended June  30, 2001
	23.1	Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit 5.1)
	23.2	Consent of KPMG LLP
	23.3	Consent of Aircraft Information Services, Inc.
	23.4	Consent of AvSolutions
	23.5	Consent of Morten Beyer & Agnew
	24.1	Power of Attorney (see signature page in Part II of registration statement)
	25.1	Statement of Eligibility of Wilmington Trust Company for the 2001-1G Pass Through Certificates, on Form T-1
	25.2	Statement of Eligibility of Wilmington Trust Company for the 2001-1C Pass Through Certificates, on Form T-1
	25.3	Statement of Eligibility of Wilmington Trust Company for the 2001-1D Pass Through Certificates, on Form T-1
	99.1	Form of Letter of Transmittal
	99.2	Form of Notice of Guaranteed Delivery
	99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.4	Form of Letter to Clients

*  To be Filed by Amendment.

Item 22.      Undertakings

      The undersigned registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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      (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

      (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on the 13th day of September, 2001.

America West Airlines, Inc.

By:  /s/ W. DOUGLAS PARKER

W. DOUGLAS PARKER

President

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. Douglas Parker and Stephen L. Johnson and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ W. DOUGLAS PARKER W. Douglas Parker	Chairman of the Board of Directors, Director, President and Chief Executive Officer (Principal Executive Officer)		September 13, 2001
/s/ MICHAEL R. CARREON Michael R. Carreon	Vice President and Controller (Principal Accounting Officer)		September 13, 2001
/s/ JOHN L. GOOLSBY John L. Goolsby	Director		September 13, 2001
/s/ WALTER T. KLENZ Walter T. Klenz	Director		September 13, 2001
/s/ MARIE L. KNOWLES Marie L. Knowles	Director		September 13, 2001

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Signature	Title	Date
/s/ RICHARD C. KRAEMER Richard C. Kraemer	Director		September 13, 2001
/s/ ROBERT J. MILLER Robert J. Miller	Director		September 13, 2001
/s/ DENISE M. O’LEARY Denise M. O’Leary	Director		September 13, 2001
/s/ RICHARD P. SCHIFTER Richard P. Schifter	Director		September 13, 2001
/s/ JEFFREY A. SHAW Jeffrey A. Shaw	Director		September 13, 2001
/s/ JOHN F. TIERNEY John F. Tierney	Director		September 13, 2001
/s/ J. STEVEN WHISLER J. Steven Whisler	Director		September 13, 2001

II-8

EXHIBIT INDEX

Exhibit		Description
	4.1	Form of 7.10% America West Airlines Pass Through Certificate Series 2001-1G (included in Exhibit 4.4)
	4.2	Form of 8.37% America West Airlines Pass Through Certificate Series 2001-1C (included in Exhibit 4.6)
	4.3	Form of Six-Month LIBOR plus 3.20% America West Airlines Pass Through Certificate Series 2001-1D (included in Exhibit 4.8)
	4.4	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1G-O and the issuance of 7.10% Initial Pass Through Certificates, Series 2001-1G-O and 7.10% Exchange Pass Through Certificates, Series 2001-1G-O
	4.5	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1G-S and the issuance of 7.10% Initial Pass Through Certificates, Series 2001-1G-S and 7.10% Exchange Pass Through Certificates, Series 2001-1G-S
	4.6	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1C-O and the issuance of 8.37% Initial Pass Through Certificates, Series 2001-1C-O and 8.37% Exchange Pass Through Certificates, Series 2001-1C-O
	4.7	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1C-S and the issuance of 8.37% Initial Pass Through Certificates, Series 2001-1C-S and 8.37% Exchange Pass Through Certificates, Series 2001-1C-S
	4.8	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1D-O and the issuance of Initial Pass Through Certificates, Series 2001-1D-O and Exchange Pass Through Certificates, Series 2001-1D-O
	4.9	Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc., and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1D-S and the issuance of Six-Month LIBOR plus 3.20% Initial Pass Through Certificates, Series 2001-1D-S and Six-Month LIBOR plus 3.20% Exchange Pass Through Certificates, Series  2001-1D-S
	4.10	Revolving Credit Agreement, dated May 17, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines Pass Through Trust 2001-1G, as Borrower; and Westdeutsche Landesbank Girozentrale, acting through its New York Branch, as Liquidity Provider
	4.11	Revolving Credit Agreement, dated May 17, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines Pass Through Trust 2001-1C, as Borrower; and Westdeutsche Landesbank Girozentrale, acting through its New York Branch, as Liquidity Provider
	4.12	Intercreditor Agreement (2001-1), dated as of May 17, 2001, among Wilmington Trust Company, as Trustee under the America West Airlines Pass Through Trust 2001-1G, America West Airlines Pass Through Trust 2001-1C and America West Airlines Pass Through Trust 2001-1D, Westdeutsche Landesbank Girozentrale, acting through its New York Branch, as Class  G Liquidity Provider and Class C Liquidity Provider, Ambac Assurance Corporation as Policy Provider and Wilmington Trust Company, as Subordination Agent and Trustee

Exhibit			Description
	4.13		Exchange and Registration Rights Agreement, dated as of May  17, 2001, among America West Airlines, Inc., Wilmington Trust Company, as Trustee under America West Airlines Pass Through
			Trust, Series 2001-1G, America West Airlines Pass Through Trust, Series 2001-1C and America West Airlines Pass Through Trust, Series 2001-1D and Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc
	4.14		Deposit Agreement (Class G), dated as of May 17, 2001, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary
	4.15		Deposit Agreement (Class C), dated as of May 17, 2001, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary
	4.16		Deposit Agreement (Class D), dated as of May 17, 2001, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary
	4.17		Escrow and Paying Agent Agreement (Class G), dated as of May 17, 2001, among Wilmington Trust Company, as Escrow Agent, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1G-O, as Pass Through Trustee; and Wilmington Trust Company as Paying Agent
	4.18		Escrow and Paying Agent Agreement (Class C), dated as of May 17, 2001, among Wilmington Trust Company, as Escrow Agent, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1C-O, as Pass Through Trustee; and Wilmington Trust Company as Paying Agent
	4.19		Escrow and Paying Agent Agreement (Class D), dated as of May 17, 2001, among Wilmington Trust Company, as Escrow Agent, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1D-O, as Pass Through Trustee; and Wilmington Trust Company as Paying Agent
	4.20	*	Insurance and Indemnity Agreement (Series G), dated as of May 17, 2001, among America West Airlines, Inc., Ambac Assurance Corporation as Policy Provider and Wilmington Trust company as Subordination Agent
	4.21		Note Purchase Agreement, dated as of May 17, 2001, among America West Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Escrow Agent and Wilmington Trust Company, as Paying Agent
	5.1		Opinion of Vedder, Price, Kaufman & Kammholz as to the legality of the New Certificates being registered hereby.
	5.2		Opinion of Morris, James, Hitchens & Williams LLP as to the binding effect of the New Certificates being registered hereby
	5.3		Opinion of Linda M. Mitchell, Vice President and General Counsel of the Registrant
	12.1		Computation of ratio of earnings to fixed charges
	13.1		Annual Report on Form 10-K for the fiscal year ended December 31, 2000
	13.2		Quarterly Report on Form 10-Q for the quarter ended June  30, 2001
	23.1		Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit 5.1)
	23.2		Consent of KPMG LLP

Exhibit		Description
	23.3	Consent of Aircraft Information Services, Inc.
	23.4	Consent of AvSolutions
	23.5	Consent of Morten Beyer & Agnew
	24.1	Power of Attorney (see signature page in Part II of registration statement)
	25.1	Statement of Eligibility of Wilmington Trust Company for the 2001-1G Pass Through Certificates, on Form T-1
	25.2	Statement of Eligibility of Wilmington Trust Company for the 2001-1C Pass Through Certificates, on Form T-1
	25.3	Statement of Eligibility of Wilmington Trust Company for the 2001-1D Pass Through Certificates, on Form T-1
	99.1	Form of Letter of Transmittal
	99.2	Form of Notice of Guaranteed Delivery
	99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.4	Form of Letter to Clients

*  To be Filed by Amendment EX-4.4 3 p65531ex4-4.txt EX-4.4 1 EXHIBIT 4.4 EXECUTION COPY - -------------------------------------------------------------------------------- PASS THROUGH TRUST AGREEMENT Dated as of May 17, 2001 between AMERICA WEST AIRLINES, INC. and WILMINGTON TRUST COMPANY, as Trustee America West Airlines Pass Through Trust, Series 2001-1G-O 7.10% Initial Pass Through Certificates, Series 2001-1G-O 7.10% Exchange Pass Through Certificates, Series 2001-1G-O - -------------------------------------------------------------------------------- 2 Reconciliation and tie between America West Airlines Pass Through Trust Agreement, Series 2001-1G-O dated as of May 17, 2001, and the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through Trust Agreement.

Trust Indenture Act Pass Through Trust of 1939 Section Agreement Section ------------------- ------------------ 310(a)(1) 7.08 (a)(2) 7.08 312(a) 3.05; 8.01; 8.02 313(a) 7.06; 8.03 314(a) 8.04(a),(c) & (d) (a)(4) 8.04(e) (c)(1) 1.02 (c)(2) 1.02 (d)(1) 7.13; 11.01 (d)(2) 7.13; 11.01 (d)(3) 2.01 (e) 1.02 315(b) 7.02 316(a)(last sentence) 1.04(c) (a)(1)(A) 6.04 (a)(1)(B) 6.05 (b) 6.06 (c) 1.04(e) 317(a)(1) 6.03 (b) 7.13 318(a) 12.06

3 TABLE OF CONTENTS

SECTION PAGE ARTICLE I DEFINITIONS ............................................................................ 2 Section 1.01. Definitions ................................................................... 2 Section 1.02. Compliance Certificates and Opinions .......................................... 13 Section 1.03. Form of Documents Delivered to Trustee ........................................ 14 Section 1.04. Directions of Certificateholders .............................................. 14 ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES ..................... 16 Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes ...................... 16 Section 2.02. Withdrawal of Deposits ........................................................ 17 Section 2.03. Acceptance by Trustee ......................................................... 17 Section 2.04. Limitation of Powers .......................................................... 17 ARTICLE III THE CERTIFICATES ..................................................................... 18 Section 3.01. Title, Form, Denomination and Execution of Certificates ....................... 18 Section 3.02. Restrictive Legends ........................................................... 20 Section 3.03. Authentication of Certificates ................................................ 21 Section 3.04. Transfer and Exchange ......................................................... 22 Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates ........................................................... 23 Section 3.06. Special Transfer Provisions ................................................... 24 Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates ............................. 27 Section 3.08. Persons Deemed Owners ......................................................... 27 Section 3.09. Cancellation .................................................................. 27 Section 3.10. Temporary Certificates ........................................................ 28 Section 3.11. Limitation of Liability for Payments .......................................... 28 ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS ....................................... 29 Section 4.01. Certificate Account and Special Payments Account .............................. 29 Section 4.02. Distributions from Certificate Account and Special Payments Account ........... 29 Section 4.03. Statements to Certificateholders .............................................. 31 Section 4.04. Investment of Special Payment Moneys .......................................... 32 ARTICLE V THE COMPANY ............................................................................ 32 Section 5.01. Maintenance of Corporate Existence ............................................ 32 Section 5.02. Consolidation, Merger, etc. ................................................... 32 ARTICLE VI DEFAULT ............................................................................... 33 Section 6.01. Events of Default ............................................................. 33 Section 6.02. Incidents of Sale of Equipment Notes .......................................... 35 Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit ............ 36 Section 6.04. Control by Certificateholders ................................................. 36

4

SECTION PAGE Section 6.05. Waiver of Past Defaults ....................................................... 36 Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired ............ 37 Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions ......... 37 Section 6.08. Remedies Cumulative ........................................................... 38 ARTICLE VII THE TRUSTEE .......................................................................... 38 Section 7.01. Certain Duties and Responsibilities ........................................... 38 Section 7.02. Notice of Defaults ............................................................ 39 Section 7.03. Certain Rights of Trustee ..................................................... 39 Section 7.04. Not Responsible for Recitals or Issuance of Certificates ...................... 40 Section 7.05. May Hold Certificates ......................................................... 40 Section 7.06. Money Held in Trust ........................................................... 40 Section 7.07. Compensation and Reimbursement ................................................ 40 Section 7.08. Corporate Trustee Required; Eligibility ....................................... 42 Section 7.09. Resignation and Removal; Appointment of Successor ............................. 42 Section 7.10. Acceptance of Appointment by Successor ........................................ 43 Section 7.11. Merger, Conversion, Consolidation or Succession to Business ................... 44 Section 7.12. Maintenance of Agencies ....................................................... 44 Section 7.13 Money for Certificate Payments to Be Held in Trust ............................ 45 Section 7.14. Registration of Equipment Notes in Name of Subordination Agent ................ 45 Section 7.15. Representations and Warranties of Trustee ..................................... 46 Section 7.16. Withholding Taxes, Information Reporting ...................................... 46 Section 7.17. Trustee's Liens ............................................................... 47 Section 7.18. Preferential Collection of Claims ............................................. 47 ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE .................................... 47 Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders . 47 Section 8.02. Preservation of Information; Communications to Certificateholders ............. 47 Section 8.03. Reports by Trustee ............................................................ 48 Section 8.04. Reports by the Company ........................................................ 48 ARTICLE IX SUPPLEMENTAL AGREEMENTS ............................................................... 49 Section 9.01. Supplemental Agreements Without Consent of Certificateholders ................. 49 Section 9.02. Supplemental Agreements with Consent of Certificateholders .................... 50 Section 9.03. Documents Affecting Immunity or Indemnity ..................................... 51 Section 9.04. Execution of Supplemental Agreements .......................................... 51 Section 9.05. Effect of Supplemental Agreements ............................................. 51 Section 9.06. Conformity with Trust Indenture Act ........................................... 52 Section 9.07. Reference in Certificates to Supplemental Agreements .......................... 52 ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS ....................................... 52 Section 10.01. Amendments and Supplements to Indentures and Financing Documents .................................................................... 52

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SECTION PAGE ARTICLE XI TERMINATION OF TRUST .................................................................. 53 Section 11.01. Termination of the Trust ..................................................... 53 ARTICLE XII MISCELLANEOUS PROVISIONS ............................................................. 55 Section 12.01. Limitation on Rights of Certificateholders ................................... 55 Section 12.02. Certificates Nonassessable and Fully Paid .................................... 55 Section 12.03. Notices ...................................................................... 55 Section 12.04. Governing Law ................................................................ 56 Section 12.05. Severability of Provisions ................................................... 57 Section 12.06. Trust Indenture Act Controls ................................................. 57 Section 12.07. Effect of Headings and Table of Contents ..................................... 57 Section 12.08. Successors and Assigns ....................................................... 57 Section 12.09. Benefits of Agreement ........................................................ 57 Section 12.10. Legal Holidays ............................................................... 57 Section 12.11. Counterparts ................................................................. 57 Section 12.12. Intention of Parties ......................................................... 57

Exhibit A - Form of Certificate Exhibit B - Form of Certificate to Request Removal of Restricted Legend Exhibit C - Form of Certificate to be Delivered by an Institutional Accredited Investor Exhibit D - Form of Assignment and Assumption Agreement Exhibit E - Form of Notice to Withholding Agent iii 6 PASS THROUGH TRUST AGREEMENT This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the "Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1G-O and the issuance of 7.10% America West Airlines Pass Through Trust, Series 2001-1G-O Pass Through Certificates representing fractional undivided interests in the Trust. WITNESSETH: WHEREAS, the Company has obtained commitments from AVSA for the delivery of certain Aircraft; WHEREAS, the Company intends to finance (or refinance) the acquisition of the Aircraft either (i) through separate leveraged lease transactions in which the Company will lease such aircraft (collectively, the "Leased Aircraft") or (ii) through separate secured loan transactions in which the Company will own such Aircraft (collectively, the "Owned Aircraft"); WHEREAS, in the case of each Leased Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner Participant, will issue pursuant to an Indenture, on a non-recourse basis, three series of Equipment Notes in order to finance a portion of its purchase price of such Leased Aircraft; WHEREAS, in the case of each Owned Aircraft, the Company will issue pursuant to an Indenture, on a recourse basis, three series of Equipment Notes to finance a portion of the purchase price of such Owned Aircraft; WHEREAS, the Trustee, upon execution and delivery of this Agreement, hereby declares the creation of the Trust for the benefit of the Certificateholders, and the initial Certificateholders, as the grantors of the Trust, by their respective acceptances of the Certificates, join in the creation of this Trust with the Trustee; WHEREAS, all Certificates to be issued by the Trust will evidence fractional undivided interests in the Trust and will convey no rights, benefits or interests in respect of any property other than the Trust Property except for those Certificates to which an Escrow Receipt has been affixed; WHEREAS, the Escrow Agent and the Initial Purchasers have contemporaneously herewith entered into an Escrow Agreement with the Escrow Paying Agent pursuant to which the Initial Purchasers have delivered to the Escrow Agent the proceeds from the sale of the Certificates and have irrevocably instructed the Escrow Agent to withdraw and pay funds from such proceeds upon request and proper certification by the Trustee to purchase Equipment Notes; WHEREAS, the Escrow Agent on behalf of the Certificateholders has contemporaneously herewith entered into a Deposit Agreement with the Depositary under which 7 -2- the Deposits referred to therein will be made and from which it will withdraw funds to allow the Trustee to purchase Equipment Notes from time to time prior to the Delivery Period Termination Date; WHEREAS, pursuant to the terms and conditions of this Agreement and the Note Purchase Agreement, upon or following delivery of an Aircraft, the Trustee on behalf of the Trust, using funds withdrawn under the Escrow Agreement, may purchase an Equipment Note having the same interest rate as, and final legal distribution date not later than the final Regular Distribution Date of, the Certificates issued hereunder and shall hold such Equipment Note in trust for the benefit of the Certificateholders; WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase of Equipment Notes by, the Trustee on behalf of the Trust, the Company has duly authorized the execution and delivery of this Agreement as the "issuer", as such term is defined in and solely for purposes of the Securities Act, of the Certificates to be issued pursuant hereto and as the "obligor", as such term is defined in and solely for purposes of the Trust Indenture Act of 1939, as amended, with respect to all such Certificates and is undertaking to perform certain administrative and ministerial duties hereunder and is also undertaking to pay the ongoing fees and expenses of the Trustee; WHEREAS, all of the conditions and requirements necessary to make this Agreement, when duly executed and delivered, a valid, binding and legal instrument, enforceable in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Agreement in the form and with the terms hereof have been in all respects duly authorized; and WHEREAS, upon issuance of the Exchange Certificates, if any, or the effectiveness of the Shelf Registration Statement, this Agreement, as amended or supplemented from time to time, will be subject to the provisions of the Trust Indenture Act of 1939, and shall, to the extent applicable, be governed by such provisions; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms used in this Agreement, including in the recitals to this Agreement, that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 8 -3- (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or by the rules promulgated under the Trust Indenture Act, have the meanings assigned to them therein; (3) all references in this Agreement to designated "Articles", "Sections", "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Agreement; (4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Sub-section or other subdivision; and (5) unless the context otherwise requires, whenever the words "including", "include" or "includes" are used herein, it shall be deemed to be followed by the phrase "without limitation". Affiliate: Means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" means the power, directly or indirectly, to direct the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agent Members: Has the meaning specified in Section 3.05. Agreement: Has the meaning specified in the initial paragraph hereto. Aircraft: Has the meaning specified in the Note Purchase Agreement. Aircraft Purchase Agreement: Has the meaning specified in the Note Purchase Agreement. Applicable Delivery Date: Has the meaning specified in Section 2.01(b). Applicable Participation Agreement: Has the meaning specified in Section 2.01(b). Assignment and Assumption Agreement: Means the assignment and assumption agreement substantially in the form of Exhibit D hereto to be executed and delivered in accordance with Section 11.01. Authorized Agent: Means any Paying Agent or Registrar for the Certificates. Avoidable Tax: Means a state or local tax (i) upon (w) the Trust, (x) the Trust Property, (y) Certificate-holders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United 9 -4- States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries. Business Day: Means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long as any Certificate is outstanding, the city and state in which the Trustee or any Loan Trustee maintains its Corporate Trust Office or receives and disburses funds. Certificate: Means any one of the Initial Certificates or Exchange Certificates and any such Certificates issued in exchange therefor or replacement thereof pursuant to this Agreement. Certificate Account: Means the account or accounts created and maintained pursuant to Section 4.01(a). Certificate Purchase Agreement: Means the Purchase Agreement dated May 10, 2001 among the Initial Purchasers and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Certificateholder or Holder: Means the Person in whose name a Certificate is registered in the Register. Class D Certificateholder: Means, at any time, any holder of one or more pass through certificates issued by the America West Airlines Pass Through Trust, Series 2001-1D. Clearstream: Means Clearstream Banking, societe anonyme, organized under Luxembourg law (formerly known as Cedelbank) or any successor thereto. Company: Means America West Airlines, Inc., a Delaware corporation, or its successor in interest pursuant to Section 5.02, or (only in the context of provisions hereof, if any, where such reference is required for purposes of compliance with the Trust Indenture Act) any other "obligor" (within the meaning of the Trust Indenture Act) with respect to the Certificates. Controlling Party: Has the meaning specified in the Intercreditor Agreement. Corporate Trust Office: With respect to the Trustee or any Loan Trustee, means the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. Cut-off Date: Means the earlier of (a) the Delivery Period Termination Date and (b) the date on which a Triggering Event occurs. Definitive Certificates: Has the meaning specified in Section 3.01(e). 10 -5- Delivery Date: Has the meaning specified in the Note Purchase Agreement. Delivery Notice: Has the meaning specified in the Note Purchase Agreement. Delivery Period Termination Date: Means the earlier of (a) August 30, 2002, or, if the Equipment Notes relating to all of the Aircraft (or Substitute Aircraft in lieu thereof) have not been purchased by the Trustee and the Other Trustees on or prior to such date due to any reason beyond the control of the Company and not occasioned by the Company's fault or negligence, November 30, 2002 and (b) the date on which Equipment Notes issued with respect to all of the Aircraft (or Substitute Aircraft in lieu thereof) have been purchased by the Trustee and the Other Trustees in accordance with the Note Purchase Agreement. Deposits: Has the meaning specified in the Deposit Agreement. Deposit Agreement: Means the Deposit Agreement dated as of May 17, 2001 relating to the Certificates between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Depositary: Means Citibank, N.A. Direction: Has the meaning specified in Section 1.04(a). Distribution Date: Means any Regular Distribution Date or Special Distribution Date as the context requires. DTC: Means The Depository Trust Company, its nominees and their respective successors. EBO Date: Means the date set forth on Schedule 1 to the Lease as the "EBO Date". Equipment Notes: Means the equipment notes issued under the Indentures. Escrow Agent: Means, initially, Wilmington Trust Company. Escrow Agreement: Means the Escrow and Paying Agent Agreement dated as of May 17, 2001 relating to the Certificates, among the Escrow Agent, the Escrow Paying Agent, the Trustee and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Escrow Paying Agent: Means the Person acting as paying agent under the Escrow Agreement. Escrow Receipt: Means the receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder. 11 -6- Euroclear: Means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. Event of Default: Means an Indenture Default under any Indenture pursuant to which Equipment Notes held by the Trust were issued. Exchange Certificates: Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder. Exchange Offer: Means the exchange offer which may be made pursuant to the Registration Rights Agreement to exchange Initial Certificates for Exchange Certificates. Exchange Offer Registration Statement: Means the registration statement that, pursuant to the Registration Rights Agreement, is filed by the Company with the SEC with respect to the exchange of Initial Certificates for Exchange Certificates. Final Legal Distribution Date: Means October 2, 2022. Final Withdrawal: Has the meaning specified in the Escrow Agreement. Final Withdrawal Date: Has the meaning specified in the Escrow Agreement. Final Withdrawal Notice: Has the meaning specified in Section 2.02. Financing Documents: With respect to any Equipment Note, means (i) the Indenture and the Participation Agreement relating to such Equipment Note, and (ii) in the case of any Equipment Note related to a Leased Aircraft, the Lease relating to such Leased Aircraft. Fractional Undivided Interest: Means the fractional undivided interest in the Trust that is evidenced by a Certificate. Global Certificates: Has the meaning specified in Section 3.01(d). Global Exchange Certificate: Has the meaning specified in Section 3.01(f). Indenture: Means each of the separate trust indentures and mortgages relating to the Aircraft, each as specified or described in a Delivery Notice delivered pursuant to the Note Purchase Agreement or the related Participation Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Indenture Default: With respect to any Indenture, means any Event of Default (as such term is defined in such Indenture). Initial Certificates: Means the certificates issued and authenticated hereunder substantially in the form of Exhibit A hereto other than the Exchange Certificates. 12 -7- Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc. Institutional Accredited Investor: Means an institutional investor that is an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Intercreditor Agreement: Means the Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Liquidity Provider, the liquidity provider relating to the Certificates issued under (and as defined in) the Other Pass Through Trust Agreements, the Policy Provider, and Wilmington Trust Company, as Subordination Agent and as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Investors: Means the Initial Purchasers together with all subsequent beneficial owners of the Certificates. Issuance Date: Means the date of the issuance of the Initial Certificates. Lease: Means, with respect to each Leased Aircraft, the lease between an Owner Trustee, as the lessor, and the Company, as the lessee, referred to in the related Indenture, as such lease may be amended, supplemented or otherwise modified in accordance with its terms. Leased Aircraft: Has the meaning specified in the second recital to this Agreement. Liquidity Facility: Means, initially, the Revolving Credit Agreement dated as of May 17, 2001 relating to the Certificates, between the Liquidity Provider and the Subordination Agent, as agent and trustee for the Trustee, and, from and after the replacement of such Agreement pursuant to the Intercreditor Agreement, the replacement liquidity facility therefor, in each case as amended, supplemented or otherwise modified from time to time in accordance with their respective terms. Liquidity Provider: Means, initially, Westdeutsche Landesbank Girozentrale and any replacement or successor therefor appointed in accordance with the Intercreditor Agreement. Loan Trustee: With respect to any Equipment Note or the Indenture applicable thereto, means the bank or trust company designated as trustee under such Indenture, together with any successor to such trustee appointed pursuant thereto. Material Adverse Tax Event: Has the meaning specified in Section 17.3(a)(4) of the Lease. Non-U.S. Person: Means a Person that is not a "U.S. person", as defined in Regulation S. 13 -8- Note Purchase Agreement: Means the Note Purchase Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, providing for, among other things, the purchase of Equipment Notes by the Trustee on behalf of the Trust, as the same may be amended, supplemented or otherwise modified from time to time, in accordance with its terms. Notice of Purchase Withdrawal: Has the meaning specified in the Deposit Agreement. Offering Circular: Means the Offering Memorandum dated May 10, 2001 relating to the offering of the Certificates and the certificates issued under the Other Pass Through Trust Agreements. Officer's Certificate: Means a certificate signed, (a) in the case of the Company, by any Vice President or more senior officer of the Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a Responsible Officer of such Owner Trustee or such Loan Trustee, as the case may be. Opinion of Counsel: Means a written opinion of legal counsel who (a) in the case of counsel for the Company may be (i) the General Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman & Kammholz LLP, or (iv) such other counsel designated by the Company and reasonably acceptable to the Trustee and (b) in the case of counsel for any Owner Trustee or any Loan Trustee may be such counsel as may be designated by any of them whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to the Trustee. Other Pass Through Trust Agreements: Means the other America West Airlines 2001-1 Pass Through Trust Agreements relating to the America West Airlines Pass Through Trust, Series 2001-1C-O and the America West Airlines Pass Through Trust, Series 2001-1D-O, dated the date hereof. Other Trustees: Means the trustees under the Other Pass Through Trust Agreements, and any successor or other trustee appointed as provided therein. Other Trusts: Means the America West Airlines Pass Through Trust, Series 2001-1C-O and the America West Airlines Pass Through Trust, Series 2001-1D-O, created on the date hereof. Outstanding: When used with respect to Certificates, means, as of the date of determination, all Certificates theretofore authenticated and delivered under this Agreement, except: (i) Certificates theretofore canceled by the Registrar or delivered to the Trustee or the Registrar for cancellation; (ii) Certificates for which money in the full amount required to make the final distribution with respect to such Certificates pursuant to Section 11.01 14 -9- hereof has been theretofore deposited with the Trustee in trust for the Holders of such Certificates as provided in Section 4.01 pending distribution of such money to such Certificateholders pursuant to payment of such final distribution; and (iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Agreement. Owned Aircraft: Has the meaning specified in the second recital to this Agreement. Owner Participant: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Participant" as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner Participant; and Owner Participants at any time of determination means all of the Owner Participants thus referred to in the Indentures. Owner Trustee: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Trustee", as referred to in the Indenture pursuant to which such Equipment Note is issued, not in its individual capacity but solely as trustee; and Owner Trustees means all of the Owner Trustees party to any of the Indentures. Participation Agreement: Means each Participation Agreement to be entered into by the Trustee pursuant to the Note Purchase Agreement, as the same may be amended, supplemented or otherwise modified in accordance with its terms. Paying Agent: Means the paying agent maintained and appointed for the Certificates pursuant to Section 7.12. Permitted Investments: Means obligations of the United States of America or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such lesser time as is required for the distribution of any Special Payments on a Special Distribution Date. Person: Means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization, or government or any agency or political subdivision thereof. Policy: Has the meaning specified in the Intercreditor Agreement. Policy Provider: Has the meaning specified in the Intercreditor Agreement. Policy Provider Agreement: Has the meaning specified in the Intercreditor Agreement. Policy Provider Default: Has the meaning specified in the Intercreditor Agreement. 15 -10- Pool Balance: Means, as of any date, (i) the original aggregate face amount of the Certificates less (ii) the aggregate amount of all payments made in respect of such Certificates other than payments made in respect of interest or premium thereon or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property held in such Trust and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. Pool Factor: Means, as of any date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance as at such date by (ii) the original aggregate face amount of the Certificates. The Pool Factor as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. PTC Event of Default: Means any failure to pay within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance on the Final Legal Distribution Date or (ii) interest due on the Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or Drawings (as defined in the Intercreditor Agreement), or a withdrawal or withdrawals pursuant to Section 3.6(f) of the Intercreditor Agreement, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee). QIB: Means a qualified institutional buyer as defined in Rule 144A. Record Date: Means (i) for Scheduled Payments to be distributed on any Regular Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Regular Distribution Date, and (ii) for Special Payments to be distributed on any Special Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Special Distribution Date. Register and Registrar: Mean the register maintained and the registrar appointed pursuant to Sections 3.04 and 7.12. Registration Event: Means the declaration of the effectiveness by the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement. Registration Rights Agreement: Means the Exchange and Registration Rights Agreement dated as of May 17, 2001, among the Initial Purchasers, the Trustee, the Other Trustees and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Regular Distribution Date: With respect to distributions of Scheduled Payments in respect of the Certificates, means each date designated as a Regular Distribution Date in the Certificates issued pursuant to this Agreement, until payment of all the Scheduled Payments to be made under the Equipment Notes held in the Trust have been made; 16 -11- provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Regulation S: Means Regulation S under the Securities Act or any successor regulation thereto. Regulation S Definitive Certificates: Has the meaning specified in Section 3.01(e). Regulation S Global Certificates: Has the meaning specified in Section 3.01(d). Related Pass Through Trust Agreement: Means the Pass Through Trust Agreement relating to the America West Airlines Pass Through Trust, Series 2001-1G-S, dated the date hereof, between the Company and the institution acting as trustee thereunder, which agreement becomes effective upon the execution and delivery of the Assignment and Assumption Agreement pursuant to Section 11.01. Related Trust: Means the America West Pass Through Trust, Series 2001-1G-S, formed under the Related Pass Through Trust Agreement. Related Trustee: Means the trustee under the Related Pass Through Trust Agreement. Responsible Officer: With respect to the Trustee, any Loan Trustee and any Owner Trustee, means any officer in the Corporate Trust Office of the Trustee, Loan Trustee or Owner Trustee or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. Restricted Definitive Certificates: Has the meaning specified in Section 3.01(e). Restricted Global Certificate: Has the meaning specified in Section 3.01(c). Restricted Legend: Has the meaning specified in Section 3.02. Restricted Period: Has the meaning specified in Section 3.01(d). Rule 144A: Means Rule 144A under the Securities Act and any successor rule thereto. Scheduled Payment: With respect to any Equipment Note, means (i) any payment of principal or interest on or in respect of such Equipment Note (other than any such payment which is not in fact received by the Subordination Agent within five days of the date on which such payment is scheduled to be made) due from the obligor thereon or (ii) any payment of interest on the Certificates with funds drawn under any Liquidity Facility or any payment of interest on or principal of the Certificates with funds drawn 17 -12- under the Policy, which payment in any such case represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided that any payment of principal, premium, if any, or interest resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment. SEC: Means the Securities and Exchange Commission, as from time to time constituted or created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. Securities Act: Means the United States Securities Act of 1933, as amended from time to time, or any successor thereto. Shelf Registration Statement: Means the shelf registration statement which may be required to be filed by the Company with the SEC pursuant to any Registration Rights Agreement, other than an Exchange Offer Registration Statement. Special Distribution Date: Means each date on which a Special Payment is to be distributed as specified in this Agreement; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Special Redemption Premium: Means the premium payable by the Company in respect of the Final Withdrawal pursuant to the Note Purchase Agreement. Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as defined in each Indenture) or Special Redemption Premium. Special Payments Account: Means the account or accounts created and maintained pursuant to Section 4.01(b). Subordination Agent: Has the meaning specified in the Intercreditor Agreement. Substitute Aircraft: Has the meaning specified in the Note Purchase Agreement. Tax: Means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. Taxing Authority: Means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. 18 -13- Transfer Date: Has the meaning specified in Section 11.01. Triggering Event: Has the meaning assigned to such term in the Intercreditor Agreement. Trust: Means the trust created by this Agreement, the estate of which consists of the Trust Property. Trust Indenture Act: Means the United States Trust Indenture Act of 1939, as amended from time to time, or any successor thereto. Trust Property: Means (i) the Equipment Notes held as the property of the Trust and, subject to the Intercreditor Agreement, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note and (iii) all rights of the Trust and the Trustee, on behalf of the Trust, under the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Policy and the Liquidity Facilities, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Trust pursuant to the Intercreditor Agreement, the Policy or the Liquidity Facilities, provided, that rights with respect to the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Equipment Notes to be held herein, will not constitute Trust Property. Trustee: Means Wilmington Trust Company, or its successor in interest, and any successor or other trustee appointed as provided herein. Trustee's Lien: Has the meaning specified in Section 7.17. Unindemnified Tax: Means (i) any Tax imposed on the net income, net worth or capital, or any franchise Tax or similar doing business Tax, of the Pass Through Trustee (other than any such Tax imposed as a result of the Company's assumption of the Equipment Notes pursuant to the purchase of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any withholding Tax imposed by the United States (including, without limitation, any withholding Tax imposed by the United States which is imposed or increased as a result of the Pass Through Trustee failing to deliver to the Company any certificate or document necessary to establish that payments under this Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax. Section 1.02. Compliance Certificates and Opinions. Upon any application or request (except with respect to matters set forth in Article II) by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Agreement, the Company, such Owner Trustee or such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such 19 -14- application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than a certificate provided pursuant to Section 8.04(e)) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Agreement relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or several documents. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement or, in respect of the Certificates, this Agreement, they may, but need not, be consolidated and form one instrument. Section 1.04. Directions of Certificateholders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement to be given or taken by Certificateholders (a "Direction") may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Company and any Loan Trustee, if made in the manner provided in this Section. 20 -15- (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates Outstanding have given any Direction under this Agreement, Certificates owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company or any Affiliate thereof. (d) For all purposes of this Agreement, all Initial Certificates and all Exchange Certificates shall vote and take all other actions of Certificateholders together as one series of Certificates. (e) The Company may at its option, by delivery of an Officer's Certificate to the Trustee, set a record date to determine the Certificateholders entitled to give any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Certificateholders of record at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates shall be computed as of such record date; provided that no such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record date. (f) Any Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate. 21 -16- (g) Except as otherwise provided in Section 1.04(c), Certificates owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates. ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph. (b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement. Section 2.02. Withdrawal of Deposits. If any Deposits remain outstanding on the Business Day next succeeding the Cut-Off Date, (i) (A) the Trustee shall give the Escrow Agent notice that the Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated and instruct the Escrow Agent to provide a notice of Final Withdrawal to the Depositary substantially in the form of Exhibit B to the Deposit Agreement (the "Final Withdrawal Notice") and (B) the Trustee will make a demand upon the Company under the Note Purchase Agreement for an amount equal to the Special Redemption Premium, if applicable, such payment to be made on the Final Withdrawal Date. Section 2.03. Acceptance by Trustee. The Trustee, upon the execution and delivery of this Agreement, acknowledges its acceptance of all right, title and interest in and to the Trust Property and declares that the Trustee holds and will hold such right, title and interest for the benefit of all then present and future Certificateholders, upon the trusts herein set forth. Subject to Section 7.14, the Trustee shall take all actions reasonably necessary to effect the registration of all such Equipment Notes in the name of the Subordination Agent. By its payment for and acceptance of each Certificate issued to it under this Agreement, each initial Certificateholder as grantor of the Trust thereby joins in the creation and declaration of the Trust. Section 2.04. Limitation of Powers. The Trust is constituted solely for the purpose of making the investment in the Equipment Notes, and, except as set forth herein, the Trustee shall not be authorized or empowered to acquire any other investments or engage in any other activities including without limitation purchasing any Equipment Note issued in connection with the redemption of outstanding Equipment Notes under any Indenture and, in particular, the Trustee shall not be authorized or empowered to do anything that would cause such Trust to fail to qualify as a "grantor trust" for federal income tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the respective Indentures) by bidding such Equipment Notes or otherwise, or taking any action with respect to any such Aircraft once acquired). 23 -18- ARTICLE III THE CERTIFICATES Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "7.10% Initial Pass Through Certificates, Series 2001-1G-O" and the Exchange Certificates shall be known as the "7.10% Exchange Pass Through Certificates, Series 2001-1G-O", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Certificates (provided that such letters, numbers or other marks of identification and such legends or endorsements are in a form acceptable to the Company). At the Escrow Agent's request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to each Certificate. In any event, any transfer or exchange of any Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any Certificate shall be permitted unless the Corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Certificate to which an Escrow Receipt is attached, each Holder of such a Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt set forth herein and in the Escrow Agreement. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $325,143,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be issued in the form of one or more Global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Restricted Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global Certificates 24 -19- substantially in the form of Exhibit A hereto (each a "Regulation S Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Regulation S Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Clearstream. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Certificates are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Certificate Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) shall be issued substantially in the form of Exhibit A hereto in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates") duly executed and authenticated by the Trustee as hereinafter provided. Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued in definitive, fully registered form without interest coupons (the "Regulation S Definitive Certificates"). The Restricted Definitive Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "Global Exchange Certificate"), except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clause (i) and (ii) of the first sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. 25 -20- (g) The Definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Section 3.02. Restrictive Legends. All Initial Certificates issued pursuant to this Agreement for resale pursuant to Rule 144A or offered and sold to any Institutional Accredited Investor which is not a QIB (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) shall be "Restricted Certificates" and shall bear a legend to the following effect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE 26 -21- TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN. Section 3.03. Authentication of Certificates. (a) On the Issuance Date, the Trustee shall duly execute, authenticate and deliver Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement, evidencing the entire ownership of the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. (b) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. (c) Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trust notwithstanding that such individual has 27 -22- ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office on the date of such Certificates. Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (the "Register") of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such Certificates and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering such Certificates and transfers and exchanges of such Certificates as herein provided. The Company, upon notice to the Trustee, may change the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Trust, evidencing the same interest therein, and entitled to the same benefits under this Trust Agreement, as the Certificates surrendered upon such registration of transfer or exchange. A Certificateholder may transfer a Certificate, or request that a Certificate be exchanged for Certificates in an aggregate Fractional Undivided Interest equal to the Fractional Undivided Interest of such Certificate surrendered for exchange of other authorized denominations, by surrender of such Certificate to the Trustee with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar; provided that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be provided to the Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent) and that ownership of a beneficial interest in the Certificate shall be required to be reflected in a book-entry. When Certificates are presented to the Registrar with a request to register the transfer thereof or to exchange them for other authorized denominations of a Certificate in a Fractional Undivided Interest equal to the aggregate Fractional Undivided Interest of Certificates surrendered for exchange, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Certificates at the Registrar's request. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. 28 -23- Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates. (a) Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record DTC as the registered holder of such Global Certificate. (b) Transfers of any Global Certificate shall be limited to transfers of such Restricted Global Certificate or Regulation S Global Certificate in whole, but not in part, to DTC. Beneficial interests in the Restricted Global Certificate and any Regulation S Global Certificate may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 3.06. Beneficial interests in a Restricted Global Certificate or a Regulation S Global Certificate shall be delivered to all beneficial owners thereof in the form of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee that it is unwilling or unable to continue as depositary for such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, and a successor depositary is not appointed by the Trustee within 90 days of such notice, and (ii) after the occurrence and during the continuance of an Event of Default, owners of beneficial interests in a Global Certificate with Fractional Undivided Interests aggregating not less than a majority in interest in the Trust advise the Trustee, the Company and DTC through Agent Members in writing that the continuation of a book-entry system through DTC or its successor is no longer in their best interests. (c) Any beneficial interest in one of the Global Certificates that is transferred to a Person who takes delivery in the form of an interest in another Global Certificate will, upon such transfer, cease to be an interest in such Global Certificate and become an interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Certificate for as long as it remains such an interest. (d) In connection with the transfer of an entire Restricted Global Certificate or an entire Regulation S Global Certificate to the beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, an equal aggregate principal amount of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, of authorized denominations. None of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Person in whose name the Definitive 29 -24- Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor clearing agency. (e) Any Definitive Certificate delivered in exchange for an interest in the Restricted Global Certificate pursuant to paragraph (b) of this Section 3.05 shall, except as otherwise provided by paragraph (e) of Section 3.06, bear the Restricted Legend. (f) Prior to the expiration of the Restricted Period, any Regulation S Definitive Certificate delivered in exchange for an interest in a Regulation S Global Certificate pursuant to paragraph (b) of this Section shall bear the Restricted Legend. (g) The registered holder of any Restricted Global Certificate or Regulation S Global Certificate may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Certificates. Section 3.06. Special Transfer Provisions. Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to such Initial Certificates: (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person: (i) The Registrar shall register the transfer of any Certificate, whether or not bearing the Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be 30 -25- transferred, and the Trustee shall execute, authenticate and deliver to the transferor or at its direction, one or more Restricted Definitive Certificates of like tenor and amount. (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the Restricted Period, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) Upon receipt by the Registrar of the documents required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificates or interests in such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the amount of such Regulation S Global Certificate so transferred. (c) Transfers of Interests in the Regulation S Global Certificate or Regulation S Definitive Certificates. After the expiration of the Restricted Period, the Registrar shall register any transfer of interests in any Regulation S Global Certificate or Regulation S Definitive Certificates without requiring any additional certification. Until the expiration of the Restricted Period, interests in the Regulation S Global Certificate may only be held through Agent Members acting for and on behalf of Euroclear and Clearstream. (d) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: 31 -26- (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit B hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit B from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate. (e) Restricted Legend. Upon the transfer, exchange or replacement of Certificates not bearing the Restricted Legend, the Registrar shall deliver Certificates that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Certificates bearing the Restricted Legend, the Registrar shall deliver only Certificates that bear the Restricted Legend unless either (i) the circumstances contemplated by paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f) General. By acceptance of any Certificate bearing the Restricted Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Registrar shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in this Agreement. In connection with any transfer of Certificates, each Certificateholder agrees by its acceptance of the Certificates to furnish the Registrar or the Trustee such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with the terms and provisions of this Article III; 32 -27- provided that the Registrar shall not be required to determine the sufficiency of any such certifications, legal opinions or other information. Until such time as no Certificates remain Outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Registrar or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or bond, as may be required by them to save each of them harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Fractional Undivided Interest and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Certificate under this Section 3.07, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.07 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. Section 3.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Trustee, the Registrar and any Paying Agent may treat the Person in whose name any Certificate is registered (as of the day of determination) as the owner of such Certificate for the purpose of receiving distributions pursuant to Article IV and for all other purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent shall be affected by any notice to the contrary. Section 3.09. Cancellation. All Certificates surrendered for payment or transfer or exchange shall, if surrendered to the Trustee or any agent of the Trustee other than the Registrar, be delivered to the Registrar for cancellation and shall promptly be canceled by it. No Certificates shall be authenticated in lieu of or in exchange for any Certificates canceled as provided in this Section, except as expressly permitted by this Agreement. All canceled 33 -28- Certificates held by the Registrar shall be destroyed and a certification of their destruction delivered to the Trustee. Section 3.10. Temporary Certificates. Until definitive Certificates are ready for delivery, the Trustee shall authenticate temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have insertions, substitutions, omissions and other variations determined to be appropriate by the officers executing the temporary Certificates, as evidenced by their execution of such temporary Certificates. If temporary Certificates are issued, the Trustee will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver in exchange therefor a like face amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates. Section 3.11. Limitation of Liability for Payments. All payments and distributions made to Certificateholders in respect of the Certificates shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of Article IV of this Agreement. Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property for any payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Policy Provider, the Owner Trustees or the Owner Participants, except as otherwise expressly provided herein or in the Intercreditor Agreement. The Company is a party to this Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation or liability hereunder (except as otherwise expressly provided herein). Section 3.12 ERISA Restrictive Legend. All Certificates issued pursuant to this Agreement shall bear a legend to the following effect (the "ERISA Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: "BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS." 34 -29- By acceptance of any Certificate bearing the ERISA Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Trustee shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in such legend. ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account and Special Payments Account. (a) The Trustee shall establish and maintain on behalf of the Certificateholders a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when a Scheduled Payment is made to the Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account. (b) The Trustee shall establish and maintain on behalf of the Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04. The Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement and upon the payment of the Special Redemption Premium to the Trustee under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account. (c) The Trustee shall cause the Subordination Agent to present to the related Loan Trustee of each Equipment Note such Equipment Note on the date of its stated final maturity or, in the case of any Equipment Note which is to be redeemed in whole pursuant to the related Indenture, on the applicable redemption date under such Indenture. Section 4.02. Distributions from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on such date, the Trustee shall distribute out of the Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. 35 -30- (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment Notes held in the related Trust or realized upon the sale of such Equipment Notes or receipt of the Special Redemption Premium, the Trustee shall distribute out of the Special Payments Account the entire amount of such Special Payment deposited therein pursuant to Section 4.01(b). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Special Payments Account on account of such Special Payment, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) The Trustee shall cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the event of redemption or purchase of Equipment Notes held in the Trust, such notice shall be mailed not less than 20 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase. In the event of the payment of a Special Redemption Premium by the Company to the Trustee under the Note Purchase Agreement, such notice shall be mailed, together with the notice by the Escrow Paying Agent under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the Special Distribution Date for such amount, which Special Distribution Date shall be the Final Withdrawal Date. In the case of distributions pursuant to Section 3.7(c) or Section 3.7(e) of the Intercreditor Agreement, the Trustee will mail notice to the Certificateholders stating the Special Distribution Date, the related Record Date, the amount of such distribution and the reason for such distribution. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment, stating the Special Distribution Date for such Special Payment which shall occur not less than 20 days after the date of such notice and as soon as practicable thereafter. Notices mailed by the Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.01), (ii) the amount of the Special Payment for each $1,000 face amount Certificate and the amount thereof constituting principal, premium, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of (i) premium, if any, payable upon the redemption or purchase of an Equipment Note or (ii) the Special Redemption Premium, if any, has not been calculated at the time that the 36 -31- Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any premium received will also be distributed. If any redemption of the Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register. Section 4.03. Statements to Certificateholders. (a) On each Distribution Date, the Trustee will include with each distribution to Certificateholders of a Scheduled Payment or Special Payment, as the case may be, a statement setting forth the information provided below (in the case of a Special Payment, including any Special Redemption Premium, reflecting in part the information provided by the Escrow Paying Agent under the Escrow Agreement). Such statement shall set forth (per $1,000 face amount Certificate as to (ii), (iii), (iv) and (v) below) the following information: (i) the aggregate amount of funds distributed on such Distribution Date hereunder and under the Escrow Agreement, indicating the amount allocable to each source including any portion thereof paid by the Liquidity Provider and/or the Policy Provider; (ii) the amount of such distribution hereunder allocable to principal and the amount allocable to premium (including the Special Redemption Premium), if any; (iii) the amount of such distribution hereunder allocable to interest; and (iv) the amount of such distribution under the Escrow Agreement allocable to interest; (v) the amount of such distribution under the Escrow Agreement allocable to Deposits; and (vi) the Pool Balance and the Pool Factor. With respect to the Certificates registered in the name of DTC, on the Record Date prior to each Distribution Date, the Trustee will request that DTC post on its internet bulletin board a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such Record Date. (b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Certificateholder of record during a portion of such calendar year, for such portion of such year, and such other items as are readily available to the Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its federal income tax returns. Such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the Agent Members and shall be delivered by the Trustee to such Agent Members to be available for 37 -32- forwarding by such Agent Members to the holders of interests in the Certificates in the manner described in Section 4.03(a). (c) Promptly following (i) the Delivery Period Termination Date, if there has been any change in the information set forth in clauses (x), (y) and (z) below from that set forth in page 56 of the Offering Circular, and (ii) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Equipment Notes held in the Trust, or any Final Withdrawal, the Trustee shall furnish to Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the Certificates registered in the name of DTC, on the Delivery Period Termination Date, the Trustee will request from DTC a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such date. The Trustee will mail to each such Agent Member the statement described above and will make available additional copies as requested by such Agent Member for forwarding to holders of interests in the Certificates. Section 4.04. Investment of Special Payment Moneys. Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment. ARTICLE V THE COMPANY Section 5.01. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, except as permitted by Section 5.02. Section 5.02. Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, 38 -33- (ii) a "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. Section 1110); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of this Agreement, the Other Pass Through Trust Agreements and each Financing Document to be performed or observed by the Company; and (c) the Company shall have delivered to the Trustee an Officer's Certificate of the Company reasonably satisfactory to the Trustee, stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing any successor corporation or Person which shall have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement and any Financing Document to which it is a party. ARTICLE VI DEFAULT Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the occurrence and during the continuation of any Indenture Default under any Indenture, with ten days' written notice to the Trustee and each Certificateholder, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the Intercreditor Agreement), direct the exercise of remedies as provided in the Intercreditor Agreement. (b) Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at any time within 180 days after the occurrence and during the continuation of a Triggering Event, (i) each Class C Certificateholder shall have the right to purchase all, but not less than all, of the Certificates upon ten days' written notice to the Trustee and each other 39 -34- Class C Certificateholder, provided that (A) if prior to the end of such ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to participate in such purchase, then such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but not less than all, of the Certificates pro rata based on the Fractional Undivided Interest in the Class C Trust held by each such Class C Certificateholder and (B) if prior to the end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall lose its right to purchase the Certificates pursuant to this Section 6.01(b); (ii) each Class D Certificateholder shall have the right (which shall not expire upon any purchase of the Certificates pursuant to clause (i) above) to purchase all, but not less than all, of the Certificates and the Class C Certificates upon ten days' written notice to the Trustee, the Class C Trustee and each other Class D Certificateholder, provided that (A) if prior to the end of such ten-day period any other Class D Certificateholder notifies such purchasing Class D Certificateholder that such other Class D Certificateholder wants to participate in such purchase, then such other Class D Certificateholder may join with the purchasing Class D Certificateholder to purchase all, but not less than all, of the Certificates and the Class C Certificates pro rata based on the Fractional Undivided Interest in the Class D Trust, taken as a whole, held by each such Class D Certificateholder and (B) if prior to the end of such ten-day period any other Class D Certificateholder fails to notify the purchasing Class D Certificateholder of such other Class D Certificateholder's desire to participate in such a purchase, then such other Class D Certificateholder shall lose its right to purchase the Certificates pursuant to this Section 6.01(b); and (iii) whether or not any Class C Certificateholders or Class D Certificateholders exercise their right to purchase pursuant to clause (i) or (ii) above, the Policy Provider, if it is then the Controlling Party and 180 days have elapsed since the occurrence of a Triggering Event that is continuing, shall have the right (except in the event of a Policy Provider Default) to purchase all, but not less than all, of the Certificates upon ten days' written notice to the Trustee and the Certificateholders. The purchase price with respect to the Certificates shall be equal to the Pool Balance of the Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing Document or on or in respect of the Certificates; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that 40 -35- no such purchase of Certificates shall be effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement and the Other Pass Through Trust Agreements, the Certificates, the Class C Certificates and the Class D Certificates which are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01(b). Each Certificateholder agrees by its acceptance of its Certificate that it will, subject to Section 3.04 hereof, upon payment from such Class C Certificateholder(s) or Class D Certificateholder(s), as the case may be, of the purchase price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Policy, the Financing Documents and all Certificates and Escrow Receipts held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Policy, the Financing Documents and all such Certificates and Escrow Receipts. The Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates (whether in the form of Definitive Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser(s) and receive the purchase price for such Certificates and (ii) if the purchaser(s) shall so request, such Certificateholder will comply with all the provisions of Section 3.04 hereof to enable new Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof. As used in this Section 6.01(b), the terms "Class C Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee", "Class D Certificate", "Class D Trust" and "Class D Trustee", shall have the respective meanings assigned to such terms in the Intercreditor Agreement. Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable: (1) Certificateholders and Trustee May Purchase Equipment Notes. Any Certificateholder, the Trustee in its individual or any other capacity or any other Person may bid for and purchase any of the Equipment Notes, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Equipment Notes in their own absolute right without further accountability. (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee making such sale shall be a sufficient discharge to any purchaser for his purchase money, 41 -36- and, after paying such purchase money and receiving such receipt, such purchaser or its personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (3) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Agreement or otherwise for the enforcement of this Agreement shall be applied as provided in Section 4.02. Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit. If there shall be a failure to make payment of the principal of, premium, if any, or interest on any Equipment Note, or if there shall be any failure to pay Rent (as defined in the relevant Lease) under any Lease when due and payable, then the Trustee, in its own name and as trustee of an express trust, as holder of such Equipment Notes, to the extent permitted by and in accordance with the terms of the Intercreditor Agreement and the Financing Documents (subject to the rights of the applicable Owner Trustee or Owner Participant to cure any such failure to pay principal of, premium, if any, or interest on any Equipment Note or to pay Rent under any Lease in accordance with the applicable Indenture), shall be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. Section 6.04 Control by Certificateholders. Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes, provided that: (1) such Direction shall not be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction. Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust (i) may on behalf of all of the Certificateholders waive any past Event of Default hereunder and its consequences or (ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct the applicable Loan Trustee to waive any 42 -37- past Indenture Default under any Indenture and its consequences, and thereby annul any Direction given by such Certificateholders or the Trustee to such Loan Trustee with respect thereto, except a default: (1) in the deposit of any Scheduled Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02 on the Certificates, or (2) in the payment of the principal of (premium, if any) or interest on the Equipment Notes, or (3) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of each Certificateholder holding an Outstanding Certificate affected thereby. Upon any such waiver, such default shall cease to exist with respect to the Certificates and any Event of Default arising therefrom shall be deemed to have been cured for every purpose and any direction given by the Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued under the relevant Indenture to waive the corresponding Indenture Default. Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding, including, without limitation, Section 6.07 hereof, but subject to the Intercreditor Agreement, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Regular Distribution Date or Special Distribution Date, shall not be impaired or affected without the consent of such Certificateholder. Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions. A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Agreement, for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, unless: (1) such Certificateholder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 7.03(e); (3) the Trustee shall have refused or neglected to institute such an action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and 43 -38- (4) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. It is understood and intended that no one or more of the Certificateholders shall have any right in any manner whatsoever hereunder or under the Certificates to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property or the lien of any Indenture on any property subject thereto, or the rights of the Certificateholders or the holders of the Equipment Notes, (ii) obtain or seek to obtain priority over or preference with respect to any other such Certificateholder or (iii) enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all the Certificateholders subject to the provisions of this Agreement. Section 6.08. Remedies Cumulative. Every remedy given hereunder to the Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. ARTICLE VII THE TRUSTEE Section 7.01. Certain Duties and Responsibilities. (a) Except during the continuation of an Event of Default, the Trustee undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; and (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 44 -39- Section 7.02. Notice of Defaults. As promptly as practicable after, and in any event within 90 days after, the occurrence of any default (as such term is defined below) hereunder, the Trustee shall transmit by mail to the Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the Certificateholders in accordance with Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default on the payment of the principal, premium, if any, or interest on any Equipment Note held in the Trust, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Certificateholders. For the purpose of this Section, the term "default" means any event that is, or after notice or lapse of time or both would become, an Event of Default. Section 7.03. Certain Rights of Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act: (a) the Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written description of the subject matter thereof accompanied by an Officer's Certificate and an Opinion of Counsel as provided in Section 1.02 of this Agreement; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Company, any Owner Trustee or any Loan Trustee; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the Direction of any of the Certificateholders pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; 45 -40- (g) the Trustee may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Agreement; (h) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (i) the Trustee shall not be required to expend or risk its own funds in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. Section 7.04. Not Responsible for Recitals or Issuance of Certificates. The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. Subject to Section 7.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement, any Equipment Notes, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any other Financing Document, except that the Trustee hereby represents and warrants that this Agreement has been, and the Intercreditor Agreement, the Registration Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each Certificate will be, executed, authenticated and delivered by one of its officers who is duly authorized to execute, authenticate and deliver such document on its behalf. Section 7.05. May Hold Certificates. The Trustee, any Paying Agent, Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if applicable, may otherwise deal with the Company, the Owner Trustees or the Loan Trustees with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent. Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein. Section 7.07. Compensation and Reimbursement. The Company agrees: (1) to pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as set forth in a written fee letter dated the date hereof between the Company and the Trustee, which letter is incorporated 46 -41- herein by reference (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its undertaking its normal administrative functions, or its negligence, willful misconduct or bad faith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee for, and to hold it harmless against, any loss, liability, expense or Tax (other than for or with respect to any Unindemnified Tax) incurred without negligence, willful misconduct or bad faith, on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for any such loss, liability or expense incurred by reason of the Trustee's breach of its covenants hereunder or under any Financing Document to which it is a party or its representations and warranties set forth in Section 7.15 or in any other Financing Document, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect hereto or any of the Financing Documents, which amendments, supplements, waivers or consents are not required pursuant to the terms of the Financing Documents and not requested by the Company, any loss of tax benefits, any Unindemnified Tax, or increase in tax liability under any tax law whether or not the Company is required to indemnify thereof or pursuant to this Agreement or any costs associated with overhead or normal administration hereunder or any voluntary resignation pursuant to Section 7.09. With respect to paragraph (3) above, the Trustee shall notify the Company promptly of any claim for which it may seek indemnity and the Company shall make payment on any such claim within 30 days of written demand thereof (delivered together with supporting documentation). The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel with the consent of the Company and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made, in settlement or otherwise, without its consent. With respect to any Tax other than an Unindemnified Tax, the Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, the Trust Property for any such Tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other than any Tax attributable to the Trustee's compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such Tax. If the Trustee reimburses itself from the Trust Property of such Trust for any such Tax, it will mail a brief report within 30 days setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. 47 -42- Section 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000). If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08 to act as Trustee, the Trustee shall resign immediately as Trustee in the manner and with the effect specified in Section 7.09. Section 7.09 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10. (b) The Trustee may resign at any time as trustee by giving prior written notice thereof to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee and to the Company, the Owner Trustees and the Loan Trustees. (d) If at any time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act, if applicable, after written request therefor by the Company or by any Certificateholder who has been a bona fide Certificateholder for at least six months; or (2) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Certificateholder; or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 48 -43- then, in any case, (i) the Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. (f) If the Trustee shall resign, be removed or become incapable of acting or if a vacancy shall occur in the office of the Trustee for any cause, the Company shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or other occurrence of such vacancy, a successor Trustee shall be appointed by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring Trustee, and the Company approves such appointment, which approval shall not be unreasonably withheld, then the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. If no successor Trustee shall have been so appointed as provided above and accepted appointment in the manner hereinafter provided, any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (g) The successor Trustee shall give notice of the resignation and removal of the Trustee and appointment of the successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as their names and addresses appear in the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. Section 7.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. 49 -44- No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII. Section 7.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been executed or authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such execution or authentication and deliver the Certificates so executed or authenticated with the same effect as if such successor Trustee had itself executed or authenticated such Certificates. Section 7.12. Maintenance of Agencies. (a) There shall at all times be maintained an office or agency in the location set forth in Section 12.03 where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Trustee in respect of such certificates or this Agreement may be served; provided, however, that, if it shall be necessary that the Trustee maintain an office or agency in another location (e.g., the Certificates shall be represented by Definitive Certificates and shall be listed on a national securities exchange), the Trustee will make all reasonable efforts to establish such an office or agency. Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address specified in the Financing Documents or such other address as may be notified to the Trustee) and the Certificateholders. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. (b) There shall at all times be a Registrar and a Paying Agent hereunder with respect to the Certificates. Each such Authorized Agent shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, or, if the Trustee shall be acting as the Registrar or Paying Agent hereunder, a corporation having a combined capital and surplus in excess of $5,000,000, the obligations of which are guaranteed by a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, and shall be authorized under such laws to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Trustee shall initially be the Paying Agent and, as provided in Section 3.04, Registrar hereunder with respect to the Certificates. Each Registrar shall furnish to the Trustee, at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the Register maintained by such Registrar. 50 -45- (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, the Owner Trustees and the Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee shall mail notice of such appointment to all Certificateholders as their names and addresses appear on the Register. (e) The Company agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses as set forth in the letter agreement referred to in Section 7.07 hereof. Section 7.13. Money for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying Agent for the purpose of any payment on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Certificateholders with respect to which such money was deposited. The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Section 7.14. Registration of Equipment Notes in Name of Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes. 51 -46- Section 7.15. Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a Delaware banking corporation organized and validly existing in good standing under the laws of the State of Delaware; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party and has taken all necessary action to authorize the execution, delivery, and performance by it of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (c) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party have been duly executed and delivered by the Trustee and constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law. Section 7.16. Withholding Taxes, Information Reporting. The Trustee, as trustee of the grantor trust created by this Agreement, shall exclude and withhold from each 52 -47- distribution of principal, premium, if any, and interest and other amounts due under this Agreement or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law. Section 7.17. Trustee's Liens. The Trustee in its individual capacity agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim ("Trustee's Liens") on or with respect to the Trust Property which is attributable to the Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder or in its individual capacity and which arises out of acts or omissions on the part of the Trustee which are not contemplated by this Agreement. Section 7.18. Preferential Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed as Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders. The Company will furnish to the Trustee within 15 days after each Record Date with respect to a Scheduled Payment, and at such other times as the Trustee may request in writing within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the Certificateholders, in each case as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the sole Registrar, no such list need be furnished; and provided further, however, that no such list need be furnished for so long as a copy of the Register is being furnished to the Trustee pursuant to Section 7.12. Section 8.02. Preservation of Information; Communications to Certificateholders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders contained in the most recent list furnished to the Trustee as provided in Section 7.12 or Section 8.01, as the case may be, and the names and addresses of Certificateholders received by the Trustee in its capacity as Registrar, if so acting. 53 -48- The Trustee may destroy any list furnished to it as provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a new list so furnished. Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first full year following the issuance of the Certificates, the Trustee shall transmit to the Certificateholders, as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if required by Section 313(a) of the Trust Indenture Act. Section 8.04. Reports by the Company. The Company shall: (a) file with the Trustee, within 30 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; (b) during any period, prior to the consummation of the Exchange Offer and during which the Shelf Registration Statement is not in effect, in which the Company is not subject to Section 13(a), 13(c) or 15(d) under the Securities Exchange Act of 1934, make available to any Holder of the Certificates in connection with any sale thereof and any prospective purchaser of the Certificates from such Holder, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act but only for so long as any of the Certificates remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, in any event, only until the second anniversary of the Issuance Date; (c) file with the Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 1.02; (d) transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (c) of this Section 8.04 as may be required by rules and regulations prescribed by the SEC; and 54 -49- (e) furnish to the Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer, any Vice President (or more senior ranking officer) or the principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Agreement (it being understood that for purposes of this paragraph (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Agreement). ARTICLE IX SUPPLEMENTAL AGREEMENTS Section 9.01. Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Policy Provider Agreement or any Liquidity Facility; or (2) to add to the covenants of the Company for the benefit of the Certificateholders, or to surrender any right or power conferred upon the Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility; or (3) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders; or (4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or 55 -50- (5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or (6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or (7) to provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or (8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. Section 9.02. Supplemental Agreements with Consent of Certificateholders. With the consent of the Certificateholders holding Certificates (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, which consent shall not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Policy and the Policy Provider Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Policy and the Policy Provider Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee (or, with respect to the Deposits, the Certificateholders) of payments on the Equipment Notes or other Trust Property held in the Trust or on the Deposits or distributions that are required to be made herein on any Certificate, or change any date of 56 -51- payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note included in the Trust Property except as permitted by this Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Notes in the Trust; or (3) reduce the specified percentage of the aggregate Fractional Undivided Interests of the Trust which is required for any such supplemental agreement, or reduce such specified percentage required for any waiver of compliance with certain provisions of this Agreement or certain defaults hereunder and their consequences provided for in this Agreement; or (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the Intercreditor Agreement in a manner adverse to the Certificateholders; or (5) modify any of the provisions of this Section 9.02 or Section 6.05, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby; or (6) adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. It shall not be necessary for any Direction of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Direction shall approve the substance thereof. Section 9.03. Documents Affecting Immunity or Indemnity. Except for the performance of its covenants herein, if in the opinion of the Trustee any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity or indemnity in favor of the Trustee under this Agreement, the Trustee may in its discretion decline to execute such document. Section 9.04. Execution of Supplemental Agreements. In executing, or accepting the additional trusts created by, any agreement permitted by this Article or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. Section 9.05. Effect of Supplemental Agreements. Upon the execution of any agreement supplemental to this Agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of a Certificate theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 57 -52- Section 9.06. Conformity with Trust Indenture Act. Every supplemental agreement executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.07. Reference in Certificates to Supplemental Agreements. Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand. ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS Section 10.01. Amendments and Supplements to Indentures and Financing Documents. In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture, any other Financing Document, any Equipment Note or any other related document, the Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder registered on the Register as of the date of such notice. The Trustee shall request from the Certificateholders a Direction as to (a) whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of such Equipment Note has the option to direct, (b) whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as a holder of such Equipment Note or a Controlling Party and (c) how to vote (or direct the Subordination Agent to vote) any Equipment Note if a vote has been called for with respect thereto. Provided such a request for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing), (i) other than as Controlling Party, the Trustee shall vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (A) the aggregate face amounts of all Certificates actually voted in favor of or for giving consent to such action by such Direction of Certificateholders to (B) the aggregate face amount of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall vote as directed in such Certificateholder Direction by the Certificateholders evidencing a Fractional Undivided Interest aggregating not less than a majority in interest in the Trust. For purposes of the immediately preceding sentence, a Certificate shall have been "actually voted" if the Holder of such Certificate has delivered to the Trustee an instrument evidencing such Holder's consent to such Direction prior to two Business Days before the Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination Agent to consent and notify the Loan Trustee of such consent) to any amendment, modification, waiver or supplement under the relevant Indenture, any other Financing Document, any Equipment Note or 58 -53- any other related document, if an Event of Default hereunder shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. ARTICLE XI TERMINATION OF TRUST Section 11.01. Termination of the Trust. The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall terminate upon the earlier of (A) the completion of the assignment, transfer and discharge described in the first sentence of the immediately following paragraph and (B) distribution to all Holders of Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Upon the earlier of (i) the first Business Day after August 30, 2002, or, if later, the fifth Business Day following the Delivery Period Termination Date and (ii) the fifth Business Day following the date on which a Triggering Event occurs (such date, the "Transfer Date"), or, if later the date on which all of the conditions set forth in the immediately following sentence have been satisfied, the Trustee is hereby directed (subject only to the immediately following sentence) to, and the Company shall direct the institution that will serve as the Related Trustee under the Related Pass Through Trust Agreement to, execute and deliver the Assignment and Assumption Agreement, pursuant to which the Trustee shall assign, transfer and deliver all of the Trustee's right, title and interest to the Trust Property to the Related Trustee under the Related Pass Through Trust Agreement. The Trustee and the Related Trustee shall execute and deliver the Assignment and Assumption Agreement upon the satisfaction of the following conditions: (i) The Trustee, the Related Trustee and each of the Rating Agencies then rating the Certificates shall have received an Officer's Certificate and an Opinion of Counsel dated the date of the Assignment and Assumption Agreement and each satisfying the requirements of Section 1.02, which Opinion of Counsel shall be substantially to the effect set forth below and may be relied upon by the Beneficiaries (as defined in the Assignment and Assumption Agreement): (a) upon the execution and delivery thereof by the parties thereto in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, the Assignment and Assumption Agreement will constitute the valid and binding obligation of each of the parties thereto enforceable against each such party in accordance with its terms; (b) upon the execution and delivery of the Assignment and Assumption Agreement in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, each of the Certificates then Outstanding will be entitled to the benefits of the Related Pass Through Trust Agreement; 59 -54- (c) the Related Trust is not required to be registered as an investment company under the Investment Company Act of 1940, as amended; (d) the Related Pass Through Trust Agreement constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms; and (e) neither the execution and delivery of the Assignment and Assumption Agreement in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, nor the consummation by the parties thereto of the transactions contemplated to be consummated thereunder on the date thereof, will violate any law or governmental rule or regulation of the State of New York or the United States of America known to such counsel to be applicable to the transactions contemplated by the Assignment and Assumption Agreement. (ii) The Trustee and the Company shall have received (x) a copy of the articles of incorporation and bylaws of the Related Trustee certified as of the Transfer Date by the Secretary or Assistant Secretary of such institution and (y) a copy of the filing (including all attachments thereto) made by the institution serving as the Related Trustee with the Office of the Superintendent, State of New York Banking Department for the qualification of the Related Trustee under Section 131(3) of the New York Banking Law. Upon the execution of the Assignment and Assumption Agreement by the parties thereto, the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, and the Outstanding Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of this Agreement and the Related Pass Through Trust Agreement, without further signature or action of any party or Certificateholder, to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. By acceptance of its Certificate, each Certificateholder consents to such assignment, transfer and delivery of the Trust Property to the trustee of the Related Trust upon the execution and delivery of the Assignment and Assumption Agreement. In connection with the occurrence of the event set forth in clause (B) above, notice of such termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders such final payments. 60 -55- In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties hereto or any of them. Section 12.02. Certificates Nonassessable and Fully Paid. Except as set forth in the last sentence of this Section 12.02, Certificateholders shall not be personally liable for obligations of the Trust, the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates, upon authentication thereof by the Trustee pursuant to Section 3.03, are and shall be deemed fully paid. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Trust, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association. Neither the existence of the Trust nor any provision herein is intended to or shall limit the liability the Certificateholders would otherwise incur if the Certificateholders owned Trust Property as co-owners, or incurred any obligations of the Trust, directly rather than through the Trust. Section 12.03. Notices. (a) Unless otherwise specifically provided herein, all notices required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or telecopy, and any such notice shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business Day, if to the Company, to: 61 -56- America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 Attention: Vice President-Treasurer Facsimile: (602) 693-5886 if to the Trustee, to: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 Telephone: (302) 651-8584 (b) The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. (c) Any notice or communication to Certificateholders shall be mailed by first-class mail to the addresses for Certificateholders shown on the Register kept by the Registrar. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders. (d) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it. (e) If the Company mails a notice or communication to the Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent at the same time. (f) Notwithstanding the foregoing, all communications or notices to the Trustee shall be deemed to be given only when received by a Responsible Officer of the Trustee. (g) The Trustee shall promptly furnish the Company with a copy of any demand, notice or written communication received by the Trustee hereunder from any Certificateholder, Owner Trustee or Loan Trustee. Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF DELAWARE AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 62 -57- Section 12.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the Trust, or of the Certificates or the rights of the Certificateholders thereof. Section 12.06. Trust Indenture Act Controls. Upon the occurrence of any Registration Event, this Agreement shall become subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions. From and after any Registration Event, if any provision of this Agreement limits, qualifies or conflicts with another provision which is required to be included in this Agreement by the Trust Indenture Act, the required provision shall control. Section 12.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 12.08. Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Trustee and the Company shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 12.09. Benefits of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. Section 12.10. Legal Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate shall not be a Business Day, then (notwithstanding any other provision of this Agreement) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period. Section 12.11. Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Section 12.12. Intention of Parties. The parties hereto intend that the Trust be classified for U.S. federal income tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as amended, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder and Investor, by its acceptance of its Certificate or a beneficial interest therein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The powers granted and 63 -58- obligations undertaken pursuant to this Agreement shall be so construed so as to further such intent. 64 -59- IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first written above. AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir --------------------------------------- Name: Thomas T. Weir Title: Vice President and Treasurer WILMINGTON TRUST COMPANY, as Trustee By: /s/ W. Chris Sponenberg --------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 65 EXHIBIT A FORM OF CERTIFICATE REGISTERED No._______ [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY 66 A-2 TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.]* BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.]** - ---------- * Not to be included on the face of the Regulation S Global Certificate. ** To be included on the face of each Global Certificate. 67 A-3 [GLOBAL CERTIFICATE]* AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1G-O 7.10% America West Airlines [Initial] [Exchange] Pass Through Certificate, Series 2001-1G-O Final Legal Distribution Date: October 2, 2022 evidencing a fractional undivided interest in a trust, the property of which includes certain equipment notes each secured by an Aircraft leased to or owned by America West Airlines, Inc. having a face amount of $[ ] representing [ ]% of the Trust per $1,000 face amount THIS CERTIFIES THAT _______________, for value received, is the registered owner of a Fractional Undivided Interest having a face amount of $________ (__________dollars) in the America West Airlines Pass Through Trust, Series 2001-1G-O (the "Trust") created pursuant to a Pass Through Trust Agreement, dated as of May 17, 2001 (the "Agreement"), between Wilmington Trust Company (the "Trustee") and America West Airlines, Inc., a corporation incorporated under Delaware law (the "Company"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as "7.10% America West Airlines [Initial] [Exchange] Pass Through Certificates, Series 2001-1G-O" (herein called the "Certificates"). This Certificate is issued under and is subject to the terms, provisions, and conditions of the Agreement. By virtue of its acceptance hereof the Certificateholder of this Certificate assents to and agrees to be bound by the provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes an interest in certain Equipment Notes and all rights of the Trust to receive payments under the Intercreditor Agreement, the Policy and any Liquidity Facility (the "Trust Property"). Each issue of the Equipment Notes is secured by, among other things, a security interest in the Aircraft leased to or owned by the Company. - ---------- * To be included on the face of each Global Certificate. 68 A-4 The Certificates represent fractional undivided interests in the Trust and the Trust Property, and have no rights, benefits or interest in respect of any assets or property other than the Trust Property. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from and to the extent of funds then available to the Trustee, there will be distributed on each April 2, and October 2, (a "Regular Distribution Date"), commencing on October 2, 2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments due on such Regular Distribution Date on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any of their affiliates. The Certificates are limited in right or payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and 69 A-5 upon all future Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, in the Borough of Manhattan, the City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. [The Holder of this Certificate is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of May 17, 2001, among the Company, the Trustee and the Initial Purchasers named therein (the "Registration Rights Agreement"). In the event that no Registration Event has occurred on or prior to the 210th day after the date of the issuance of the Certificates, the interest rate per annum payable in respect of the Equipment Notes and the Deposits shall be increased by 0.50%, from and including the 210th day after the Issuance Date to but excluding the earlier of (i) the date on which a Registration Event occurs and (ii) the date on which there cease to be any Registrable Certificates (as defined in the Registration Rights Agreement). In the event that the Shelf Registration Statement ceases to be effective at any time during the period specified by Section 2(b)(B) of the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate per annum payable in respect of the Equipment Notes and the Deposits shall be increased by 0.50% from the 61st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective ( or, if earlier, the end of the period specified by Section 2(b)(B) of the Registration Rights Agreement).]* Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. Under certain circumstances set forth in Section 11.01 of the Agreement, all of the Trustee's right, title and interest to the Trust Property may be assigned, transferred and delivered to the Related Trustee of the Related Trust pursuant to the Assignment and Assumption Agreement. Upon the effectiveness of such Assignment and Assumption Agreement (the - ---------- * To be included only on each Initial Certificate. 70 A-6 "Transfer"), the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, the Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of the Agreement and the Related Pass Through Trust Agreement to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. Each Certificateholder, by its acceptance of this Certificate or a beneficial interest herein, agrees to be bound by the Assignment and Assumption Agreement and subject to the terms of the Related Pass Through Trust Agreement as a certificateholder thereunder. From and after the Transfer, unless and to the extent the context otherwise requires, references herein to the Trust, the Agreement and the Trustee shall constitute references to the Related Trust, the Related Pass Through Trust Agreement and trustee of the Related Trust, respectively. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of [$100,000]* [$1,000]** Fractional Undivided Interest and integral multiples of $1,000 in excess thereof except that one Certificate may be in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment by the Holder of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. FROM AND AFTER THE TRANSFER, THE AGREEMENT AND THIS - ---------- * To be included only on each Initial Certificate. ** To be included only on each Exchange Certificate. 71 A-7 CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 72 A-8 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: , 2001 AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1G-O By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee By: ________________________________________ Name: Title: 73 A-9 [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Certificates referred to in the within-mentioned Agreement. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee By: ________________________________________ Authorized Officer 74 A-10 FORM OF TRANSFER NOTICE FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. __________________ __________________ please print or typewrite name and address including zip code of assignee __________________ the within Certificate and all rights thereunder, hereby irrevocably constituting and appointing __________________ attorney to transfer said Certificate on the books of the Trustee with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT REGULATION S GLOBAL AND REGULATION S DEFINITIVE CERTIFICATES] In connection with any transfer of this Certificate occurring prior to the date that is the earlier of the date of an effective Registration Statement or the date two years after the later of the original issuance of this Certificate or the last date on which this Certificate was held by America West Airlines, Inc., the Trustee or any affiliate of such Persons, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] [ ] (a) this Certificate is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. or [ ] (b) this Certificate is being transferred other than in accordance with (a) above and documents are being furnished that comply with the conditions of transfer set forth in this Certificate and the Agreement. If neither of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Certificate in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.06 of the Agreement shall have been satisfied. 75 A-11 Date: [Name of Transferor] --------------------- ---------------------------------- NOTE: The signature must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: --------------------- TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: --------------------- --------------------------------------------- NOTE: To be executed by an executive officer. 76 EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration Re: America West Airlines Pass Through Trust (the "Trust"), Series 2001-1G-O, America West Airlines Pass Through Certificates, Series 2001-1G-O (the "Certificates") Ladies and Gentlemen: In connection with our proposed sale of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: (1) the offer of the Certificates was not made to a person in the United States or to or for the account or benefit of a U.S. person; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 77 B-2 You and America West Airlines, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] 78 EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1G-O (the "Trust") Pass Through Certificates, Series 2001-1G-O (the "Certificates") Ladies and Gentlemen: In connection with our proposed purchase of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that: 1. We have received a copy of the Offering Memorandum dated May 10, 2001 (the "Offering Memorandum"), relating to the Certificates and such other information as we deem necessary in order to make our investment decision. We acknowledge that we have read and agree to the matters stated in the section entitled "Transfer Restrictions" of such Offering Memorandum. We acknowledge that neither America West Airlines, Inc. (the "Company") nor any Initial Purchaser, nor any person representing the Company or any Initial Purchaser, has made any representation with respect to the offer of any Certificates. 2. We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement, dated as of May 17, 2001, between the Company and Wilmington Trust Company (the "Trustee") relating to the Certificates, and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the "Securities Act"). 79 C-2 3. We are purchasing Certificates having an aggregate principal amount of not less than $100,000 and each account (if any) for which we are purchasing Certificates is purchasing Certificates having an aggregate principal amount of not less than $100,000. 4. We understand that the Certificates have not been registered under the Securities Act, that the Certificates are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act and that the Certificates may not be offered or resold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that, if we should sell any Certificates within two years after the later of the original issuance of such Certificate and the last date on which such Certificate is owned by the Company, the Trustee or any affiliate of any of such persons, we will do so only (A) to the Company, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Certificates are restricted as stated herein. 5. We understand that, on any proposed resale of any Certificates, we will be required to furnish to the Company and the Trustee such certifications, legal opinions and other information as the Trustee may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. 6. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investments. 7. We are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless to the understanding that the disposition of our property shall at all times be and remain within our control. You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy thereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By:___________________________________ Name: Title: 80 C-3 Securities To Be Purchased: $ principal amount 81 EXHIBIT D FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT America West Airlines Pass Through Trust, Series 2001-1G ASSIGNMENT AND ASSUMPTION AGREEMENT, dated _______, (the "Agreement"), between Wilmington Trust Company, a Delaware banking corporation ("WTC"), not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or otherwise supplemented from time to time, the "Pass Through Trust Agreement") in respect of the America West Airlines Pass Through Trust, Series 2001-1G-O (the "Assignor"), and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement dated as of May 17, 2001 (the "New Pass Through Trust Agreement") in respect of the America West Airlines Pass Through Trust, Series 2001-1G-S (the "Assignee"). W I T N E S S E T H: WHEREAS, the parties hereto desire to effect on the date hereof (the "Transfer Date") (a) the transfer by the Assignor to the Assignee of all of the right, title and interest of the Assignor in, under and with respect to, among other things, the Trust Property and each of the documents listed in Schedule I hereto (the "Scheduled Documents") and (b) the assumption by the Assignee of the obligations of the Assignor (i) under the Scheduled Documents and (ii) in respect of the Certificates issued under the Pass Through Trust Agreement; and WHEREAS, the Scheduled Documents permit such transfer upon satisfaction of certain conditions heretofore or concurrently herewith being complied with; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows (capitalized terms used herein without definition having the meaning ascribed thereto in the Pass Through Trust Agreement): 1. Assignment. The Assignor does hereby sell, assign, convey, transfer and set over unto the Assignee as of the Transfer Date all of its present and future right, title and interest in, under and with respect to the Trust Property and the Scheduled Documents and each other contract, agreement, document or instrument relating to the Trust Property or the Scheduled Documents (such other contracts, agreements, documents or instruments, together with the Scheduled Documents, to be referred to as the "Assigned Documents"), and any proceeds therefrom, together with all documents and instruments evidencing any of such right, title and interest. 2. Assumption. The Assignee hereby assumes for the benefit of the Assignor and each of the parties listed in Schedule II hereto (collectively, the "Beneficiaries") all of the duties and obligations of the Assignor, whenever accrued, pursuant to the Assigned Documents and hereby confirms that it shall be deemed a party to each of the Assigned Documents to which the Assignor is a party and shall be bound by all the terms thereof (including the agreements and obligations of the Assignor set forth therein) as if therein named as the Assignor. Further, the 82 D-2 Assignee hereby assumes for the benefit of the Assignor and the Beneficiaries all of the duties and obligations of the Assignor under the Outstanding Certificates and hereby confirms that the Certificates representing Fractional Undivided Interests under the Pass Through Trust Agreement shall be deemed for all purposes of the Pass Through Trust Agreement and the New Pass Through Trust Agreement to be certificates representing the same fractional undivided interests under the New Pass Through Trust Agreement equal to their respective beneficial interests in the trust created under the Pass Through Trust Agreement. 3. Effectiveness. This Agreement shall be effective upon the execution and delivery hereof by the parties hereto, and each Certificateholder, by its acceptance of its Certificate or a beneficial interest therein, agrees to be bound by the terms of this Agreement. 4. Payments. The Assignor hereby covenants and agrees to pay over to the Assignee, if and when received following the Transfer Date, any amounts (including any sums payable as interest in respect thereof) paid to or for the benefit of the Assignor that, under Section 1 hereof, belong to the Assignee. 5. Further Assurances. The Assignor shall, at any time and from time to time, upon the request of the Assignee, promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Assignee may reasonably request to obtain the full benefits of this Agreement and of the right and powers herein granted. The Assignor agrees to deliver the Global Certificates, and all Trust Property, if any, then in the physical possession of the Assignor, to the Assignee. 6. Representations and Warranties. (a) The Assignee represents and warrants to the Assignor and each of the Beneficiaries that: (i) it has all requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby and to carry out and perform the obligations of the "Pass Through Trustee" under the Assigned Documents; (ii) on and as of the date hereof, the representations and warranties of the Assignee set forth in Section 7.15 of the New Pass Through Trust Agreement are true and correct. (b) The Assignor represents and warrants to the Assignee that: (i) it is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the full trust power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its trust and fiduciary powers to execute and deliver this Agreement; (ii) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by it and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and (iii) this Agreement constitutes the legal, valid and binding obligations of it enforceable against it in accordance with its terms, except as the same may be limited by 83 D-3 applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. 8. Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by both parties so long as each party shall sign at least one counterpart. 9. Third Party Beneficiaries. The Assignee hereby agrees, for the benefit of the Beneficiaries, that its representations, warranties and covenants contained herein are also intended to be for the benefit of each Beneficiary, and each Beneficiary shall be deemed to be an express third party beneficiary with respect thereto, entitled to enforce directly and in its own name any rights or claims it may have against such party as such beneficiary. IN WITNESS WHEREOF, the parties hereto, through their respective officers thereunto duly authorized, have duly executed this Assignment as of the day and year first above written. ASSIGNOR: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the America West Airlines Pass Through Trust 2001-1G-O By:_________________________________________ Title: ASSIGNEE: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the America West Airlines Pass Through Trust 2001-1G-S By:_________________________________________ Title: 84 Schedule I Schedule of Assigned Documents (1) Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Policy Provider, the Liquidity Provider, the liquidity provider, if any, relating to the Certificates issued under (and as defined in) the Other Pass Through Trust Agreements and the Subordination Agent. (2) Registration Rights Agreement dated as of May 17, 2001 among the Initial Purchasers, the Trustee, the Other Trustees, and the Company. (3) Escrow and Paying Agent Agreement (Class G) dated as of May 17, 2001 among the Escrow Agent, the Initial Purchasers, the Trustee and the Paying Agent. (4) Note Purchase Agreement dated as of May 17, 2001 among the Company, the Trustee, the Other Trustees, the Depositary, the Escrow Agent, the Paying Agent and the Subordination Agent. (5) Deposit Agreement (Class G) dated as of May 17, 2001 between the Escrow Agent and the Depositary. (6) The Policy dated May 17, 2001, as defined in the Intercreditor Agreement. (7) The Policy Provider Agreement dated May 17, 2001, as defined in the Intercreditor Agreement. (8) Each of the Operative Agreements (as defined in the Participation Agreement for each Aircraft) in effect as of the Transfer Date. 85 Schedule II Schedule of Beneficiaries Wilmington Trust Company, not in its individual capacity but solely as Pass Through Trustee, Subordination Agent, Paying Agent and Escrow Agent Ambac Assurance Corporation, as Policy Provider Westdeutsche Landesbank Girozentrale, as Liquidity Provider Citibank, N.A., as Depositary America West Airlines, Inc. Salomon Smith Barney Inc. Deutsch Banc Alex. Brown Inc. Mizuho International plc Banc One Capital Markets, Inc. Tokyo-Mitsubishi International plc Each of the other parties to the Assigned Documents 86 EXHIBIT E FORM OF NOTICE TO DESIGNATE NOMINEE AS WITHHOLDING AGENT (Treas. Reg. Section 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1)) [DATE] National Association of Securities Dealers, Inc. Market Operations 80 Merritt Blvd. Trumbull, CT 06611 Re: America West Airlines Pass Through Trust, Series 2001-1G-O Pass Through Certificates, Series 2001-1G-O With respect to distributions to be made on [INSERT DISTRIBUTION DATE] to holders of the above-referenced Pass Through Certificates in the amount of $ ____ per $1,000 principal amount of Certificate, we hereby designate the appropriate nominees to withhold from amounts distributable to any non-U.S. Person such amounts as required by Section 1446 of the Internal Revenue Code of 1986, as amended. The term "non-U.S. Person" means any person or entity that, for U.S. federal income tax purposes, is not a "U.S. Person." "U.S. Person" for this purpose means a citizen or resident of the United States, a corporation, partnership or other entity created or organized under the laws of the United States or any political subdivision thereof, or an estate or trust, the income of which is subject to U.S. federal income taxation regardless of its source. The date of record for determining holders of Certificates entitled to receive the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED RECORD DATE]. Very truly yours, EX-4.5 4 p65531ex4-5.txt EX-4.5 1 EXHIBIT 4.5 EXECUTION COPY PASS THROUGH TRUST AGREEMENT Dated as of May 17, 2001 between AMERICA WEST AIRLINES, INC. and WILMINGTON TRUST COMPANY, as Trustee America West Airlines Pass Through Trust, Series 2001-1G-S 7.10% Initial Pass Through Certificates, Series 2001-1G-S 7.10% Exchange Pass Through Certificates, Series 2001-1G-S 2 Reconciliation and tie between America West Airlines Pass Through Trust Agreement, Series 2001-1G-S dated as of May 17, 2001, and the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through Trust Agreement.

Trust Indenture Act Pass Through Trust of 1939 Section Agreement Section --------------- ----------------- 310(a)(1) 7.08 (a)(2) 7.08 312(a) 3.05; 8.01; 8.02 313(a) 7.06; 8.03 314(a) 8.04(a),(c) & (d) (a)(4) 8.04(e) (c)(1) 1.02 (c)(2) 1.02 (d)(1) 7.13; 11.01 (d)(2) 7.13; 11.01 (d)(3) 2.01 (e) 1.02 315(b) 7.02 316(a)(last sentence) 1.04(c) (a)(1)(A) 6.04 (a)(1)(B) 6.05 (b) 6.06 (c) 1.04(e) 317(a)(1) 6.03 (b) 7.13 318(a) 12.06

3 TABLE OF CONTENTS

SECTION PAGE - ------- ---- ARTICLE i DEFINITIONS...................................................................... 2 Section 1.01. Definitions.................................................... 2 Section 1.02. Compliance Certificates and Opinions........................... 13 Section 1.03. Form of Documents Delivered to Trustee......................... 14 Section 1.04. Directions of Certificateholders............................... 14 ARTICLE II ACQUISITION OF TRUST PROPERTY................................................... 16 Section 2.01. Acquisition of Trust Property.................................. 16 Section 2.02. Acceptance by the Trustee...................................... 16 Section 2.03. Limitation of Powers........................................... 16 ARTICLE III THE CERTIFICATES............................................................... 17 Section 3.01. Title, Form, Denomination and Execution of Certificates........ 17 Section 3.02. Restrictive Legends............................................ 19 Section 3.03. Authentication of Certificates................................. 20 Section 3.04. Transfer and Exchange.......................................... 21 Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates 22 Section 3.06. Special Transfer Provisions.................................... 23 Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates.............. 26 Section 3.08. Persons Deemed Owners.......................................... 26 Section 3.09. Cancellation................................................... 26 Section 3.10. Temporary Certificates......................................... 27 Section 3.11. Limitation of Liability for Payments........................... 27 ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS................................. 28 Section 4.01. Certificate Account and Special Payments Account............... 28 Section 4.02. Distributions from Certificate Account and Special Payments Account .............................................. 28 Section 4.03. Statements to Certificateholders............................... 30 Section 4.04. Investment of Special Payment Moneys........................... 31 ARTICLE V THE COMPANY...................................................................... 31 Section 5.01. Maintenance of Corporate Existence............................. 31 Section 5.02. Consolidation, Merger, Etc..................................... 31 ARTICLE VI DEFAULT......................................................................... 32 Section 6.01. Events of Default.............................................. 32 Section 6.02. Incidents of Sale of Equipment Notes........................... 34 Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit .................................................... 35 Section 6.04. Control by Certificateholders.................................. 35 Section 6.05. Waiver of Past Defaults........................................ 35

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SECTION PAGE - ------- ---- Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired ................................................ 36 Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions ............................................ 36 Section 6.08. Remedies Cumulative............................................ 37 ARTICLE VII THE TRUSTEE.................................................................... 37 Section 7.01. Certain Duties and Responsibilities............................ 37 Section 7.02. Notice of Defaults............................................. 38 Section 7.03. Certain Rights of Trustee...................................... 38 Section 7.04. Not Responsible for Recitals or Issuance of Certificates....... 39 Section 7.05. May Hold Certificates.......................................... 39 Section 7.06. Money Held in Trust............................................ 39 Section 7.07. Compensation and Reimbursement................................. 39 Section 7.08. Corporate Trustee Required; Eligibility........................ 41 Section 7.09. Resignation and Removal; Appointment of Successor.............. 41 Section 7.10. Acceptance of Appointment by Successor......................... 42 Section 7.11. Merger, Conversion, Consolidation or Succession to Business.... 43 Section 7.12. Maintenance of Agencies........................................ 43 Section 7.13. Money for Certificate Payments to Be Held in Trust............. 44 Section 7.14. Registration of Equipment Notes in Name of Subordination Agent. 44 Section 7.15. Representations and Warranties of Trustee...................... 45 Section 7.16. Withholding Taxes, Information Reporting....................... 46 Section 7.17. Trustee's Liens................................................ 46 Section 7.18. Preferential Collection of Claims.............................. 46 ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE.............................. 46 Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders ......................................... 46 Section 8.02. Preservation of Information; Communications to Certificateholders ............................................ 47 Section 8.03. Reports by Trustee............................................. 47 Section 8.04. Reports by the Company......................................... 47 ARTICLE IX SUPPLEMENTAL AGREEMENTS......................................................... 48 Section 9.01. Supplemental Agreements Without Consent of Certificateholders.. 48 Section 9.02. Supplemental Agreements with Consent of Certificateholders..... 49 Section 9.03. Documents Affecting Immunity or Indemnity...................... 50 Section 9.04. Execution of Supplemental Agreements........................... 50 Section 9.05. Effect of Supplemental Agreements.............................. 51 Section 9.06. Conformity with Trust Indenture Act............................ 51 Section 9.07. Reference in Certificates to Supplemental Agreements........... 51

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SECTION PAGE - ------- ---- ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS................................. 51 Section 10.01. Amendments and Supplements to Indentures and Financing Documents ........................................... 51 ARTICLE XI TERMINATION OF TRUST............................................................ 52 Section 11.01. Termination of the Trust....................................... 52 ARTICLE XII MISCELLANEOUS PROVISIONS....................................................... 53 Section 12.01. Limitation on Rights of Certificateholders..................... 53 Section 12.02. Certificates Nonassessable and Fully Paid...................... 53 Section 12.03. Notices........................................................ 53 Section 12.04. Governing Law.................................................. 54 Section 12.05. Severability of Provisions..................................... 54 Section 12.06. Trust Indenture Act Controls................................... 54 Section 12.07. Effect of Headings and Table of Contents....................... 55 Section 12.08. Successors and Assigns......................................... 55 Section 12.09. Benefits of Agreement.......................................... 55 Section 12.10. Legal Holidays................................................. 55 Section 12.11. Counterparts................................................... 55 Section 12.12. Intention of Parties........................................... 55

Exhibit A - Form of Certificate to Request Removal of Restricted Legend Exhibit B - Form of Certificate to be Delivered by an Institutional Accredited Investor iii 6 PASS THROUGH TRUST AGREEMENT This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001, (the "Agreement") between AMERICA WEST AIRLINES, INC., a Delaware corporation, and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1G-S and the 7.10% America West Airlines Pass Through Trust, Series 2001-1G-S Pass Through Certificates representing fractional undivided interests in the Trust. WITNESSETH: WHEREAS, the Company has obtained commitments from AVSA for the delivery of certain Aircraft; WHEREAS, as of the Transfer Date, the Company will have financed (or refinanced) the acquisition of all or a portion of the Aircraft either (i) through separate leveraged lease transactions in which the Company will lease such aircraft (collectively, the "Leased Aircraft") or (ii) through separate secured loan transactions in which the Company will own such Aircraft (collectively, the "Owned Aircraft"); WHEREAS, as of the Transfer Date, in the case of each Leased Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner Participant, will have issued pursuant to an Indenture, on a non-recourse basis, three series of Equipment Notes in order to finance a portion of its purchase price of such Leased Aircraft; WHEREAS, as of the Transfer Date, in the case of each Owned Aircraft, the Company, will have issued pursuant to an Indenture, on a recourse basis, three series of Equipment Notes to finance a portion of the purchase price of such Owned Aircraft; WHEREAS, as of the Transfer Date, the Related Trustee will assign, transfer and deliver all of such trustee's right, title and interest to the trust property held by the Related Trustee to the Trustee pursuant to the Assignment and Assumption Agreement; WHEREAS, the Trustee, effective only, but automatically, upon execution and delivery of the Assignment and Assumption Agreement, will be deemed to have declared the creation of the Trust for the benefit of the Certificateholders, and each holder of Certificates outstanding as of the Transfer Date, as the grantors of the Trust, by their respective acceptances of the Certificates, will join in the creation of this Trust with the Trustee; WHEREAS, all Certificates deemed issued by the Trust will evidence fractional undivided interests in the Trust and will convey no rights, benefits or interests in respect of any property other than the Trust Property except for those Certificates to which an Escrow Receipt (as defined below) has been affixed; WHEREAS, the Company has duly authorized the execution, delivery and effectiveness of this Agreement as the "issuer", as such term is defined in and solely for purposes of the Securities Act, of the Certificates deemed to be issued pursuant hereto and as the 7 -2- "obligor", as such term is defined in and solely for purposes of the Trust Indenture Act of 1939, as amended, with respect to all such Certificates and is undertaking to perform certain administrative and ministerial duties hereunder and is also undertaking to pay the ongoing fees and expenses of the Trustee; WHEREAS, upon the execution and delivery of the Assignment and Assumption Agreement, all of the conditions and requirements necessary to make this Agreement a valid, binding and legal instrument, enforceable in accordance with its terms and for the purposes herein expressed, will have been done, performed and fulfilled, and the execution and delivery of this Agreement in the form and with the terms hereof will have been in all respects duly authorized; and WHEREAS, upon issuance of the Exchange Certificates, if any, or the effectiveness of the Shelf Registration Statement, this Agreement, as amended or supplemented from time to time, will be subject to the provisions of the Trust Indenture Act of 1939, and shall, to the extent applicable, be governed by such provisions; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms used in this Agreement, including in the recitals to this Agreement, that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or by the rules promulgated under the Trust Indenture Act, have the meanings assigned to them therein; (3) all references in this Agreement to designated "Articles", "Sections", "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Agreement; (4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision; and (5) unless the context otherwise requires, whenever the words "including", "include" or "includes" are used herein, it shall be deemed to be followed by the phrase "without limitation". 8 -3- Affiliate: Means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" means the power, directly or indirectly, to direct the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agent Members: Has the meaning specified in Section 3.05. Agreement: Has the meaning specified in the initial paragraph hereto. Aircraft: Has the meaning specified in the Note Purchase Agreement. Aircraft Purchase Agreement: Has the meaning specified in the Note Purchase Agreement. Assignment and Assumption Agreement: Means the assignment and assumption agreement substantially in the form of Exhibit D to the Related Pass Through Trust Agreement to be executed and delivered in accordance with Section 11.01 of the Related Pass Through Trust Agreement. Authorized Agent: Means any Paying Agent or Registrar for the Certificates. Avoidable Tax: Means a state or local tax (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries. Business Day: Means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long as any Certificate is outstanding, the city and state in which the Trustee or any Loan Trustee maintains its Corporate Trust Office or receives and disburses funds. Certificate: Means any one of the Initial Certificates or Exchange Certificates issued by the Related Trust and that are "Outstanding" (as defined in the Related Pass Through Trust Agreement) as of the Transfer Date (the "Transfer Date Certificates") and any such Initial Certificates or Exchange Certificates issued in exchange therefor or replacement thereof pursuant to this Agreement. Certificate Account: Means the account or accounts created and maintained pursuant to Section 4.01(a). 9 -4- Certificate Purchase Agreement: Means the Purchase Agreement dated May 10, 2001 among the Initial Purchasers and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Certificateholder or Holder: Means the Person in whose name a Certificate is registered in the Register. Class D Certificateholder: Means, at any time, any holder of one or more pass through certificates issued by the America West Airlines Pass Through Trust, Series 2001-1D, if and when established. Clearstream: Means Clearstream Banking, societe anonyme, organized under Luxembourg law (formerly known as Cedelbank) or any successor thereto. Company: Means America West Airlines, Inc., a Delaware corporation, or its successor in interest pursuant to Section 5.02, or (only in the context of provisions hereof, if any, where such reference is required for purposes of compliance with the Trust Indenture Act) any other "obligor" (within the meaning of the Trust Indenture Act) with respect to the Certificates. Controlling Party: Has the meaning specified in the Intercreditor Agreement. Corporate Trust Office: With respect to the Trustee or any Loan Trustee, means the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. Definitive Certificates: Has the meaning specified in Section 3.01(e). Delivery Period Termination Date: Has the meaning specified in the Related Pass Through Trust Agreement. Deposits: Has the meaning specified in the Deposit Agreement. Deposit Agreement: Means the Deposit Agreement dated as of May 17, 2001 relating to the Certificates between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Depositary: Means Citibank, N.A. Direction: Has the meaning specified in Section 1.04(a). Distribution Date: Means any Regular Distribution Date or Special Distribution Date as the context requires. DTC: Means The Depository Trust Company, its nominees and their respective successors. 10 -5- EBO Date: Means the date set forth on Schedule 1 to the Lease as the "EBO Date". Equipment Notes: Means the equipment notes issued under the Indentures. Escrow Agent: Means, initially, Wilmington Trust Company, and any replacement or successor therefor appointed in accordance with the Escrow Agreement. Escrow Agreement: Means the Escrow and Paying Agent Agreement dated as of May 17, 2001 relating to the Certificates, among the Escrow Agent, the Escrow Paying Agent, the Related Trustee (and after the Transfer Date, the Trustee) and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Escrow Paying Agent: Means the Person acting as paying agent under the Escrow Agreement. Escrow Receipt: Means the receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder. Euroclear: Means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. Event of Default: Means an Indenture Default under any Indenture pursuant to which Equipment Notes held by the Trust were issued. Exchange Certificates: Means the pass through certificates issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated under the Related Pass Through Trust Agreement (prior to the Transfer Date) or hereunder (after the Transfer Date). Exchange Offer: Means the exchange offer which may be made pursuant to the Registration Rights Agreement to exchange Initial Certificates for Exchange Certificates. Exchange Offer Registration Statement: Means the registration statement that, pursuant to the Registration Rights Agreement, is filed by the Company with the SEC with respect to the exchange of Initial Certificates for Exchange Certificates. Final Legal Distribution Date: Means October 2, 2022. Final Withdrawal: Has the meaning specified in the Escrow Agreement. Final Withdrawal Date: Has the meaning specified in the Escrow Agreement. Financing Documents: With respect to any Equipment Note, means (i) the Indenture and the Participation Agreement relating to such Equipment Note, and (ii) in 11 -6- the case of any Equipment Note related to a Leased Aircraft, the Lease relating to such Leased Aircraft. Fractional Undivided Interest: Means the fractional undivided interest in the Trust that is evidenced by a Certificate. Global Certificates: Has the meaning specified in Section 3.01(d). Global Exchange Certificate: Has the meaning specified in Section 3.01(f). Indenture: Means each of the separate trust indentures and mortgages relating to the Aircraft, each as specified or described in a Delivery Notice delivered pursuant to the Note Purchase Agreement or the related Participation Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Indenture Default: With respect to any Indenture, means any Event of Default (as such term is defined in such Indenture). Initial Certificates: Means the "Initial Certificates" issued and authenticated under the Related Pass Through Trust Agreement, and any certificates issued and authenticated thereunder substantially in the form of Exhibit A thereto other than the Exchange Certificates. Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc. Institutional Accredited Investor: Means an institutional investor that is an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Intercreditor Agreement: Means the Intercreditor Agreement dated as of May 17, 2001 among the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and after the Transfer Date, the Other Trustees), the Liquidity Provider, the liquidity provider relating to the Certificates issued under (and as defined in) the Related Other Pass Through Trust Agreements, the Policy Provider and Wilmington Trust Company, as Subordination Agent and as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Investors: Means the Initial Purchasers together with all subsequent beneficial owners of the Certificates. Issuance Date: Means the date of the issuance of the Initial Certificates. Lease: Means, with respect to each Leased Aircraft, the lease between an Owner Trustee, as the lessor, and the Company, as the lessee, referred to in the related Indenture, 12 -7- as such lease may be amended, supplemented or otherwise modified in accordance with its terms. Leased Aircraft: Has the meaning specified in the second recital to this Agreement. Liquidity Facility: Means, initially, the Revolving Credit Agreement dated as of May 17, 2001 relating to the Certificates, between the Liquidity Provider and the Subordination Agent, as agent and trustee for the Trustee, and, from and after the replacement of such Agreement pursuant to the Intercreditor Agreement, the replacement liquidity facility therefor, in each case as amended, supplemented or otherwise modified from time to time in accordance with their respective terms. Liquidity Provider: Means, initially, Westdeutsche Landesbank Girozentrale, and any replacement or successor therefor appointed in accordance with the Intercreditor Agreement. Loan Trustee: With respect to any Equipment Note or the Indenture applicable thereto, means the bank or trust company designated as trustee under such Indenture, together with any successor to such trustee appointed pursuant thereto. Material Adverse Tax Event: Has the meaning specified in Section 17.3(a)(4) of the Lease. Non-U.S. Person: Means a Person that is not a "U.S. person", as defined in Regulation S. Note Purchase Agreement: Means the Note Purchase Agreement dated as of May 17, 2001 among the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and after the Transfer Date, the Other Trustees), the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time, in accordance with its terms. Offering Circular: Means the Offering Memorandum dated May 10, 2001 relating to the offering of the Certificates and the other certificates under the Related Other Pass Through Trust Agreements. Officer's Certificate: Means a certificate signed, (a) in the case of the Company, by any Vice President or more senior officer of the Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a Responsible Officer of such Owner Trustee or such Loan Trustee, as the case may be. Opinion of Counsel: Means a written opinion of legal counsel who (a) in the case of counsel for the Company may be (i) the General Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman & Kammholz LLP, or (iv) such other counsel designated by the Company and reasonably acceptable to the Trustee and (b) in the case of counsel for any Owner Trustee or any Loan Trustee may be such counsel as 13 -8- may be designated by any of them whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to the Trustee. Other Pass Through Trust Agreements: Means the other America West Airlines 2001-1 Pass Through Trust Agreement relating to the America West Airlines Pass Through Trust, Series 2001-1C-S and the America West Airlines Pass Through Trust, Series 2001-1D-S. Other Trustees: Means the trustees under the Other Pass Through Trust Agreements, and any successor or other trustee appointed as provided therein. Other Trusts: Means the America West Airlines Pass Through Trust, Series 2001-1C-S and the America West Airlines Pass Through Trust, Series 2001-1D-S, created under the Other Pass Through Trust Agreements. Outstanding: When used with respect to Certificates, means, as of the date of determination, all Transfer Date Certificates, and all other Certificates theretofore authenticated and delivered under this Agreement, in each case except: (i) Certificates theretofore canceled by the Registrar or delivered to the Trustee or the Registrar for cancellation; (ii) Certificates for which money in the full amount required to make the final distribution with respect to such Certificates pursuant to Section 11.01 hereof has been theretofore deposited with the Trustee in trust for the Holders of such Certificates as provided in Section 4.01 pending distribution of such money to such Certificateholders pursuant to payment of such final distribution; and (iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Agreement. Owned Aircraft: Has the meaning specified in the second recital to this Agreement. Owner Participant: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Participant" as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner Participant; and Owner Participants at any time of determination means all of the Owner Participants thus referred to in the Indentures. Owner Trustee: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Trustee", as referred to in the Indenture pursuant to which such Equipment Note is issued, not in its individual capacity but solely as trustee; and Owner Trustees means all of the Owner Trustees party to any of the Indentures. 14 -9- Participation Agreement: Means each Participation Agreement to be entered into by the Related Trustee pursuant to the Note Purchase Agreement, as the same may be amended, supplemented or otherwise modified in accordance with its terms. Paying Agent: Means the paying agent maintained and appointed for the Certificates pursuant to Section 7.12. Permitted Investments: Means obligations of the United States of America or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such lesser time as is required for the distribution of any Special Payments on a Special Distribution Date. Person: Means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization, or government or any agency or political subdivision thereof. Policy: Has the meaning specified in the Intercreditor Agreement. Policy Provider: Has the meaning specified in the Intercreditor Agreement. Policy Provider Agreement: Has the meaning specified in the Intercreditor Agreement. Policy Provider Default: Has the meaning specified in the Intercreditor Agreement. Pool Balance: Means, as of any date, (i) the original aggregate face amount of the "Certificates" as defined in the Related Pass Through Trust Agreement, less (ii) the aggregate amount of all payments made in respect of such Certificates other than payments made in respect of interest or premium thereon or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property held in such Trust and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. Pool Factor: Means, as of any date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance as at such date by (ii) the original aggregate face amount of the "Certificates" as defined in the Related Pass Through Trust Agreement. The Pool Factor as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. PTC Event of Default: Means any failure to pay within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance on the Final Legal Distribution Date or (ii) interest due on the Certificates on any Distribution Date (unless the Subordination 15 -10- Agent shall have made an Interest Drawing or Drawings (as defined in the Intercreditor Agreement), or a withdrawal or withdrawals pursuant to Section 3.6(f) of the Intercreditor Agreement, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee). QIB: Means a qualified institutional buyer as defined in Rule 144A. Record Date: Means (i) for Scheduled Payments to be distributed on any Regular Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Regular Distribution Date, and (ii) for Special Payments to be distributed on any Special Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Special Distribution Date. Register and Registrar: Mean the register maintained and the registrar appointed pursuant to Sections 3.04 and 7.12. Registration Event: Means the declaration of the effectiveness by the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement. Registration Rights Agreement: Means the Exchange and Registration Rights Agreement dated as of May 17, 2001, among the Initial Purchasers, the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and after the Transfer Date, the Other Trustees) and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Regular Distribution Date: With respect to distributions of Scheduled Payments in respect of the Certificates, means each date designated as a Regular Distribution Date in the Certificates issued pursuant to this Agreement, until payment of all the Scheduled Payments to be made under the Equipment Notes held in the Trust have been made; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Regulation S: Means Regulation S under the Securities Act or any successor regulation thereto. Regulation S Definitive Certificates: Has the meaning specified in Section 3.01(e). Regulation S Global Certificates: Has the meaning specified in Section 3.01(d). Related Other Pass Through Trust Agreement: Means the "Other Pass Through Trust Agreements" as defined in the Related Pass Through Trust Agreement. Related Other Trustee: Means the "Other Trustees" as defined in the Related Pass Through Trust Agreement. 16 -11- Related Other Trust: Means the "Other Trusts" as defined in the Related Pass Through Trust Agreement. Related Pass Through Trust Agreement: Means the Pass Through Trust Agreement relating to America West Airlines Pass Through Trust, Series 2001-1G-O, dated as of the date hereof, between the Company and the institution acting as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Related Trust: Means the America West Pass Through Trust, Series 1998-1G-O, formed under the Related Pass Through Trust Agreement. Related Trustee: Means the trustee under the Related Pass Through Trust Agreement. Responsible Officer: With respect to the Trustee, any Loan Trustee and any Owner Trustee, means any officer in the Corporate Trust Office of the Trustee, Loan Trustee or Owner Trustee or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. Restricted Definitive Certificates: Has the meaning specified in Section 3.01(e). Restricted Global Certificate: Has the meaning specified in Section 3.01(c). Restricted Legend: Has the meaning specified in Section 3.02. Restricted Period: Has the meaning specified in Section 3.01(d). Rule 144A: Means Rule 144A under the Securities Act and any successor rule thereto. Scheduled Payment: With respect to any Equipment Note, means (i) any payment of principal or interest on or in respect of such Equipment Note (other than any such payment which is not in fact received by the Subordination Agent within five days of the date on which such payment is scheduled to be made) due from the obligor thereon or (ii) any payment of interest on the Certificates with funds drawn under any Liquidity Facility, or any payment of interest on or principal of the Certificates with funds drawn under the Policy, which payment in any such case represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided that any payment of principal, premium, if any, or interest resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment. SEC: Means the Securities and Exchange Commission, as from time to time constituted or created under the United States Securities Exchange Act of 1934, as 17 -12- amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. Securities Act: Means the United States Securities Act of 1933, as amended from time to time, or any successor thereto. Shelf Registration Statement: Means the shelf registration statement which may be required to be filed by the Company with the SEC pursuant to any Registration Rights Agreement, other than an Exchange Offer Registration Statement. Special Distribution Date: Means each date on which a Special Payment is to be distributed as specified in this Agreement; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Special Redemption Premium: Means the premium payable by the Company in respect of the Final Withdrawal pursuant to the Note Purchase Agreement. Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as defined in each Indenture) or Special Redemption Premium. Special Payments Account: Means the account or accounts created and maintained pursuant to Section 4.01(b). Subordination Agent: Has the meaning specified in the Intercreditor Agreement. Substitute Aircraft: Has the meaning specified in the Note Purchase Agreement. Tax: Means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. Taxing Authority: Means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. Transfer Date: Means the moment of execution and delivery of the Assignment and Assumption Agreement by each of the parties thereto. Transfer Date Certificates: Has the meaning specified in the definition of "Certificates". Trust: Means the trust created by this Agreement, the estate of which consists of the Trust Property. 18 -13- Trust Indenture Act: Means the United States Trust Indenture Act of 1939, as amended from time to time, or any successor thereto. Trust Property: Means (i) the Equipment Notes held as the property of the Trust and, subject to the Intercreditor Agreement, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note and (iii) all rights of the Trust and the Trustee, on behalf of the Trust, under the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Policy and the Liquidity Facilities, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Trust pursuant to the Intercreditor Agreement, the Policy or the Liquidity Facilities, provided, that rights with respect to the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Equipment Notes to be held in the Related Pass Through Trust Agreement, will not constitute Trust Property. Trustee: Means Wilmington Trust Company, or its successor in interest, and any successor or other trustee appointed as provided herein. Trustee's Lien: Has the meaning specified in Section 7.17. Unindemnified Tax: Means (i) any Tax imposed on the net income, net worth or capital, any franchise Tax or similar doing business Tax of the Pass Through Trustee (other than any such Tax imposed as a result of the Company's assumption of the Equipment Notes pursuant to the purchase of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any withholding Tax imposed by the United States (including, without limitation, any withholding Tax imposed by the United States which is imposed or increased as a result of the Pass Through Trustee failing to deliver to the Company any certificate or document necessary to establish that payments under this Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax. Section 1.02. Compliance Certificates and Opinions. Upon any application or request (except with respect to matters set forth in Article II) by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Agreement, the Company, such Owner Trustee or such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. 19 -14- Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than a certificate provided pursuant to Section 8.04(e)) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Agreement relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or several documents. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement or, in respect of the Certificates, this Agreement, they may, but need not, be consolidated and form one instrument. Section 1.04. Directions of Certificateholders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement to be given or taken by Certificateholders (a "Direction") may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Company and any Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by 20 -15- an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates Outstanding have given any Direction under this Agreement, Certificates owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company or any Affiliate thereof. (d) For all purposes of this Agreement, all Initial Certificates constituting Certificates and all Exchange Certificates constituting Certificates shall vote and take all other actions of Certificateholders together as one series of Certificates. (e) The Company may at its option, by delivery of an Officer's Certificate to the Trustee, set a record date to determine the Certificateholders entitled to give any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Certificateholders of record at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates shall be computed as of such record date; provided that no such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record date. (f) Any Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate. (g) Except as otherwise provided in Section 1.04(c), Certificates owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates. 21 -16- ARTICLE II ACQUISITION OF TRUST PROPERTY Section 2.01. Acquisition of Trust Property. The Trustee is hereby irrevocably authorized and directed to execute and deliver the Assignment and Assumption Agreement on the date specified in Section 11.01 of the Related Pass Through Trust Agreement, subject only to the satisfaction of the conditions to such execution set forth in said Section 11.01. This Agreement (except only for the immediately preceding sentence hereof, which is effective upon execution and delivery hereof) shall become effective upon the execution and delivery of the Assignment and Assumption Agreement by the Trustee and the Related Trustee, automatically and without any further signature or action on the part of the Company and the Trustee, and shall thereupon constitute the legal, valid and binding obligation of the parties hereto enforceable against each of the parties hereto in accordance with its terms. Upon such execution and delivery of the Assignment and Assumption Agreement, the Related Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Trust in exchange for their interests in the Related Trust equal to their respective beneficial interests in the Related Trust and the "Outstanding" (as defined in the Related Pass Through Trust Agreement) pass through certificates representing fractional undivided interests in the Related Trust shall be deemed for all purposes of this Agreement and the Related Pass Through Trust Agreement, without further signature or action of any party or Certificateholder, to be Certificates representing the same Fractional Undivided Interests in the Trust and the Trust Property. By acceptance of its Certificate, each Certificateholder consents to and ratifies such assignment, transfer and delivery of the trust property of the Related Trust to the Trustee upon the execution and delivery of the Assignment and Assumption Agreement. Section 2.02. Acceptance by the Trustee. The Trustee, upon the execution and delivery of the Assignment and Assumption Agreement, acknowledges its acceptance of all right, title and interest in and to the Trust Property and declares that the Trustee holds and will hold such right, title and interest for the benefit of all then present and future Certificateholders, upon the trusts herein set forth. Subject to Section 7.14, the Trustee shall take all actions reasonably necessary to maintain the registration of all such Equipment Notes in the name of the Subordination Agent. By the acceptance of each Certificate issued to it under the Related Pass Through Trust Agreement and deemed issued under this Agreement, each holder of any such Certificate as grantor of the Trust thereby joins in the creation and declaration of the Trust. Section 2.03. Limitation of Powers. The Trust is constituted solely for the purpose of making the investment in the Equipment Notes, and, except as set forth herein, the Trustee shall not be authorized or empowered to acquire any other investments or engage in any other activities including without limitation purchasing any Equipment Note issued in connection with the redemption of outstanding Equipment Notes under any Indenture and, in particular, the Trustee shall not be authorized or empowered to do anything that would cause such Trust to fail to qualify as a "grantor trust" for federal income tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the respective Indentures) by bidding such Equipment Notes or otherwise, or taking any action with respect to any such Aircraft once acquired). 22 -17- ARTICLE III THE CERTIFICATES Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Initial Certificates constituting Certificates shall be known as the "7.10% Initial Pass Through Certificates, Series 2001-1G-S" and the Exchange Certificates constituting Certificates shall be known as the "7.10% Exchange Pass Through Certificates, Series 2001-1G-S", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A to the Related Pass Through Trust Agreement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Related Pass Through Trust Agreement or this Agreement, as the case may be, or as the Trustee may deem appropriate to reflect the fact that the Certificates are being issued hereunder as opposed to the Related Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Certificates (provided that such letters, numbers or other marks of identification and such legends or endorsements are in a form acceptable to the Company). At the Escrow Agent's request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to any Certificate issued hereunder. Any transfer or exchange of any Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any Certificate shall be permitted unless the corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Certificate to which an Escrow Receipt is attached, each Holder of such a Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt set forth herein and in the Escrow Agreement. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $325,143,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be in the form of one or more Global Certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate"). Such Restricted Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. 23 -18- (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be in the form of one or more global Certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement (each a "Regulation S Global Certificate"). Such Regulation S Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Clearstream. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the "Certificates" (as defined in the Related Pass Through Trust Agreement are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Certificate Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) shall be substantially in the form of Exhibit A to the Related Pass Through Trust Agreement in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates"). Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued in definitive, fully registered form without interest coupons (the "Regulation S Definitive Certificates"). The Restricted Definitive Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates exchanged for Initial Certificates under the Related Pass Through Trust Agreement shall be in the form of one or more global Certificates substantially in the form of Exhibit A thereto (each, a "Global Exchange Certificate"). Exchange Certificates issued under this Trust shall be in the form of one or more global certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A to the Related Pass Through Trust Agreement relating to the nature of the Exchange Certificates or to reflect the fact that the Certificates are being issued hereunder as opposed to the Related Pass Through Trust Agreement, as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange 24 -19- Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clause (i) and (ii) of the second sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The Definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Section 3.02. Restrictive Legends. All Initial Certificates issued for resale pursuant to Rule 144A or offered and sold to any Institutional Accredited Investor which is not a QIB (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) shall be "Restricted Certificates" and shall bear a legend to the following effect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH 25 -20- ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN. Section 3.03. Authentication of Certificates. (a) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. (b) Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trust notwithstanding that such individual has 26 -21- ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office on the date of such Certificates. Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (the "Register") of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such Certificates and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering such Certificates and transfers and exchanges of such Certificates as herein provided. The Company, upon notice to the Trustee, may change the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Trust, evidencing the same interest therein, and entitled to the same benefits under this Agreement, as the Certificates surrendered upon such registration of transfer or exchange. A Certificateholder may transfer a Certificate, or request that a Certificate be exchanged for Certificates in an aggregate Fractional Undivided Interest equal to the Fractional Undivided Interest of such Certificate surrendered for exchange of other authorized denominations, by surrender of such Certificate to the Trustee with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar; provided that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be provided to the Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent), and that ownership of a beneficial interest in the Certificate shall be required to be reflected in book-entry. When Certificates are presented to the Registrar with a request to register the transfer thereof or to exchange them for other authorized denominations of a Certificate in a Fractional Undivided Interest equal to the aggregate Fractional Undivided Interest of Certificates surrendered for exchange, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Certificates at the Registrar's request. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. 27 -22- Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates. (a) Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record DTC as the registered holder of such Global Certificate. (b) Transfers of any Global Certificate shall be limited to transfers of such Restricted Global Certificate or Regulation S Global Certificate in whole, but not in part, to DTC. Beneficial interests in the Restricted Global Certificate and any Regulation S Global Certificate may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 3.06. Beneficial interests in a Restricted Global Certificate or a Regulation S Global Certificate shall be (or, under the Related Pass Through Trust Agreement, may have been) delivered to all beneficial owners thereof in the form of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee that it is unwilling or unable to continue as depositary for such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, and a successor depositary is not appointed by the Trustee within 90 days of such notice, and (ii) after the occurrence and during the continuance of an Event of Default, owners of beneficial interests in a Global Certificate with Fractional Undivided Interests aggregating not less than a majority in interest in the Trust advise the Trustee, the Company and DTC through Agent Members in writing that the continuation of a book-entry system through DTC or its successor is no longer in their best interests. (c) Any beneficial interest in one of the Global Certificates that is transferred to a Person who takes delivery in the form of an interest in another Global Certificate will, upon such transfer, cease to be an interest in such Global Certificate and become an interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Certificate for as long as it remains such an interest. (d) In connection with the transfer of an entire Restricted Global Certificate or an entire Regulation S Global Certificate to the beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, an equal aggregate principal amount of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, of authorized denominations. None of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Trustee shall 28 -23- recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor clearing agency. (e) Any Definitive Certificate delivered in exchange for an interest in the Restricted Global Certificate pursuant to paragraph (b) of this Section 3.05 shall, except as otherwise provided by paragraph (e) of Section 3.06, bear the Restricted Legend. (f) Prior to the expiration of the Restricted Period, any Regulation S Definitive Certificate delivered in exchange for an interest in a Regulation S Global Certificate pursuant to paragraph (b) of this Section shall bear the Restricted Legend. (g) The registered holder of any Restricted Global Certificate or Regulation S Global Certificate may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Certificates. Section 3.06. Special Transfer Provisions. Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to such Initial Certificates: (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person: (i) The Registrar shall register the transfer of any Certificate, whether or not bearing the Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the 29 -24- principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and the Trustee shall execute, authenticate and deliver to the transferor or at its direction, one or more Restricted Definitive Certificates of like tenor and amount. (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the Restricted Period, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) Upon receipt by the Registrar of the documents required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificates or interests in such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the amount of such Regulation S Global Certificate so transferred. (c) Transfers of Interests in the Regulation S Global Certificate or Regulation S Definitive Certificates. After the expiration of the Restricted Period, the Registrar shall register any transfer of interests in any Regulation S Global Certificate or Regulation S Definitive Certificates without requiring any additional certification. Until the expiration of the Restricted Period, interests in the Regulation S Global Certificate may only be held through Agent Members acting for and on behalf of Euroclear and Clearstream. (d) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: 30 -25- (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit A hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit A from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate. (e) Restricted Legend. Upon the transfer, exchange or replacement of Certificates not bearing the Restricted Legend, the Registrar shall deliver Certificates that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Certificates bearing the Restricted Legend, the Registrar shall deliver only Certificates that bear the Restricted Legend unless either (i) the circumstances contemplated by paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f) General. By acceptance of any Certificate bearing the Restricted Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Registrar shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in this Agreement. In connection with any transfer of Certificates, each Certificateholder agrees by its acceptance of the Certificates to furnish the Registrar or the Trustee such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with the terms and provisions of this Article III; 31 -26- provided that the Registrar shall not be required to determine the sufficiency of any such certifications, legal opinions or other information. Until such time as no Certificates remain Outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Registrar or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or bond, as may be required by them to save each of them harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Fractional Undivided Interest and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Certificate under this Section 3.07, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.07 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. Section 3.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Trustee, the Registrar and any Paying Agent may treat the Person in whose name any Certificate is registered (as of the day of determination) as the owner of such Certificate for the purpose of receiving distributions pursuant to Article IV and for all other purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent shall be affected by any notice to the contrary. Section 3.09. Cancellation. All Certificates surrendered for payment or transfer or exchange shall, if surrendered to the Trustee or any agent of the Trustee other than the Registrar, be delivered to the Registrar for cancellation and shall promptly be canceled by it. No Certificates shall be authenticated in lieu of or in exchange for any Certificates canceled as provided in this Section, except as expressly permitted by this Agreement. All canceled 32 -27- Certificates held by the Registrar shall be destroyed and a certification of their destruction delivered to the Trustee. Section 3.10. Temporary Certificates. Until definitive Certificates are ready for delivery, the Trustee shall authenticate temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have insertions, substitutions, omissions and other variations determined to be appropriate by the officers executing the temporary Certificates, as evidenced by their execution of such temporary Certificates. If temporary Certificates are issued, the Trustee will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver in exchange therefor a like face amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates. Section 3.11. Limitation of Liability for Payments. All payments and distributions made to Certificateholders in respect of the Certificates shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of Article IV of this Agreement. Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property for any payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Policy Provider, the Owner Trustees or the Owner Participants, except as otherwise expressly provided herein or in the Intercreditor Agreement. The Company is a party to this Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation or liability hereunder (except as otherwise expressly provided herein). Section 3.12 ERISA Restrictive Legend. All Certificates issued pursuant to this Agreement shall bear a legend to the following effect (the "ERISA Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: "BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS." 33 -28- By acceptance of any Certificate bearing the ERISA Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Trustee shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in such legend. ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account and Special Payments Account. (a) The Trustee shall maintain on behalf of the Certificateholders a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when a Scheduled Payment is made to the Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account. (b) The Trustee shall maintain on behalf of the Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04. The Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement and upon the payment of the Special Redemption Premium to the Trustee under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account. (c) The Trustee shall cause the Subordination Agent to present to the related Loan Trustee of each Equipment Note such Equipment Note on the date of its stated final maturity or, in the case of any Equipment Note which is to be redeemed in whole pursuant to the related Indenture, on the applicable redemption date under such Indenture. Section 4.02. Distributions from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on such date, the Trustee shall distribute out of the Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Certificate Account, except that, with respect to Certificates registered on the Record Date in the 34 -29- name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment Notes held in the related Trust or realized upon the sale of such Equipment Notes or receipt of the Special Redemption Premium, the Trustee shall distribute out of the Special Payments Account the entire amount of such Special Payment deposited therein pursuant to Section 4.01(b). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Special Payments Account on account of such Special Payment, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) The Trustee shall cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the event of redemption or purchase of Equipment Notes held in the Trust, such notice shall be mailed not less than 20 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase. In the event of the payment of a Special Redemption Premium by the Company to the Trustee under the Note Purchase Agreement, such notice shall be mailed, together with the notice by the Escrow Paying Agent under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the Special Distribution Date for such amount, which Special Distribution Date shall be the Final Withdrawal Date. In the case of distributions pursuant to Section 3.7(c) or Section 3.7(e) of the Intercreditor Agreement, the Trustee will mail notice to the Certificateholders stating the Special Distribution Date, the related Record Date, the amount of such distribution and the reason for such distribution. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment, stating the Special Distribution Date for such Special Payment which shall occur not less than 20 days after the date of such notice and as soon as practicable thereafter. Notices mailed by the Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.01), (ii) the amount of the Special Payment for each $1,000 face amount Certificate and the amount thereof constituting principal, premium, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. 35 -30- If the amount of (i) premium, if any, payable upon the redemption or purchase of an Equipment Note or (ii) the Special Redemption Premium, if any, has not been calculated at the time that the Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any premium received will also be distributed. If any redemption of the Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register. Section 4.03. Statements to Certificateholders. (a) On each Distribution Date, the Trustee will include with each distribution to Certificateholders of a Scheduled Payment or Special Payment, as the case may be, a statement setting forth the information provided below (in the case of a Special Payment, including any Special Redemption Premium, reflecting in part the information provided by the Escrow Paying Agent under the Escrow Agreement). Such statement shall set forth (per $1,000 face amount Certificate as to (ii), (iii), (iv) and (v) below) the following information: (i) the aggregate amount of funds distributed on such Distribution Date hereunder and under the Escrow Agreement, indicating the amount allocable to each source; (ii) the amount of such distribution hereunder allocable to principal and the amount allocable to premium (including the Special Redemption Premium), if any; (iii) the amount of such distribution hereunder allocable to interest; and (iv) the amount of such distribution under the Escrow Agreement allocable to interest; (v) the amount of such distribution under the Escrow Agreement allocable to Deposits; and (vi) the Pool Balance and the Pool Factor. With respect to the Certificates registered in the name of DTC, on the Record Date prior to each Distribution Date, the Trustee will request that DTC post on its internet bulletin board a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such Record Date. (b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Certificateholder of record during a portion of such calendar year, for such portion of such year, and such other items as are readily available to the Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its federal income tax returns. Such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the Agent Members and shall be delivered by the Trustee to such Agent Members to be available for 36 -31- forwarding by such Agent Members to the holders of interests in the Certificates in the manner described in Section 4.03(a). (c) Promptly following (i) the Transfer Date, if there has been any change in the information set forth in clauses (x), (y) and (z) below from that set forth in pages 56 of the Offering Circular, and (ii) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Equipment Notes held in the Trust, or any Final Withdrawal, the Trustee shall furnish to Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the Certificates registered in the name of DTC, on the Transfer Date, the Trustee will request from DTC a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the "Certificates" (as defined in the Related Pass Through Trust Agreement) on the Delivery Period Termination Date. The Trustee will mail to each such Agent Member the statement described above and will make available additional copies as requested by such Agent Member for forwarding to holders of interests in the Certificates. Section 4.04. Investment of Special Payment Moneys. Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment. ARTICLE V THE COMPANY Section 5.01. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, except as permitted by Section 5.02. Section 5.02. Consolidation, Merger, Etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, 37 -32- (ii) a "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. Section 1110); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of this Agreement, the Other Pass Through Trust Agreements and each Financing Document to be performed or observed by the Company; and (c) the Company shall have delivered to the Trustee an Officer's Certificate of the Company reasonably satisfactory to the Trustee, stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing any successor corporation or Person which shall have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement and any Financing Document to which it is a party. ARTICLE VI DEFAULT Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the occurrence and during the continuation of any Indenture Default under any Indenture, with ten days' written notice to the Trustee and each Certificateholder, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the Intercreditor Agreement), direct the exercise of remedies as provided in the Intercreditor Agreement. (b) Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at any time within 180 days after the occurrence and during the continuation of a Triggering Event, (i) each Class C Certificateholder shall have the right to purchase all, but not less than all, of the Certificates upon ten days' written notice to the Trustee and each other 38 -33- Class C Certificateholder, provided that (A) if prior to the end of such ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to participate in such purchase, then such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but not less than all, of the Certificates pro rata based on the Fractional Undivided Interest in the Class C Trust held by each such Class C Certificateholder and (B) if prior to the end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall lose its right to purchase the Certificates pursuant to this Section 6.01(b); (ii) each Class D Certificateholder shall have the right (which shall not expire upon any purchase of the Certificates pursuant to clause (i) above) to purchase all, but not less than all, of the Certificates and the Class C Certificates upon ten days' written notice to the Trustee, the Class C Trustee and each other Class D Certificateholder, provided that (A) if prior to the end of such ten-day period any other Class D Certificateholder notifies such purchasing Class D Certificateholder that such other Class D Certificateholder wants to participate in such purchase, then such other Class D Certificateholder may join with the purchasing Class D Certificateholder to purchase all, but not less than all, of the Certificates and the Class C Certificates pro rata based on the Fractional Undivided Interest in the Class D Trust, taken as a whole, held by each such Class D Certificateholder and (B) if prior to the end of such ten-day period any other Class D Certificateholder fails to notify the purchasing Class D Certificateholder of such other Class D Certificateholder's desire to participate in such a purchase, then such other Class D Certificateholder shall lose its right to purchase the Certificates pursuant to this Section 6.01(b); and (iii) whether or not any Class C Certificateholders or Class D Certificateholders exercise their right to purchase pursuant to clause (i) or (ii) above, the Policy Provider, if it is then the Controlling Party and 180 days have elapsed since the occurrence of a Triggering Event that is continuing, shall have the right (except in the event of a Policy Provider Default) to purchase all, but not less than all, of the Certificates upon ten days' written notice to the Trustee and the Certificateholders. The purchase price with respect to the Certificates shall be equal to the Pool Balance of the Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing Document or on or in respect of the Certificates; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates shall be effective unless the purchaser(s) shall certify to the 39 -34- Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement and the Other Pass Through Trust Agreements, the Certificates, the Class C Certificates and the Class D Certificates which are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01(b). Each Certificateholder agrees by its acceptance of its Certificate that it will, subject to Section 3.04 hereof, upon payment from such Class C Certificateholder(s) or Class D Certificateholder(s), as the case may be, of the purchase price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Policy, the Financing Documents and all Certificates and Escrow Receipts held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Policy, the Financing Documents and all such Certificates and Escrow Receipts. The Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates (whether in the form of Definitive Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser(s) and receive the purchase price for such Certificates and (ii) if the purchaser(s) shall so request, such Certificateholder will comply with all the provisions of Section 3.04 hereof to enable new Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof. As used in this Section 6.01(b), the terms "Class C Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee", "Class D Certificate", "Class D Trust" and "Class D Trustee", shall have the respective meanings assigned to such terms in the Intercreditor Agreement. Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable: (1) Certificateholders and Trustee May Purchase Equipment Notes. Any Certificateholder, the Trustee in its individual or any other capacity or any other Person may bid for and purchase any of the Equipment Notes, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Equipment Notes in their own absolute right without further accountability. (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee making such sale shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its 40 -35- personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (3) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Agreement or otherwise for the enforcement of this Agreement shall be applied as provided in Section 4.02. Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit. If there shall be a failure to make payment of the principal of, premium, if any, or interest on any Equipment Note, or if there shall be any failure to pay Rent (as defined in the relevant Lease) under any Lease when due and payable, then the Trustee, in its own name and as trustee of an express trust, as holder of such Equipment Notes, to the extent permitted by and in accordance with the terms of the Intercreditor Agreement and the Financing Documents (subject to the rights of the applicable Owner Trustee or Owner Participant to cure any such failure to pay principal of, premium, if any, or interest on any Equipment Note or to pay Rent under any Lease in accordance with the applicable Indenture), shall be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. Section 6.04. Control by Certificateholders. Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes, provided that: (1) such Direction shall not be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction. Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust (i) may on behalf of all of the Certificateholders waive any past Event of Default hereunder and its consequences or (ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct the applicable Loan Trustee to waive any past Indenture Default under any Indenture and its consequences, and thereby annul any 41 -36- Direction given by such Certificateholders or the Trustee to such Loan Trustee with respect thereto, except a default: (1) in the deposit of any Scheduled Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02 on the Certificates, or (2) in the payment of the principal of (premium, if any) or interest on the Equipment Notes, or (3) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of each Certificateholder holding an Outstanding Certificate affected thereby. Upon any such waiver, such default shall cease to exist with respect to the Certificates and any Event of Default arising therefrom shall be deemed to have been cured for every purpose and any direction given by the Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued under the relevant Indenture to waive the corresponding Indenture Default. Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding, including, without limitation, Section 6.07 hereof, but subject to the Intercreditor Agreement, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Regular Distribution Date or Special Distribution Date, shall not be impaired or affected without the consent of such Certificateholder. Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions. A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Agreement, for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, unless: (1) such Certificateholder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 7.03(e); (3) the Trustee shall have refused or neglected to institute such an action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Certificateholders holding Certificates 42 -37- evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. It is understood and intended that no one or more of the Certificateholders shall have any right in any manner whatsoever hereunder or under the Certificates to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property or the lien of any Indenture on any property subject thereto, or the rights of the Certificateholders or the holders of the Equipment Notes, (ii) obtain or seek to obtain priority over or preference with respect to any other such Certificateholder or (iii) enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all the Certificateholders subject to the provisions of this Agreement. Section 6.08. Remedies Cumulative. Every remedy given hereunder to the Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. ARTICLE VII THE TRUSTEE Section 7.01. Certain Duties and Responsibilities. (a) Except during the continuation of an Event of Default, the Trustee undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; and (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 43 -38- Section 7.02. Notice of Defaults. As promptly as practicable after, and in any event within 90 days after, the occurrence of any default (as such term is defined below) hereunder, the Trustee shall transmit by mail to the Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the Certificateholders in accordance with Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default on the payment of the principal, premium, if any, or interest on any Equipment Note held in the Trust, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Certificateholders. For the purpose of this Section, the term "default" means any event that is, or after notice or lapse of time or both would become, an Event of Default. Section 7.03. Certain Rights of Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act: (a) the Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written description of the subject matter thereof accompanied by an Officer's Certificate and an Opinion of Counsel as provided in Section 1.02 of this Agreement; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Company, any Owner Trustee or any Loan Trustee; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the Direction of any of the Certificateholders pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; 44 -39- (g) the Trustee may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Agreement; (h) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (i) the Trustee shall not be required to expend or risk its own funds in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. Section 7.04. Not Responsible for Recitals or Issuance of Certificates. The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. Subject to Section 7.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement, any Equipment Notes, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any other Financing Document, except that the Trustee hereby represents and warrants that this Agreement has been, and the Intercreditor Agreement, the Registration Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each Certificate will be, executed, authenticated and delivered by one of its officers who is duly authorized to execute, authenticate and deliver such document on its behalf. Section 7.05. May Hold Certificates. The Trustee, any Paying Agent, Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if applicable, may otherwise deal with the Company, the Owner Trustees or the Loan Trustees with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent. Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein. Section 7.07. Compensation and Reimbursement. The Company agrees: (1) to pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as set forth in a written fee letter dated the date hereof between the Company and the Trustee, which letter is incorporated 45 -40- herein by reference (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its undertaking its normal administrative functions, or its negligence, willful misconduct or bad faith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee for, and to hold it harmless against, any loss, liability, expense or Tax (other than for or with respect to any Unindemnified Tax) incurred without negligence, willful misconduct or bad faith, on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for any such loss, liability or expense incurred by reason of the Trustee's breach of its covenants hereunder or under any Financing Document to which it is a party or its representations and warranties set forth in Section 7.15 or in any other Financing Document, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect hereto or any of the Financing Documents, which amendments, supplements, waivers or consents are not required pursuant to the terms of the Financing Documents and not requested by the Company, any loss of tax benefits, any Unindemnified Tax, or increase in tax liability under any tax law whether or not the Company is required to indemnify thereof or pursuant to this Agreement or any costs associated with overhead or normal administration hereunder or any voluntary resignation pursuant to Section 7.09. With respect to paragraph (3) above, the Trustee shall notify the Company promptly of any claim for which it may seek indemnity and the Company shall make payment on any such claim within 30 days of written demand thereof (delivered together with supporting documentation). The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel with the consent of the Company and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made, in settlement or otherwise, without its consent. With respect to any Tax other than an Unindemnified Tax, the Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, the Trust Property for any such Tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other than any Tax attributable to the Trustee's compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such Tax. If the Trustee reimburses itself from the Trust Property of such Trust for any such Tax, it will mail a brief report within 30 days setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. 46 -41- Section 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000). If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08 to act as Trustee, the Trustee shall resign immediately as Trustee in the manner and with the effect specified in Section 7.09. Section 7.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10. (b) The Trustee may resign at any time as trustee by giving prior written notice thereof to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee and to the Company, the Owner Trustees and the Loan Trustees. (d) If at any time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act, if applicable, after written request therefor by the Company or by any Certificateholder who has been a bona fide Certificateholder for at least six months; or (2) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Certificateholder; or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 47 -42- then, in any case, (i) the Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. (f) If the Trustee shall resign, be removed or become incapable of acting or if a vacancy shall occur in the office of the Trustee for any cause, the Company shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or other occurrence of such vacancy, a successor Trustee shall be appointed by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring Trustee, and the Company approves such appointment, which approval shall not be unreasonably withheld, then the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. If no successor Trustee shall have been so appointed as provided above and accepted appointment in the manner hereinafter provided, any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (g) The successor Trustee shall give notice of the resignation and removal of the Trustee and appointment of the successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as their names and addresses appear in the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. Section 7.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. 48 -43- No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII. Section 7.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been executed or authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such execution or authentication and deliver the Certificates so executed or authenticated with the same effect as if such successor Trustee had itself executed or authenticated such Certificates. Section 7.12. Maintenance of Agencies. (a) There shall at all times be maintained an office or agency in the location set forth in Section 12.03 where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Trustee in respect of such certificates or this Agreement may be served; provided, however, that, if it shall be necessary that the Trustee maintain an office or agency in another location (e.g., the Certificates shall be represented by Definitive Certificates and shall be listed on a national securities exchange), the Trustee will make all reasonable efforts to establish such an office or agency. Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address specified in the Financing Documents or such other address as may be notified to the Trustee) and the Certificateholders. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. (b) There shall at all times be a Registrar and a Paying Agent hereunder with respect to the Certificates. Each such Authorized Agent shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, or, if the Trustee shall be acting as the Registrar or Paying Agent hereunder, a corporation having a combined capital and surplus in excess of $5,000,000, the obligations of which are guaranteed by a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, and shall be authorized under such laws to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Trustee shall initially be the Paying Agent and, as provided in Section 3.04, Registrar hereunder with respect to the Certificates. Each Registrar shall furnish to the Trustee, at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the Register maintained by such Registrar. 49 -44- (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, the Owner Trustees and the Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee shall mail notice of such appointment to all Certificateholders as their names and addresses appear on the Register. (e) The Company agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses as set forth in the letter agreement referred to in Section 7.07 hereof. Section 7.13. Money for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying Agent for the purpose of any payment on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Certificateholders with respect to which such money was deposited. The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Section 7.14. Registration of Equipment Notes in Name of Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes. 50 -45- Section 7.15. Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (a) the Trustee is a Delaware banking corporation organized and validly existing in good standing under the laws of the State of Delaware; (b) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and this Agreement, the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a 51 -46- party constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law. Section 7.16. Withholding Taxes, Information Reporting. The Trustee, as trustee of the grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, and interest and other amounts due under this Agreement or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law. Section 7.17. Trustee's Liens. The Trustee in its individual capacity agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim ("Trustee's Liens") on or with respect to the Trust Property which is attributable to the Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder or in its individual capacity and which arises out of acts or omissions on the part of the Trustee which are not contemplated by this Agreement. Section 7.18. Preferential Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed as Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders. The Company will furnish to the Trustee within 15 days after each Record Date with respect to a Scheduled Payment, and at such other times as the Trustee may request in writing within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the Certificateholders, in each case as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the sole Registrar, no such list need be furnished; and provided further, however, that 52 -47- no such list need be furnished for so long as a copy of the Register is being furnished to the Trustee pursuant to Section 7.12. Section 8.02. Preservation of Information; Communications to Certificateholders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders contained in the most recent list furnished to the Trustee as provided in Section 7.12 or Section 8.01, as the case may be, and the names and addresses of Certificateholders received by the Trustee in its capacity as Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a new list so furnished. Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first full year following the date hereof, the Trustee shall transmit to the Certificateholders, as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if required by Section 313(a) of the Trust Indenture Act. Section 8.04. Reports by the Company. The Company shall: (a) file with the Trustee, within 30 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; (b) during any period, prior to the consummation of the Exchange Offer and during which the Shelf Registration Statement is not in effect, in which the Company is not subject to Section 13(a), 13(c) or 15(d) under the Securities Exchange Act of 1934, make available to any Holder of the Certificates in connection with any sale thereof and any prospective purchaser of the Certificates from such Holder, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act but only for so long as any of the Certificates remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, in any event, only until the second anniversary of the Issuance Date; (c) file with the Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 1.02; 53 -48- (d) transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (c) of this Section 8.04 as may be required by rules and regulations prescribed by the SEC; and (e) furnish to the Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer, any Vice President (or more senior ranking officer) or the principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Agreement (it being understood that for purposes of this paragraph (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Agreement). ARTICLE IX SUPPLEMENTAL AGREEMENTS Section 9.01. Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Policy Provider Agreement or any Liquidity Facility; or (2) to add to the covenants of the Company for the benefit of the Certificateholders, or to surrender any right or power conferred upon the Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility; or (3) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders; or 54 -49- (4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or (6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or (7) to provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or (8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. Section 9.02. Supplemental Agreements with Consent of Certificateholders. With the consent of the Certificateholders holding Certificates (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, which consent shall not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Policy, the Policy Provider Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Policy, the Policy Provider Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: 55 -50- (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee (or, with respect to the Deposits, the Certificateholders) of payments on the Equipment Notes or other Trust Property held in the Trust or on the Deposits or distributions that are required to be made herein on any Certificate, or change any date of payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note included in the Trust Property except as permitted by this Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Notes in the Trust; or (3) reduce the specified percentage of the aggregate Fractional Undivided Interests of the Trust which is required for any such supplemental agreement, or reduce such specified percentage required for any waiver of compliance with certain provisions of this Agreement or certain defaults hereunder and their consequences provided for in this Agreement; or (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the Intercreditor Agreement in a manner adverse to the Certificateholders; or (5) modify any of the provisions of this Section 9.02 or Section 6.05, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby; or (6) adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. It shall not be necessary for any Direction of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Direction shall approve the substance thereof. Section 9.03. Documents Affecting Immunity or Indemnity. Except for the performance of its covenants herein, if in the opinion of the Trustee any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity or indemnity in favor of the Trustee under this Agreement, the Trustee may in its discretion decline to execute such document. Section 9.04. Execution of Supplemental Agreements. In executing, or accepting the additional trusts created by, any agreement permitted by this Article or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. 56 -51- Section 9.05. Effect of Supplemental Agreements. Upon the execution of any agreement supplemental to this Agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of a Certificate theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.06. Conformity with Trust Indenture Act. Every supplemental agreement executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.07. Reference in Certificates to Supplemental Agreements. Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand. ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS Section 10.01. Amendments and Supplements to Indentures and Financing Documents. In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture, any other Financing Document, any Equipment Note or any other related document, the Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder registered on the Register as of the date of such notice. The Trustee shall request from the Certificateholders a Direction as to (a) whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of such Equipment Note has the option to direct, (b) whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as a holder of such Equipment Note or a Controlling Party and (c) how to vote (or direct the Subordination Agent to vote) any Equipment Note if a vote has been called for with respect thereto. Provided such a request for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing), (i) other than as Controlling Party, the Trustee shall vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (A) the aggregate face amounts of all Certificates actually voted in favor of or for giving consent to such action by such Direction of Certificateholders to (B) the aggregate face amount of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall vote as directed in such Certificateholder Direction by the Certificateholders evidencing a Fractional Undivided Interest aggregating not less than a majority in interest in the Trust. For purposes of the immediately preceding sentence, a Certificate shall have been "actually voted" if the Holder of such Certificate has delivered to the Trustee an instrument evidencing such Holder's consent to such Direction prior to two Business Days before the Trustee directs such action or casts such vote or 57 -52- gives such consent. Notwithstanding the foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination Agent to consent and notify the Loan Trustee of such consent) to any amendment, modification, waiver or supplement under the relevant Indenture, any other Financing Document, any Equipment Note or any other related document, if an Event of Default hereunder shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. ARTICLE XI TERMINATION OF TRUST Section 11.01. Termination of the Trust. The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment on the final Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company. 58 -53- ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties hereto or any of them. Section 12.02. Certificates Nonassessable and Fully Paid. Except as set forth in the last sentence of this Section 12.02, Certificateholders shall not be personally liable for obligations of the Trust, the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates, upon authentication thereof by the Trustee pursuant to Section 3.03, are and shall be deemed fully paid. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Trust, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association. Neither the existence of the Trust nor any provision herein is intended to or shall limit the liability the Certificateholders would otherwise incur if the Certificateholders owned Trust Property as co-owners, or incurred any obligations of the Trust, directly rather than through the Trust. Section 12.03. Notices. (a) Unless otherwise specifically provided herein, all notices required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or telecopy, and any such notice shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business Day, if to the Company, to: America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 Attention: Vice President-Treasurer Facsimile: (602) 693-5886 if to the Trustee, to: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 59 -54- Attention: Corporate Trust Department Facsimile: (302) 651-8882 Telephone: (302) 651-8584 (b) The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. (c) Any notice or communication to Certificateholders shall be mailed by first-class mail to the addresses for Certificateholders shown on the Register kept by the Registrar. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders. (d) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it. (e) If the Company mails a notice or communication to the Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent at the same time. (f) Notwithstanding the foregoing, all communications or notices to the Trustee shall be deemed to be given only when received by a Responsible Officer of the Trustee. (g) The Trustee shall promptly furnish the Company with a copy of any demand, notice or written communication received by the Trustee hereunder from any Certificateholder, Owner Trustee or Loan Trustee. Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 12.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the Trust, or of the Certificates or the rights of the Certificateholders thereof. Section 12.06. Trust Indenture Act Controls. Upon the occurrence of any Registration Event, this Agreement shall become subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions. From and after any Registration Event, if any provision of this Agreement limits, qualifies or conflicts with another provision which is required to be included in this Agreement by the Trust Indenture Act, the required provision shall control. 60 -55- Section 12.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 12.08.Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Trustee and the Company shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 12.09. Benefits of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. Section 12.10. Legal Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate shall not be a Business Day, then (notwithstanding any other provision of this Agreement) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period. Section 12.11. Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Section 12.12. Intention of Parties. The parties hereto intend that the Trust be classified for U.S. federal income tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as amended, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder and Investor, by its acceptance of its Certificate or a beneficial interest therein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The powers granted and obligations undertaken pursuant to this Agreement shall be so construed so as to further such intent. 61 -56- IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first written above. AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir --------------------------------------- Name: Thomas T. Weir Title: Vice President and Treasurer WILMINGTON TRUST COMPANY, as Trustee By: /s/ W. Chris Sponenberg --------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 62 EXHIBIT A FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration Re: America West Airlines Pass Through Trust, Series 2001-1G-S (the "Trust") America West Airlines Pass Through Certificates, Series 2001-1G-S (the "Certificates") Ladies and Gentlemen: In connection with our proposed sale of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: (1) the offer of the Certificates was not made to a person in the United States or to or for the account or benefit of a U.S. person; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 63 A-2 You and America West Airlines, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] 64 EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1G-S (the "Trust") Pass Through Certificates, Series 2001-1G-S (the "Certificates") Ladies and Gentlemen: In connection with our proposed purchase of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that: 1. We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc. (the "Company") and Wilmington Trust Company (the "Trustee") relating to the Certificates, and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the "Securities Act"). 2. We are purchasing Certificates having an aggregate principal amount of not less than $100,000 and each account (if any) for which we are purchasing Certificates is purchasing Certificates having an aggregate principal amount of not less than $100,000. 3. We understand that the Certificates have not been registered under the Securities Act, that the Certificates are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act and that the Certificates may not be offered or resold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that, if we should sell any Certificates within two years after the later of the original issuance of such Certificate and the last date on which such Certificate is owned by the Company, the Trustee or any affiliate of any 65 B-2 of such persons, we will do so only (A) to the Company, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Certificates are restricted as stated herein. 4. We understand that, on any proposed resale of any Certificates, we will be required to furnish to the Company and the Trustee such certifications, legal opinions and other information as the Trustee may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. 5. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investments. 6. We are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless to the understanding that the disposition of our property shall at all times be and remain within our control. You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy thereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: _____________________________ Name: Title: EX-4.6 5 p65531ex4-6.txt EX-4.6 1 EXHIBIT 4.6 EXECUTION COPY - -------------------------------------------------------------------------------- PASS THROUGH TRUST AGREEMENT Dated as of May 17, 2001 between AMERICA WEST AIRLINES, INC. and WILMINGTON TRUST COMPANY, as Trustee America West Airlines Pass Through Trust, Series 2001-1C-O 8.37% Initial Pass Through Certificates, Series 2001-1C-O 8.37% Exchange Pass Through Certificates, Series 2001-1C-O - -------------------------------------------------------------------------------- 2 Reconciliation and tie between America West Airlines Pass Through Trust Agreement, Series 2001-1C-O dated as of May 17, 2001, and the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through Trust Agreement. Trust Indenture Act Pass Through Trust of 1939 Section Agreement Section ------------------ ----------------- 310(a)(1) 7.08 (a)(2) 7.08 312(a) 3.05; 8.01; 8.02 313(a) 7.06; 8.03 314(a) 8.04(a),(c) & (d) (a)(4) 8.04(e) (c)(1) 1.02 (c)(2) 1.02 (d)(1) 7.13; 11.01 (d)(2) 7.13; 11.01 (d)(3) 2.01 (e) 1.02 315(b) 7.02 316(a)(last sentence) 1.04(c) (a)(1)(A) 6.04 (a)(1)(B) 6.05 (b) 6.06 (c) 1.04(e) 317(a)(1) 6.03 (b) 7.13 318(a) 12.06 3 TABLE OF CONTENTS SECTION PAGE ARTICLE I DEFINITIONS ........................................................2 Section 1.01. Definitions .................................................2 Section 1.02. Compliance Certificates and Opinions .......................14 Section 1.03. Form of Documents Delivered to Trustee .....................14 Section 1.04. Directions of Certificateholders ...........................14 ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES ............................................................16 Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes ......................................................16 Section 2.02. Withdrawal of Deposits .....................................17 Section 2.03. Acceptance by Trustee ......................................17 Section 2.04. Limitation of Powers .......................................17 ARTICLE III THE CERTIFICATES ................................................18 Section 3.01. Title, Form, Denomination and Execution of Certificates ....18 Section 3.02. Restrictive Legends ........................................20 Section 3.03. Authentication of Certificates .............................21 Section 3.04. Transfer and Exchange ......................................22 Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates ..........23 Section 3.06. Special Transfer Provisions ................................24 Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates ..........27 Section 3.08. Persons Deemed Owners ......................................27 Section 3.09. Cancellation ...............................................27 Section 3.10. Temporary Certificates .....................................28 Section 3.11. Limitation of Liability for Payments .......................28 Section 3.12 ERISA Restrictive Legend ...................................28 ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS ..................29 Section 4.01. Certificate Account and Special Payments Account ...........29 Section 4.02. Distributions from Certificate Account and Special Payments Account ...........................................29 Section 4.03. Statements to Certificateholders ...........................31 Section 4.04. Investment of Special Payment Moneys .......................32 ARTICLE V THE COMPANY .......................................................32 Section 5.01. Maintenance of Corporate Existence .........................32 Section 5.02. Consolidation, Merger, etc. ................................32 ARTICLE VI DEFAULT ..........................................................33 Section 6.01. Events of Default ..........................................33 Section 6.02. Incidents of Sale of Equipment Notes .......................35 Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit 36 4 SECTION PAGE Section 6.04 Control by Certificateholders ..............................36 Section 6.05. Waiver of Past Defaults ....................................36 Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired ................................................37 Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions .........................................37 Section 6.08. Remedies Cumulative ........................................38 ARTICLE VII THE TRUSTEE .....................................................38 Section 7.01. Certain Duties and Responsibilities ........................38 Section 7.02. Notice of Defaults .........................................39 Section 7.03. Certain Rights of Trustee ..................................39 Section 7.04. Not Responsible for Recitals or Issuance of Certificates ...............................................40 Section 7.05. May Hold Certificates ......................................40 Section 7.06. Money Held in Trust ........................................40 Section 7.07. Compensation and Reimbursement .............................40 Section 7.08. Corporate Trustee Required; Eligibility ....................42 Section 7.09 Resignation and Removal; Appointment of Successor ..........42 Section 7.10. Acceptance of Appointment by Successor .....................43 Section 7.11. Merger, Conversion, Consolidation or Succession to Business ...................................................44 Section 7.12. Maintenance of Agencies ....................................44 Section 7.13. Money for Certificate Payments to Be Held in Trust .........45 Section 7.14. Registration of Equipment Notes in Name of Subordination Agent ........................................45 Section 7.15. Representations and Warranties of Trustee ..................46 Section 7.16. Withholding Taxes, Information Reporting ...................46 Section 7.17. Trustee's Liens ............................................47 Section 7.18. Preferential Collection of Claims ..........................47 ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE ...............47 Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders ......................................47 Section 8.02. Preservation of Information; Communications to Certificateholders .........................................47 Section 8.03. Reports by Trustee .........................................48 Section 8.04. Reports by the Company .....................................48 ARTICLE IX SUPPLEMENTAL AGREEMENTS ..........................................49 Section 9.01. Supplemental Agreements Without Consent of Certificateholders .........................................49 Section 9.02. Supplemental Agreements with Consent of Certificateholders .........................................50 Section 9.03. Documents Affecting Immunity or Indemnity ..................51 Section 9.04. Execution of Supplemental Agreements .......................51 Section 9.05. Effect of Supplemental Agreements ..........................51 Section 9.06. Conformity with Trust Indenture Act ........................52 Section 9.07. Reference in Certificates to Supplemental Agreements .......52 ii 5 SECTION PAGE ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS ..................52 Section 10.01. Amendments and Supplements to Indentures and Financing Documents ..................................................52 ARTICLE XI TERMINATION OF TRUST .............................................53 Section 11.01. Termination of the Trust ...................................53 ARTICLE XII MISCELLANEOUS PROVISIONS ........................................55 Section 12.01. Limitation on Rights of Certificateholders .................55 Section 12.02. Certificates Nonassessable and Fully Paid ..................55 Section 12.03. Notices ....................................................55 Section 12.04. Governing Law ..............................................56 Section 12.05. Severability of Provisions .................................57 Section 12.06. Trust Indenture Act Controls ...............................57 Section 12.07. Effect of Headings and Table of Contents ...................57 Section 12.08. Successors and Assigns .....................................57 Section 12.09. Benefits of Agreement ......................................57 Section 12.10. Legal Holidays .............................................57 Section 12.11. Counterparts ...............................................57 Section 12.12. Intention of Parties .......................................57 Exhibit A - Form of Certificate Exhibit B - Form of Certificate to Request Removal of Restricted Legend Exhibit C - Form of Certificate to be Delivered by an Institutional Accredited Investor Exhibit D - Form of Assignment and Assumption Agreement Exhibit E - Form of Notice to Withholding Agent iii 6 PASS THROUGH TRUST AGREEMENT This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the "Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1C-O and the issuance of 8.37% America West Airlines Pass Through Trust, Series 2001-1C-O Pass Through Certificates representing fractional undivided interests in the Trust. WITNESSETH: WHEREAS, the Company has obtained commitments from AVSA for the delivery of certain Aircraft; WHEREAS, the Company intends to finance (or refinance) the acquisition of the Aircraft either (i) through separate leveraged lease transactions in which the Company will lease such aircraft (collectively, the "Leased Aircraft") or (ii) through separate secured loan transactions in which the Company will own such Aircraft (collectively, the "Owned Aircraft"); WHEREAS, in the case of each Leased Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner Participant, will issue pursuant to an Indenture, on a non-recourse basis, three series of Equipment Notes in order to finance a portion of its purchase price of such Leased Aircraft; WHEREAS, in the case of each Owned Aircraft, the Company will issue pursuant to an Indenture, on a recourse basis, three series of Equipment Notes to finance a portion of the purchase price of such Owned Aircraft; WHEREAS, the Trustee, upon execution and delivery of this Agreement, hereby declares the creation of the Trust for the benefit of the Certificateholders, and the initial Certificateholders, as the grantors of the Trust, by their respective acceptances of the Certificates, join in the creation of this Trust with the Trustee; WHEREAS, all Certificates to be issued by the Trust will evidence fractional undivided interests in the Trust and will convey no rights, benefits or interests in respect of any property other than the Trust Property except for those Certificates to which an Escrow Receipt has been affixed; WHEREAS, the Escrow Agent and the Initial Purchasers have contemporaneously herewith entered into an Escrow Agreement with the Escrow Paying Agent pursuant to which the Initial Purchasers have delivered to the Escrow Agent the proceeds from the sale of the Certificates and have irrevocably instructed the Escrow Agent to withdraw and pay funds from such proceeds upon request and proper certification by the Trustee to purchase Equipment Notes; WHEREAS, the Escrow Agent on behalf of the Certificateholders has contemporaneously herewith entered into a Deposit Agreement with the Depositary under which 7 -2- the Deposits referred to therein will be made and from which it will withdraw funds to allow the Trustee to purchase Equipment Notes from time to time prior to the Delivery Period Termination Date; WHEREAS, pursuant to the terms and conditions of this Agreement and the Note Purchase Agreement, upon or following delivery of an Aircraft, the Trustee on behalf of the Trust, using funds withdrawn under the Escrow Agreement, may purchase an Equipment Note having the same interest rate as, and final legal distribution date not later than the final Regular Distribution Date of, the Certificates issued hereunder and shall hold such Equipment Note in trust for the benefit of the Certificateholders; WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase of Equipment Notes by, the Trustee on behalf of the Trust, the Company has duly authorized the execution and delivery of this Agreement as the "issuer", as such term is defined in and solely for purposes of the Securities Act, of the Certificates to be issued pursuant hereto and as the "obligor", as such term is defined in and solely for purposes of the Trust Indenture Act of 1939, as amended, with respect to all such Certificates and is undertaking to perform certain administrative and ministerial duties hereunder and is also undertaking to pay the ongoing fees and expenses of the Trustee; WHEREAS, all of the conditions and requirements necessary to make this Agreement, when duly executed and delivered, a valid, binding and legal instrument, enforceable in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Agreement in the form and with the terms hereof have been in all respects duly authorized; and WHEREAS, upon issuance of the Exchange Certificates, if any, or the effectiveness of the Shelf Registration Statement, this Agreement, as amended or supplemented from time to time, will be subject to the provisions of the Trust Indenture Act of 1939, and shall, to the extent applicable, be governed by such provisions; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms used in this Agreement, including in the recitals to this Agreement, that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 8 -3- (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or by the rules promulgated under the Trust Indenture Act, have the meanings assigned to them therein; (3) all references in this Agreement to designated "Articles", "Sections", "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Agreement; (4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, SubSection or other subdivision; and (5) unless the context otherwise requires, whenever the words "including", "include" or "includes" are used herein, it shall be deemed to be followed by the phrase "without limitation". Affiliate: Means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" means the power, directly or indirectly, to direct the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agent Members: Has the meaning specified in Section 3.05. Agreement: Has the meaning specified in the initial paragraph hereto. Aircraft: Has the meaning specified in the Note Purchase Agreement. Aircraft Purchase Agreement: Has the meaning specified in the Note Purchase Agreement. Applicable Delivery Date: Has the meaning specified in Section 2.01(b). Applicable Participation Agreement: Has the meaning specified in Section 2.01(b). Assignment and Assumption Agreement: Means the assignment and assumption agreement substantially in the form of Exhibit D hereto to be executed and delivered in accordance with Section 11.01. Authorized Agent: Means any Paying Agent or Registrar for the Certificates. Avoidable Tax: Means a state or local tax (i) upon (w) the Trust, (x) the Trust Property, (y) Certificate-holders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United 9 -4- States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries. Business Day: Means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long as any Certificate is outstanding, the city and state in which the Trustee or any Loan Trustee maintains its Corporate Trust Office or receives and disburses funds. Certificate: Means any one of the Initial Certificates or Exchange Certificates and any such Certificates issued in exchange therefor or replacement thereof pursuant to this Agreement. Certificate Account: Means the account or accounts created and maintained pursuant to Section 4.01(a). Certificate Purchase Agreement: Means the Purchase Agreement dated May 10, 2001, among the Initial Purchasers and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Certificateholder or Holder: Means the Person in whose name a Certificate is registered in the Register. Class D Certificateholder: Means, at any time, any holder of one or more pass through certificates issued by the America West Airlines Pass Through Trust, Series 2001-1D. Clearstream: Means Clearstream Banking, societe anonyme, organized under Luxembourg law (formerly known as Cedelbank) or any successor thereto. Company: Means America West Airlines, Inc., a Delaware corporation, or its successor in interest pursuant to Section 5.02, or (only in the context of provisions hereof, if any, where such reference is required for purposes of compliance with the Trust Indenture Act) any other "obligor" (within the meaning of the Trust Indenture Act) with respect to the Certificates. Controlling Party: Has the meaning specified in the Intercreditor Agreement. Corporate Trust Office: With respect to the Trustee or any Loan Trustee, means the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. Cut-off Date: Means the earlier of (a) the Delivery Period Termination Date and (b) the date on which a Triggering Event occurs. Definitive Certificates: Has the meaning specified in Section 3.01(e). 10 -5- Delivery Date: Has the meaning specified in the Note Purchase Agreement. Delivery Notice: Has the meaning specified in the Note Purchase Agreement. Delivery Period Termination Date: Means the earlier of (a) August 30, 2002, or, if the Equipment Notes relating to all of the Aircraft (or Substitute Aircraft in lieu thereof) have not been purchased by the Trustee and the Other Trustees on or prior to such date due to any reason beyond the control of the Company and not occasioned by the Company's fault or negligence, November 30, 2002 and (b) the date on which Equipment Notes issued with respect to all of the Aircraft (or Substitute Aircraft in lieu thereof) have been purchased by the Trustee and the Other Trustees in accordance with the Note Purchase Agreement. Deposits: Has the meaning specified in the Deposit Agreement. Deposit Agreement: Means the Deposit Agreement dated as of May 17, 2001 relating to the Certificates between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Depositary: Means Citibank, N.A. Direction: Has the meaning specified in Section 1.04(a). Distribution Date: Means any Regular Distribution Date or Special Distribution Date as the context requires. DTC: Means The Depository Trust Company, its nominees and their respective successors. EBO Date: Means the date set forth on Schedule 1 to the Lease as the "EBO Date". Equipment Notes: Means the equipment notes issued under the Indentures. ERISA: Means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor federal statute. ERISA Legend: Has the meaning specified in Section 3.12. Escrow Agent: Means, initially, Wilmington Trust Company. Escrow Agreement: Means the Escrow and Paying Agent Agreement dated as of May 17, 2001 relating to the Certificates, among the Escrow Agent, the Escrow Paying Agent, the Trustee and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. 11 -6- Escrow Paying Agent: Means the Person acting as paying agent under the Escrow Agreement. Escrow Receipt: Means the receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder. Euroclear: Means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. Event of Default: Means an Indenture Default under any Indenture pursuant to which Equipment Notes held by the Trust were issued. Exchange Certificates: Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder. Exchange Offer: Means the exchange offer which may be made pursuant to the Registration Rights Agreement to exchange Initial Certificates for Exchange Certificates. Exchange Offer Registration Statement: Means the registration statement that, pursuant to the Registration Rights Agreement, is filed by the Company with the SEC with respect to the exchange of Initial Certificates for Exchange Certificates. Final Legal Distribution Date: Means October 2, 2008. Final Withdrawal: Has the meaning specified in the Escrow Agreement. Final Withdrawal Date: Has the meaning specified in the Escrow Agreement. Final Withdrawal Notice: Has the meaning specified in Section 2.02. Financing Documents: With respect to any Equipment Note, means (i) the Indenture and the Participation Agreement relating to such Equipment Note, and (ii) in the case of any Equipment Note related to a Leased Aircraft, the Lease relating to such Leased Aircraft. Fractional Undivided Interest: Means the fractional undivided interest in the Trust that is evidenced by a Certificate. Global Certificates: Has the meaning specified in Section 3.01(d). Global Exchange Certificate: Has the meaning specified in Section 3.01(f). Indenture: Means each of the separate trust indentures and mortgages relating to the Aircraft, each as specified or described in a Delivery Notice delivered pursuant to the Note Purchase Agreement or the related Participation Agreement, in each case as the 12 -7- same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Indenture Default: With respect to any Indenture, means any Event of Default (as such term is defined in such Indenture). Initial Certificates: Means the certificates issued and authenticated hereunder substantially in the form of Exhibit A hereto other than the Exchange Certificates. Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc. Institutional Accredited Investor: Means an institutional investor that is an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Intercreditor Agreement: Means the Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Liquidity Provider, the liquidity provider relating to the Certificates issued under (and as defined in) the Other Pass Through Trust Agreements, the Policy Provider, and Wilmington Trust Company, as Subordination Agent and as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Investors: Means the Initial Purchasers together with all subsequent beneficial owners of the Certificates. Issuance Date: Means the date of the issuance of the Initial Certificates. Lease: Means, with respect to each Leased Aircraft, the lease between an Owner Trustee, as the lessor, and the Company, as the lessee, referred to in the related Indenture, as such lease may be amended, supplemented or otherwise modified in accordance with its terms. Leased Aircraft: Has the meaning specified in the second recital to this Agreement. Liquidity Facility: Means, initially, the Revolving Credit Agreement dated as of May 17, 2001 relating to the Certificates, between the Liquidity Provider and the Subordination Agent, as agent and trustee for the Trustee, and, from and after the replacement of such Agreement pursuant to the Intercreditor Agreement, the replacement liquidity facility therefor, in each case as amended, supplemented or otherwise modified from time to time in accordance with their respective terms. Liquidity Provider: Means, initially, Westdeutsche Landesbank Girozentrale, and any replacement or successor therefor appointed in accordance with the Intercreditor Agreement. 13 -8- Loan Trustee: With respect to any Equipment Note or the Indenture applicable thereto, means the bank or trust company designated as trustee under such Indenture, together with any successor to such trustee appointed pursuant thereto. Material Adverse Tax Event: Has the meaning specified in Section 17.3(a)(4) of the Lease. Non-U.S. Person: Means a Person that is not a "U.S. person", as defined in Regulation S. Note Purchase Agreement: Means the Note Purchase Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, providing for, among other things, the purchase of Equipment Notes by the Trustee on behalf of the Trust, as the same may be amended, supplemented or otherwise modified from time to time, in accordance with its terms. Notice of Purchase Withdrawal: Has the meaning specified in the Deposit Agreement. Offering Circular: Means the Offering Memorandum dated May 10, 2001 relating to the offering of the Certificates and the certificates issued under the Other Pass Through Trust Agreements. Officer's Certificate: Means a certificate signed, (a) in the case of the Company, by any Vice President or more senior officer of the Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a Responsible Officer of such Owner Trustee or such Loan Trustee, as the case may be. Opinion of Counsel: Means a written opinion of legal counsel who (a) in the case of counsel for the Company may be (i) the General Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman & Kammholz LLP, or (iv) such other counsel designated by the Company and reasonably acceptable to the Trustee and (b) in the case of counsel for any Owner Trustee or any Loan Trustee may be such counsel as may be designated by any of them whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to the Trustee. Other Pass Through Trust Agreements: Means the other America West Airlines 2001-1 Pass Through Trust Agreement relating to the America West Airlines Pass Through Trust, Series 2001-1G-O and the America West Airlines Pass Through Trust, Series 2001-1D-O, dated the date hereof. Other Trustees: Means the trustees under the Other Pass Through Trust Agreements, and any successor or other trustee appointed as provided therein. Other Trusts: Means the America West Airlines Pass Through Trust, Series 2001-1G-O and the America West Airlines Pass Through Trust, Series 2001-1D-O, created on the date hereof. 14 -9- Outstanding: When used with respect to Certificates, means, as of the date of determination, all Certificates theretofore authenticated and delivered under this Agreement, except: (i) Certificates theretofore canceled by the Registrar or delivered to the Trustee or the Registrar for cancellation; (ii) Certificates for which money in the full amount required to make the final distribution with respect to such Certificates pursuant to Section 11.01 hereof has been theretofore deposited with the Trustee in trust for the Holders of such Certificates as provided in Section 4.01 pending distribution of such money to such Certificateholders pursuant to payment of such final distribution; and (iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Agreement. Owned Aircraft: Has the meaning specified in the second recital to this Agreement. Owner Participant: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Participant" as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner Participant; and Owner Participants at any time of determination means all of the Owner Participants thus referred to in the Indentures. Owner Trustee: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Trustee", as referred to in the Indenture pursuant to which such Equipment Note is issued, not in its individual capacity but solely as trustee; and Owner Trustees means all of the Owner Trustees party to any of the Indentures. Participation Agreement: Means each Participation Agreement to be entered into by the Trustee pursuant to the Note Purchase Agreement, as the same may be amended, supplemented or otherwise modified in accordance with its terms. Paying Agent: Means the paying agent maintained and appointed for the Certificates pursuant to Section 7.12. Permitted Investments: Means obligations of the United States of America or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such lesser time as is required for the distribution of any Special Payments on a Special Distribution Date. Person: Means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization, or government or any agency or political subdivision thereof. 15 -10- Policy: Has the meaning specified in the Intercreditor Agreement. Policy Provider: Has the meaning specified in the Intercreditor Agreement. Policy Provider Agreement: Has the meaning specified in the Intercreditor Agreement. Policy Provider Default: Has the meaning specified in the Intercreditor Agreement. Pool Balance: Means, as of any date, (i) the original aggregate face amount of the Certificates less (ii) the aggregate amount of all payments made in respect of such Certificates other than payments made in respect of interest or premium thereon or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property held in such Trust and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. Pool Factor: Means, as of any date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance as at such date by (ii) the original aggregate face amount of the Certificates. The Pool Factor as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. PTC Event of Default: Means any failure to pay within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance on the Final Legal Distribution Date or (ii) interest due on the Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or Drawings (as defined in the Intercreditor Agreement), or a withdrawal or withdrawals pursuant to Section 3.6(f) of the Intercreditor Agreement, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee). QIB: Means a qualified institutional buyer as defined in Rule 144A. Record Date: Means (i) for Scheduled Payments to be distributed on any Regular Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Regular Distribution Date, and (ii) for Special Payments to be distributed on any Special Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Special Distribution Date. Register and Registrar: Mean the register maintained and the registrar appointed pursuant to Sections 3.04 and 7.12. Registration Event: Means the declaration of the effectiveness by the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement. 16 -11- Registration Rights Agreement: Means the Exchange and Registration Rights Agreement dated as of May 17, 2001, among the Initial Purchasers, the Trustee, the Other Trustees and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Regular Distribution Date: With respect to distributions of Scheduled Payments in respect of the Certificates, means each date designated as a Regular Distribution Date in the Certificates issued pursuant to this Agreement, until payment of all the Scheduled Payments to be made under the Equipment Notes held in the Trust have been made; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Regulation S: Means Regulation S under the Securities Act or any successor regulation thereto. Regulation S Definitive Certificates: Has the meaning specified in Section 3.01(e). Regulation S Global Certificates: Has the meaning specified in Section 3.01(d). Related Pass Through Trust Agreement: Means the Pass Through Trust Agreement relating to the America West Airlines Pass Through Trust, Series 2001-1C-S, dated the date hereof, between the Company and the institution acting as trustee thereunder, which agreement becomes effective upon the execution and delivery of the Assignment and Assumption Agreement pursuant to Section 11.01. Related Trust: Means the America West Pass Through Trust, Series 2001-1C-S, formed under the Related Pass Through Trust Agreement. Related Trustee: Means the trustee under the Related Pass Through Trust Agreement. Responsible Officer: With respect to the Trustee, any Loan Trustee and any Owner Trustee, means any officer in the Corporate Trust Office of the Trustee, Loan Trustee or Owner Trustee or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. Restricted Definitive Certificates: Has the meaning specified in Section 3.01(e). Restricted Global Certificate: Has the meaning specified in Section 3.01(c). Restricted Legend: Has the meaning specified in Section 3.02. Restricted Period: Has the meaning specified in Section 3.01(d). 17 -12- Rule 144A: Means Rule 144A under the Securities Act and any successor rule thereto. Scheduled Payment: With respect to any Equipment Note, means (i) any payment of principal or interest on or in respect of such Equipment Note (other than any such payment which is not in fact received by the Subordination Agent within five days of the date on which such payment is scheduled to be made) due from the obligor thereon or (ii) any payment of interest on the Certificates with funds drawn under any Liquidity Facility or any payment of interest on or principal of the Certificates with funds drawn under the Policy, which payment in any such case represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided that any payment of principal, premium, if any, or interest resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment. SEC: Means the Securities and Exchange Commission, as from time to time constituted or created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. Securities Act: Means the United States Securities Act of 1933, as amended from time to time, or any successor thereto. Shelf Registration Statement: Means the shelf registration statement which may be required to be filed by the Company with the SEC pursuant to any Registration Rights Agreement, other than an Exchange Offer Registration Statement. Special Distribution Date: Means each date on which a Special Payment is to be distributed as specified in this Agreement; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Special Redemption Premium: Means the premium payable by the Company in respect of the Final Withdrawal pursuant to the Note Purchase Agreement. Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as defined in each Indenture) or Special Redemption Premium. Special Payments Account: Means the account or accounts created and maintained pursuant to Section 4.01(b). Subordination Agent: Has the meaning specified in the Intercreditor Agreement. Substitute Aircraft: Has the meaning specified in the Note Purchase Agreement. 18 -13- Tax: Means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. Taxing Authority: Means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. Transfer Date: Has the meaning specified in Section 11.01. Triggering Event: Has the meaning assigned to such term in the Intercreditor Agreement. Trust: Means the trust created by this Agreement, the estate of which consists of the Trust Property. Trust Indenture Act: Means the United States Trust Indenture Act of 1939, as amended from time to time, or any successor thereto. Trust Property: Means (i) the Equipment Notes held as the property of the Trust and, subject to the Intercreditor Agreement, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note and (iii) all rights of the Trust and the Trustee, on behalf of the Trust, under the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Liquidity Facilities, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Trust pursuant to the Intercreditor Agreement or the Liquidity Facilities, provided, that rights with respect to the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Equipment Notes to be held herein, will not constitute Trust Property. Trustee: Means Wilmington Trust Company, or its successor in interest, and any successor or other trustee appointed as provided herein. Trustee's Lien: Has the meaning specified in Section 7.17. Unindemnified Tax: Means (i) any Tax imposed on the net income, net worth or capital, or any franchise Tax or similar doing business Tax, of the Pass Through Trustee (other than any such Tax imposed as a result of the Company's assumption of the Equipment Notes pursuant to the purchase of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any withholding Tax imposed by the United States (including, without limitation, any withholding Tax imposed by the United States which is imposed or increased as a result of the Pass Through Trustee failing to deliver to the Company any 19 -14- certificate or document necessary to establish that payments under this Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax. Section 1.02. Compliance Certificates and Opinions. Upon any application or request (except with respect to matters set forth in Article II) by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Agreement, the Company, such Owner Trustee or such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than a certificate provided pursuant to Section 8.04(e)) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Agreement relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or several documents. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement or, in respect of the Certificates, this Agreement, they may, but need not, be consolidated and form one instrument. Section 1.04. Directions of Certificateholders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement to be 20 -15- given or taken by Certificateholders (a "Direction") may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Company and any Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates Outstanding have given any Direction under this Agreement, Certificates owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company or any Affiliate thereof. (d) For all purposes of this Agreement, all Initial Certificates and all Exchange Certificates shall vote and take all other actions of Certificateholders together as one series of Certificates. (e) The Company may at its option, by delivery of an Officer's Certificate to the Trustee, set a record date to determine the Certificateholders entitled to give any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Certificateholders of record at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates shall be computed as of such record date; provided that no 21 -16- such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record date. (f) Any Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate. (g) Except as otherwise provided in Section 1.04(c), Certificates owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates. ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph. (b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase 22 -17- Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement. Section 2.02. Withdrawal of Deposits. If any Deposits remain outstanding on the Business Day next succeeding the Cut-Off Date, (i) (A) the Trustee shall give the Escrow Agent notice that the Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated and instruct the Escrow Agent to provide a notice of Final Withdrawal to the Depositary substantially in the form of Exhibit B to the Deposit Agreement (the "Final Withdrawal Notice") and (B) the Trustee will make a demand upon the Company under the Note Purchase Agreement for an amount equal to the Special Redemption Premium, if applicable, such payment to be made on the Final Withdrawal Date. Section 2.03. Acceptance by Trustee. The Trustee, upon the execution and delivery of this Agreement, acknowledges its acceptance of all right, title and interest in and to the Trust Property and declares that the Trustee holds and will hold such right, title and interest for the benefit of all then present and future Certificateholders, upon the trusts herein set forth. Subject to Section 7.14, the Trustee shall take all actions reasonably necessary to effect the registration of all such Equipment Notes in the name of the Subordination Agent. By its payment for and acceptance of each Certificate issued to it under this Agreement, each initial Certificateholder as grantor of the Trust thereby joins in the creation and declaration of the Trust. Section 2.04. Limitation of Powers. The Trust is constituted solely for the purpose of making the investment in the Equipment Notes, and, except as set forth herein, the Trustee shall not be authorized or empowered to acquire any other investments or engage in any other activities including without limitation purchasing any Equipment Note issued in connection with the redemption of outstanding Equipment Notes under any Indenture and, in particular, the Trustee shall not be authorized or empowered to do anything that would cause such Trust to fail to qualify as a "grantor trust" for federal income tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the respective Indentures) by bidding such 23 -18- Equipment Notes or otherwise, or taking any action with respect to any such Aircraft once acquired). ARTICLE III THE CERTIFICATES Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "8.37 % Initial Pass Through Certificates, Series 2001-1C-O" and the Exchange Certificates shall be known as the "8.37% Exchange Pass Through Certificates, Series 2001-1C-O", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Certificates (provided that such letters, numbers or other marks of identification and such legends or endorsements are in a form acceptable to the Company). At the Escrow Agent's request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to each Certificate. In any event, any transfer or exchange of any Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any Certificate shall be permitted unless the Corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Certificate to which an Escrow Receipt is attached, each Holder of such a Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt set forth herein and in the Escrow Agreement. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $57,021,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be issued in the form of one or more Global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Restricted Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. 24 -19- (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each a "Regulation S Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Regulation S Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Clearstream. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Certificates are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Certificate Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) shall be issued substantially in the form of Exhibit A hereto in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates") duly executed and authenticated by the Trustee as hereinafter provided. Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued in definitive, fully registered form without interest coupons (the "Regulation S Definitive Certificates"). The Restricted Definitive Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "Global Exchange Certificate"), except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clause (i) and (ii) of the first sentence of this Section 3.01(f), 25 -20- the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The Definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Section 3.02. Restrictive Legends. All Initial Certificates issued pursuant to this Agreement for resale pursuant to Rule 144A or offered and sold to any Institutional Accredited Investor which is not a QIB (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) shall be "Restricted Certificates" and shall bear a legend to the following effect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH 26 -21- PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN. Section 3.03. Authentication of Certificates. (a) On the Issuance Date, the Trustee shall duly execute, authenticate and deliver Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement, evidencing the entire ownership of the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. (b) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. 27 -22- (c) Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trust notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office on the date of such Certificates. Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (the "Register") of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such Certificates and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering such Certificates and transfers and exchanges of such Certificates as herein provided. The Company, upon notice to the Trustee, may change the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Trust, evidencing the same interest therein, and entitled to the same benefits under this Trust Agreement, as the Certificates surrendered upon such registration of transfer or exchange. A Certificateholder may transfer a Certificate, or request that a Certificate be exchanged for Certificates in an aggregate Fractional Undivided Interest equal to the Fractional Undivided Interest of such Certificate surrendered for exchange of other authorized denominations, by surrender of such Certificate to the Trustee with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar; provided that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be provided to the Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent) and that ownership of a beneficial interest in the Certificate shall be required to be reflected in a book-entry. When Certificates are presented to the Registrar with a request to register the transfer thereof or to exchange them for other authorized denominations of a Certificate in a Fractional Undivided Interest equal to the aggregate Fractional Undivided Interest of Certificates surrendered for exchange, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Certificates at the Registrar's request. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Trustee shall require payment of a sum sufficient to 28 -23- cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates. (a) Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record DTC as the registered holder of such Global Certificate. (b) Transfers of any Global Certificate shall be limited to transfers of such Restricted Global Certificate or Regulation S Global Certificate in whole, but not in part, to DTC. Beneficial interests in the Restricted Global Certificate and any Regulation S Global Certificate may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 3.06. Beneficial interests in a Restricted Global Certificate or a Regulation S Global Certificate shall be delivered to all beneficial owners thereof in the form of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee that it is unwilling or unable to continue as depositary for such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, and a successor depositary is not appointed by the Trustee within 90 days of such notice, and (ii) after the occurrence and during the continuance of an Event of Default, owners of beneficial interests in a Global Certificate with Fractional Undivided Interests aggregating not less than a majority in interest in the Trust advise the Trustee, the Company and DTC through Agent Members in writing that the continuation of a book-entry system through DTC or its successor is no longer in their best interests. (c) Any beneficial interest in one of the Global Certificates that is transferred to a Person who takes delivery in the form of an interest in another Global Certificate will, upon such transfer, cease to be an interest in such Global Certificate and become an interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Certificate for as long as it remains such an interest. (d) In connection with the transfer of an entire Restricted Global Certificate or an entire Regulation S Global Certificate to the beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, an equal aggregate principal amount of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, of 29 -24- authorized denominations. None of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor clearing agency. (e) Any Definitive Certificate delivered in exchange for an interest in the Restricted Global Certificate pursuant to paragraph (b) of this Section 3.05 shall, except as otherwise provided by paragraph (e) of Section 3.06, bear the Restricted Legend. (f) Prior to the expiration of the Restricted Period, any Regulation S Definitive Certificate delivered in exchange for an interest in a Regulation S Global Certificate pursuant to paragraph (b) of this Section shall bear the Restricted Legend. (g) The registered holder of any Restricted Global Certificate or Regulation S Global Certificate may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Certificates. Section 3.06. Special Transfer Provisions. Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to such Initial Certificates: (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person: (i) The Registrar shall register the transfer of any Certificate, whether or not bearing the Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in 30 -25- accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and the Trustee shall execute, authenticate and deliver to the transferor or at its direction, one or more Restricted Definitive Certificates of like tenor and amount. (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the Restricted Period, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) Upon receipt by the Registrar of the documents required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificates or interests in such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the amount of such Regulation S Global Certificate so transferred. (c) Transfers of Interests in the Regulation S Global Certificate or Regulation S Definitive Certificates. After the expiration of the Restricted Period, the Registrar shall register any transfer of interests in any Regulation S Global Certificate or Regulation S Definitive Certificates without requiring any additional certification. Until the expiration of the Restricted Period, interests in the Regulation S Global Certificate may only be held through Agent Members acting for and on behalf of Euroclear and Clearstream. 31 -26- (d) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit B hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit B from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate. (e) Restricted Legend. Upon the transfer, exchange or replacement of Certificates not bearing the Restricted Legend, the Registrar shall deliver Certificates that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Certificates bearing the Restricted Legend, the Registrar shall deliver only Certificates that bear the Restricted Legend unless either (i) the circumstances contemplated by paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f) General. By acceptance of any Certificate bearing the Restricted Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Registrar shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in this Agreement. In connection with any transfer of Certificates, each Certificateholder agrees by its acceptance of the Certificates to furnish the Registrar 32 -27- or the Trustee such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with the terms and provisions of this Article III; provided that the Registrar shall not be required to determine the sufficiency of any such certifications, legal opinions or other information. Until such time as no Certificates remain Outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Registrar or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or bond, as may be required by them to save each of them harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Fractional Undivided Interest and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Certificate under this Section 3.07, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.07 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. Section 3.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Trustee, the Registrar and any Paying Agent may treat the Person in whose name any Certificate is registered (as of the day of determination) as the owner of such Certificate for the purpose of receiving distributions pursuant to Article IV and for all other purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent shall be affected by any notice to the contrary. Section 3.09. Cancellation. All Certificates surrendered for payment or transfer or exchange shall, if surrendered to the Trustee or any agent of the Trustee other than the 33 -28- Registrar, be delivered to the Registrar for cancellation and shall promptly be canceled by it. No Certificates shall be authenticated in lieu of or in exchange for any Certificates canceled as provided in this Section, except as expressly permitted by this Agreement. All canceled Certificates held by the Registrar shall be destroyed and a certification of their destruction delivered to the Trustee. Section 3.10. Temporary Certificates. Until definitive Certificates are ready for delivery, the Trustee shall authenticate temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have insertions, substitutions, omissions and other variations determined to be appropriate by the officers executing the temporary Certificates, as evidenced by their execution of such temporary Certificates. If temporary Certificates are issued, the Trustee will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver in exchange therefor a like face amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates. Section 3.11. Limitation of Liability for Payments. All payments and distributions made to Certificateholders in respect of the Certificates shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of Article IV of this Agreement. Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property for any payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Owner Trustees or the Owner Participants, except as otherwise expressly provided herein or in the Intercreditor Agreement. The Company is a party to this Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation or liability hereunder (except as otherwise expressly provided herein). Section 3.12 ERISA Restrictive Legend. All Certificates issued pursuant to this Agreement shall bear a legend to the following effect (the "ERISA Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: "BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING 34 -29- THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS." By acceptance of any Certificate bearing the ERISA Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Trustee shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in such legend. ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account and Special Payments Account. (a) The Trustee shall establish and maintain on behalf of the Certificateholders a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when a Scheduled Payment is made to the Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account. (b) The Trustee shall establish and maintain on behalf of the Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04. The Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement and upon the payment of the Special Redemption Premium to the Trustee under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account. (c) The Trustee shall cause the Subordination Agent to present to the related Loan Trustee of each Equipment Note such Equipment Note on the date of its stated final maturity or, in the case of any Equipment Note which is to be redeemed in whole pursuant to the related Indenture, on the applicable redemption date under such Indenture. Section 4.02. Distributions from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on such date, the Trustee shall distribute out of the Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Certificate Account, except that, with respect to Certificates registered on the Record Date in the 35 -30- name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment Notes held in the related Trust or realized upon the sale of such Equipment Notes or receipt of the Special Redemption Premium, the Trustee shall distribute out of the Special Payments Account the entire amount of such Special Payment deposited therein pursuant to Section 4.01(b). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Special Payments Account on account of such Special Payment, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) The Trustee shall cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the event of redemption or purchase of Equipment Notes held in the Trust, such notice shall be mailed not less than 20 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase. In the event of the payment of a Special Redemption Premium by the Company to the Trustee under the Note Purchase Agreement, such notice shall be mailed, together with the notice by the Escrow Paying Agent under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the Special Distribution Date for such amount, which Special Distribution Date shall be the Final Withdrawal Date. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment, stating the Special Distribution Date for such Special Payment which shall occur not less than 20 days after the date of such notice and as soon as practicable thereafter. Notices mailed by the Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.01), (ii) the amount of the Special Payment for each $1,000 face amount Certificate and the amount thereof constituting principal, premium, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of (i) premium, if any, payable upon the redemption or purchase of an Equipment Note or (ii) the Special Redemption Premium, if any, has not been calculated at the time that the 36 -31- Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any premium received will also be distributed. If any redemption of the Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register. Section 4.03. Statements to Certificateholders. (a) On each Distribution Date, the Trustee will include with each distribution to Certificateholders of a Scheduled Payment or Special Payment, as the case may be, a statement setting forth the information provided below (in the case of a Special Payment, including any Special Redemption Premium, reflecting in part the information provided by the Escrow Paying Agent under the Escrow Agreement). Such statement shall set forth (per $1,000 face amount Certificate as to (ii), (iii), (iv) and (v) below) the following information: (i) the aggregate amount of funds distributed on such Distribution Date hereunder and under the Escrow Agreement, indicating the amount allocable to each source; (ii) the amount of such distribution hereunder allocable to principal and the amount allocable to premium (including the Special Redemption Premium), if any; (iii) the amount of such distribution hereunder allocable to interest; and (iv) the amount of such distribution under the Escrow Agreement allocable to interest; (v) the amount of such distribution under the Escrow Agreement allocable to Deposits; and (vi) the Pool Balance and the Pool Factor. With respect to the Certificates registered in the name of DTC, on the Record Date prior to each Distribution Date, the Trustee will request that DTC post on its internet bulletin board a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such Record Date. (b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Certificateholder of record during a portion of such calendar year, for such portion of such year, and such other items as are readily available to the Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its federal income tax returns. Such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the Agent Members and shall be delivered by the Trustee to such Agent Members to be available for forwarding by such Agent Members to the holders of interests in the Certificates in the manner described in Section 4.03(a). 37 -32- (c) Promptly following (i) the Delivery Period Termination Date, if there has been any change in the information set forth in clauses (x), (y) and (z) below from that set forth on page 56 of the Offering Circular, and (ii) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Equipment Notes held in the Trust, or any Final Withdrawal, the Trustee shall furnish to Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the Certificates registered in the name of DTC, on the Delivery Period Termination Date, the Trustee will request from DTC a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such date. The Trustee will mail to each such Agent Member the statement described above and will make available additional copies as requested by such Agent Member for forwarding to holders of interests in the Certificates. Section 4.04. Investment of Special Payment Moneys. Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment. ARTICLE V THE COMPANY Section 5.01. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, except as permitted by Section 5.02. Section 5.02. Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, (ii) a "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition 38 -33- of entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. Section 1110); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of this Agreement, the Other Pass Through Trust Agreements and each Financing Document to be performed or observed by the Company; and (c) the Company shall have delivered to the Trustee an Officer's Certificate of the Company reasonably satisfactory to the Trustee, stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing any successor corporation or Person which shall have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement and any Financing Document to which it is a party. ARTICLE VI DEFAULT Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the occurrence and during the continuation of any Indenture Default under any Indenture, with ten days' written notice to the Trustee and each Certificateholder, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the Intercreditor Agreement), direct the exercise of remedies as provided in the Intercreditor Agreement. (b) Purchase Rights of Certificateholders. (i) At any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right to purchase, for the purchase price set forth in the Class G Trust Agreement, all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and each other Certificateholder, provided that (i) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to 39 -34- purchase all, but not less than all, of the Class G Certificates pro rata based on the Fractional Undivided Interest in the Trust held by each such Certificateholder and (ii) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the Class G Certificates pursuant to this Section 6.01(b); (ii) by acceptance of its Certificate, each Certificateholder agrees that at any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Class D Certificateholder shall have the right (which shall not expire upon any purchase of the Class G Certificates pursuant to clause (b)(i) above) to purchase all, but not less than all, of the Class G Certificates and the Certificates upon ten days' written notice to the Class G Trustee and the Trustee and each other Class D Certificateholder, provided that (1) if prior to the end of such ten-day period any other Class D Certificateholder notifies such purchasing Class D Certificateholder that such other Class D Certificateholder wants to participate in such purchase, then such other Class D Certificateholder may join with the purchasing Class D Certificateholder to purchase all, but not less than all, of the Class G Certificates and the Certificates pro rata based on the Fractional Undivided Interest in the Class D Trust, taken as a whole, held by each such Class D Certificateholder and (2) if prior to the end of such ten day period any other Class D Certificateholder fails to notify the purchasing Class D Certificateholder of such other Class D Certificateholder's desire to participate in such a purchase, then such other Class D Certificateholder shall lose its right to purchase the Certificates pursuant to this Section 6.01(b); and (iii) by acceptance of its Certificate, each Certificateholder agrees that at any time after 180 days have elapsed since the occurrence of a Triggering Event that is continuing, regardless of whether the Certificateholders exercise their right to purchase the Class G Certificates pursuant to clause (i) above, the Policy Provider, if it is then the Controlling Party, shall have the right (except in the event of a Policy Provider Default) to purchase all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and the Class G Certificateholders. The purchase price with respect to the Certificates shall be equal to the Pool Balance of the Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing Document or on or in respect of the Certificates; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates shall be effective unless the purchaser(s) shall certify to the 40 -35- Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement and the Other Pass Through Trust Agreements, the Certificates and the Class G Certificates which are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01(b). Each Certificateholder agrees by its acceptance of its Certificate that it will, subject to Section 3.04 hereof, upon payment from such Class D Certificateholder(s) of the purchase price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Financing Documents and all Certificates and Escrow Receipts held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Financing Documents and all such Certificates and Escrow Receipts. The Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates (whether in the form of Definitive Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser(s) and receive the purchase price for such Certificates and (ii) if the purchaser(s) shall so request, such Certificateholder will comply with all the provisions of Section 3.04 hereof to enable new Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof. As used in this Section 6.01(b), the terms "Class G Certificate", "Class G Certificateholder", "Class G Trust", "Class G Trust Agreement", "Class G Trustee", "Class D Certificate", and "Class D Trust", shall have the respective meanings assigned to such terms in the Intercreditor Agreement. Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable: (1) Certificateholders and Trustee May Purchase Equipment Notes. Any Certificateholder, the Trustee in its individual or any other capacity or any other Person may bid for and purchase any of the Equipment Notes, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Equipment Notes in their own absolute right without further accountability. (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee making such sale shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its personal representative or assigns shall not be obliged to see to the application of such 41 -36- purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (3) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Agreement or otherwise for the enforcement of this Agreement shall be applied as provided in Section 4.02. Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit. If there shall be a failure to make payment of the principal of, premium, if any, or interest on any Equipment Note, or if there shall be any failure to pay Rent (as defined in the relevant Lease) under any Lease when due and payable, then the Trustee, in its own name and as trustee of an express trust, as holder of such Equipment Notes, to the extent permitted by and in accordance with the terms of the Intercreditor Agreement and the Financing Documents (subject to the rights of the applicable Owner Trustee or Owner Participant to cure any such failure to pay principal of, premium, if any, or interest on any Equipment Note or to pay Rent under any Lease in accordance with the applicable Indenture), shall be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. Section 6.04 Control by Certificateholders. Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes, provided that: (1) such Direction shall not be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction. Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust (i) may on behalf of all of the Certificateholders waive any past Event of Default hereunder and its consequences or (ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct the applicable Loan Trustee to waive any past Indenture Default under any Indenture and its consequences, and thereby annul any 42 -37- Direction given by such Certificateholders or the Trustee to such Loan Trustee with respect thereto, except a default: (1) in the deposit of any Scheduled Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02 on the Certificates, or (2) in the payment of the principal of (premium, if any) or interest on the Equipment Notes, or (3) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of each Certificateholder holding an Outstanding Certificate affected thereby. Upon any such waiver, such default shall cease to exist with respect to the Certificates and any Event of Default arising therefrom shall be deemed to have been cured for every purpose and any direction given by the Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued under the relevant Indenture to waive the corresponding Indenture Default. Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding, including, without limitation, Section 6.07 hereof, but subject to the Intercreditor Agreement, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Regular Distribution Date or Special Distribution Date, shall not be impaired or affected without the consent of such Certificateholder. Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions. A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Agreement, for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, unless: (1) such Certificateholder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 7.03(e); (3) the Trustee shall have refused or neglected to institute such an action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Certificateholders holding Certificates 43 -38- evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. It is understood and intended that no one or more of the Certificateholders shall have any right in any manner whatsoever hereunder or under the Certificates to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property or the lien of any Indenture on any property subject thereto, or the rights of the Certificateholders or the holders of the Equipment Notes, (ii) obtain or seek to obtain priority over or preference with respect to any other such Certificateholder or (iii) enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all the Certificateholders subject to the provisions of this Agreement. Section 6.08. Remedies Cumulative. Every remedy given hereunder to the Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. ARTICLE VII THE TRUSTEE Section 7.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; and (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 44 -39- Section 7.02. Notice of Defaults. As promptly as practicable after, and in any event within 90 days after, the occurrence of any default (as such term is defined below) hereunder, the Trustee shall transmit by mail to the Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the Certificateholders in accordance with Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default on the payment of the principal, premium, if any, or interest on any Equipment Note held in the Trust, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Certificateholders. For the purpose of this Section, the term "default" means any event that is, or after notice or lapse of time or both would become, an Event of Default. Section 7.03. Certain Rights of Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act: (a) the Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written description of the subject matter thereof accompanied by an Officer's Certificate and an Opinion of Counsel as provided in Section 1.02 of this Agreement; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Company, any Owner Trustee or any Loan Trustee; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the Direction of any of the Certificateholders pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; 45 -40- (g) the Trustee may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Agreement; (h) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (i) the Trustee shall not be required to expend or risk its own funds in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. Section 7.04. Not Responsible for Recitals or Issuance of Certificates. The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. Subject to Section 7.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement, any Equipment Notes, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any other Financing Document, except that the Trustee hereby represents and warrants that this Agreement has been, and the Intercreditor Agreement, the Registration Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each Certificate will be, executed, authenticated and delivered by one of its officers who is duly authorized to execute, authenticate and deliver such document on its behalf. Section 7.05. May Hold Certificates. The Trustee, any Paying Agent, Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if applicable, may otherwise deal with the Company, the Owner Trustees or the Loan Trustees with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent. Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein. Section 7.07. Compensation and Reimbursement. The Company agrees: (1) to pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as set forth in a written fee letter dated the date hereof between the Company and the Trustee, which letter is incorporated 46 -41- herein by reference (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its undertaking its normal administrative functions, or its negligence, willful misconduct or bad faith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee for, and to hold it harmless against, any loss, liability, expense or Tax (other than for or with respect to any Unindemnified Tax) incurred without negligence, willful misconduct or bad faith, on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for any such loss, liability or expense incurred by reason of the Trustee's breach of its covenants hereunder or under any Financing Document to which it is a party or its representations and warranties set forth in Section 7.15 or in any other Financing Document, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect hereto or any of the Financing Documents, which amendments, supplements, waivers or consents are not required pursuant to the terms of the Financing Documents and not requested by the Company, any loss of tax benefits, any Unindemnified Tax, or increase in tax liability under any tax law whether or not the Company is required to indemnify thereof or pursuant to this Agreement or any costs associated with overhead or normal administration hereunder or any voluntary resignation pursuant to Section 7.09. With respect to paragraph (3) above, the Trustee shall notify the Company promptly of any claim for which it may seek indemnity and the Company shall make payment on any such claim within 30 days of written demand thereof (delivered together with supporting documentation). The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel with the consent of the Company and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made, in settlement or otherwise, without its consent. With respect to any Tax other than an Unindemnified Tax, the Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, the Trust Property for any such Tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other than any Tax attributable to the Trustee's compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such Tax. If the Trustee reimburses itself from the Trust Property of such Trust for any such Tax, it will mail a brief report within 30 days setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. 47 -42- Section 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000). If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08 to act as Trustee, the Trustee shall resign immediately as Trustee in the manner and with the effect specified in Section 7.09. Section 7.09 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10. (b) The Trustee may resign at any time as trustee by giving prior written notice thereof to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee and to the Company, the Owner Trustees and the Loan Trustees. (d) If at any time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act, if applicable, after written request therefor by the Company or by any Certificateholder who has been a bona fide Certificateholder for at least six months; or (2) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Certificateholder; or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 48 -43- then, in any case, (i) the Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. (f) If the Trustee shall resign, be removed or become incapable of acting or if a vacancy shall occur in the office of the Trustee for any cause, the Company shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or other occurrence of such vacancy, a successor Trustee shall be appointed by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring Trustee, and the Company approves such appointment, which approval shall not be unreasonably withheld, then the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. If no successor Trustee shall have been so appointed as provided above and accepted appointment in the manner hereinafter provided, any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (g) The successor Trustee shall give notice of the resignation and removal of the Trustee and appointment of the successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as their names and addresses appear in the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. Section 7.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. 49 -44- No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII. Section 7.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been executed or authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such execution or authentication and deliver the Certificates so executed or authenticated with the same effect as if such successor Trustee had itself executed or authenticated such Certificates. Section 7.12. Maintenance of Agencies. (a) There shall at all times be maintained an office or agency in the location set forth in Section 12.03 where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Trustee in respect of such certificates or this Agreement may be served; provided, however, that, if it shall be necessary that the Trustee maintain an office or agency in another location (e.g., the Certificates shall be represented by Definitive Certificates and shall be listed on a national securities exchange), the Trustee will make all reasonable efforts to establish such an office or agency. Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address specified in the Financing Documents or such other address as may be notified to the Trustee) and the Certificateholders. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. (b) There shall at all times be a Registrar and a Paying Agent hereunder with respect to the Certificates. Each such Authorized Agent shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, or, if the Trustee shall be acting as the Registrar or Paying Agent hereunder, a corporation having a combined capital and surplus in excess of $5,000,000, the obligations of which are guaranteed by a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, and shall be authorized under such laws to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Trustee shall initially be the Paying Agent and, as provided in Section 3.04, Registrar hereunder with respect to the Certificates. Each Registrar shall furnish to the Trustee, at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the Register maintained by such Registrar. 50 -45- (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, the Owner Trustees and the Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee shall mail notice of such appointment to all Certificateholders as their names and addresses appear on the Register. (e) The Company agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses as set forth in the letter agreement referred to in Section 7.07 hereof. Section 7.13. Money for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying Agent for the purpose of any payment on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Certificateholders with respect to which such money was deposited. The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Section 7.14. Registration of Equipment Notes in Name of Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes. 51 -46- Section 7.15. Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a Delaware banking corporation organized and validly existing in good standing under the laws of the State of Delaware; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party and has taken all necessary action to authorize the execution, delivery, and performance by it of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (c) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party have been duly executed and delivered by the Trustee and constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law. Section 7.16. Withholding Taxes, Information Reporting. The Trustee, as trustee of the grantor trust created by this Agreement, shall exclude and withhold from each 52 -47- distribution of principal, premium, if any, and interest and other amounts due under this Agreement or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law. Section 7.17. Trustee's Liens. The Trustee in its individual capacity agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim ("Trustee's Liens") on or with respect to the Trust Property which is attributable to the Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder or in its individual capacity and which arises out of acts or omissions on the part of the Trustee which are not contemplated by this Agreement. Section 7.18. Preferential Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed as Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders. The Company will furnish to the Trustee within 15 days after each Record Date with respect to a Scheduled Payment, and at such other times as the Trustee may request in writing within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the Certificateholders, in each case as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the sole Registrar, no such list need be furnished; and provided further, however, that no such list need be furnished for so long as a copy of the Register is being furnished to the Trustee pursuant to Section 7.12. Section 8.02. Preservation of Information; Communications to Certificateholders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders contained in the most recent list furnished to the Trustee as provided in Section 7.12 or Section 8.01, as the case may be, and the names and addresses of Certificateholders received by the Trustee in its capacity as Registrar, if so acting. 53 -48- The Trustee may destroy any list furnished to it as provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a new list so furnished. Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first full year following the issuance of the Certificates, the Trustee shall transmit to the Certificateholders, as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if required by Section 313(a) of the Trust Indenture Act. Section 8.04. Reports by the Company. The Company shall: (a) file with the Trustee, within 30 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; (b) during any period, prior to the consummation of the Exchange Offer and during which the Shelf Registration Statement is not in effect, in which the Company is not subject to Section 13(a), 13(c) or 15(d) under the Securities Exchange Act of 1934, make available to any Holder of the Certificates in connection with any sale thereof and any prospective purchaser of the Certificates from such Holder, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act but only for so long as any of the Certificates remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, in any event, only until the second anniversary of the Issuance Date; (c) file with the Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 1.02; (d) transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (c) of this Section 8.04 as may be required by rules and regulations prescribed by the SEC; and 54 -49- (e) furnish to the Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer, any Vice President (or more senior ranking officer) or the principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Agreement (it being understood that for purposes of this paragraph (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Agreement). ARTICLE IX SUPPLEMENTAL AGREEMENTS Section 9.01. Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or (2) to add to the covenants of the Company for the benefit of the Certificateholders, or to surrender any right or power conferred upon the Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or (3) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders; or (4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including 55 -50- any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or (6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or (7) to provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or (8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. Section 9.02. Supplemental Agreements with Consent of Certificateholders. With the consent of the Certificateholders holding Certificates (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, which consent shall not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee (or, with respect to the Deposits, the Certificateholders) of payments on the Equipment Notes or other Trust Property held in the Trust or on the Deposits or 56 -51- distributions that are required to be made herein on any Certificate, or change any date of payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note included in the Trust Property except as permitted by this Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Notes in the Trust; or (3) reduce the specified percentage of the aggregate Fractional Undivided Interests of the Trust which is required for any such supplemental agreement, or reduce such specified percentage required for any waiver of compliance with certain provisions of this Agreement or certain defaults hereunder and their consequences provided for in this Agreement; or (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the Intercreditor Agreement in a manner adverse to the Certificateholders; or (5) modify any of the provisions of this Section 9.02 or Section 6.05, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby; or (6) adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. It shall not be necessary for any Direction of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Direction shall approve the substance thereof. Section 9.03. Documents Affecting Immunity or Indemnity. Except for the performance of its covenants herein, if in the opinion of the Trustee any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity or indemnity in favor of the Trustee under this Agreement, the Trustee may in its discretion decline to execute such document. Section 9.04. Execution of Supplemental Agreements. In executing, or accepting the additional trusts created by, any agreement permitted by this Article or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. Section 9.05. Effect of Supplemental Agreements. Upon the execution of any agreement supplemental to this Agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement 57 -52- for all purposes; and every Holder of a Certificate theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.06. Conformity with Trust Indenture Act. Every supplemental agreement executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.07. Reference in Certificates to Supplemental Agreements. Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand. ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS Section 10.01. Amendments and Supplements to Indentures and Financing Documents. In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture, any other Financing Document, any Equipment Note or any other related document, the Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder registered on the Register as of the date of such notice. The Trustee shall request from the Certificateholders a Direction as to (a) whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of such Equipment Note has the option to direct, (b) whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as a holder of such Equipment Note or a Controlling Party and (c) how to vote (or direct the Subordination Agent to vote) any Equipment Note if a vote has been called for with respect thereto. Provided such a request for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing), (i) other than as Controlling Party, the Trustee shall vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (A) the aggregate face amounts of all Certificates actually voted in favor of or for giving consent to such action by such Direction of Certificateholders to (B) the aggregate face amount of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall vote as directed in such Certificateholder Direction by the Certificateholders evidencing a Fractional Undivided Interest aggregating not less than a majority in interest in the Trust. For purposes of the immediately preceding sentence, a Certificate shall have been "actually voted" if the Holder of such Certificate has delivered to the Trustee an instrument evidencing such Holder's consent to such Direction prior to two Business Days before the Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination Agent to 58 -53- consent and notify the Loan Trustee of such consent) to any amendment, modification, waiver or supplement under the relevant Indenture, any other Financing Document, any Equipment Note or any other related document, if an Event of Default hereunder shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. ARTICLE XI TERMINATION OF TRUST Section 11.01. Termination of the Trust. The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall terminate upon the earlier of (A) the completion of the assignment, transfer and discharge described in the first sentence of the immediately following paragraph and (B) distribution to all Holders of Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Upon the earlier of (i) the first Business Day after August 30, 2002, or, if later, the fifth Business Day following the Delivery Period Termination Date and (ii) the fifth Business Day following the date on which a Triggering Event occurs (such date, the "Transfer Date"), or, if later the date on which all of the conditions set forth in the immediately following sentence have been satisfied, the Trustee is hereby directed (subject only to the immediately following sentence) to, and the Company shall direct the institution that will serve as the Related Trustee under the Related Pass Through Trust Agreement to, execute and deliver the Assignment and Assumption Agreement, pursuant to which the Trustee shall assign, transfer and deliver all of the Trustee's right, title and interest to the Trust Property to the Related Trustee under the Related Pass Through Trust Agreement. The Trustee and the Related Trustee shall execute and deliver the Assignment and Assumption Agreement upon the satisfaction of the following conditions: (i) The Trustee, the Related Trustee and each of the Rating Agencies then rating the Certificates shall have received an Officer's Certificate and an Opinion of Counsel dated the date of the Assignment and Assumption Agreement and each satisfying the requirements of Section 1.02, which Opinion of Counsel shall be substantially to the effect set forth below and may be relied upon by the Beneficiaries (as defined in the Assignment and Assumption Agreement): (a) upon the execution and delivery thereof by the parties thereto in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, the Assignment and Assumption Agreement will constitute the valid and binding obligation of each of the parties thereto enforceable against each such party in accordance with its terms; (b) upon the execution and delivery of the Assignment and Assumption Agreement in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, each of the Certificates then 59 -54- Outstanding will be entitled to the benefits of the Related Pass Through Trust Agreement; (c) the Related Trust is not required to be registered as an investment company under the Investment Company Act of 1940, as amended; (d) the Related Pass Through Trust Agreement constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms; and (e) neither the execution and delivery of the Assignment and Assumption Agreement in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, nor the consummation by the parties thereto of the transactions contemplated to be consummated thereunder on the date thereof, will violate any law or governmental rule or regulation of the State of New York or the United States of America known to such counsel to be applicable to the transactions contemplated by the Assignment and Assumption Agreement. (ii) The Trustee and the Company shall have received (x) a copy of the articles of incorporation and bylaws of the Related Trustee certified as of the Transfer Date by the Secretary or Assistant Secretary of such institution and (y) a copy of the filing (including all attachments thereto) made by the institution serving as the Related Trustee with the Office of the Superintendent, State of New York Banking Department for the qualification of the Related Trustee under Section 131(3) of the New York Banking Law. Upon the execution of the Assignment and Assumption Agreement by the parties thereto, the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, and the Outstanding Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of this Agreement and the Related Pass Through Trust Agreement, without further signature or action of any party or Certificateholder, to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. By acceptance of its Certificate, each Certificateholder consents to such assignment, transfer and delivery of the Trust Property to the trustee of the Related Trust upon the execution and delivery of the Assignment and Assumption Agreement. In connection with the occurrence of the event set forth in clause (B) above, notice of such termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein 60 -55- specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties hereto or any of them. Section 12.02. Certificates Nonassessable and Fully Paid. Except as set forth in the last sentence of this Section 12.02, Certificateholders shall not be personally liable for obligations of the Trust, the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates, upon authentication thereof by the Trustee pursuant to Section 3.03, are and shall be deemed fully paid. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Trust, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association. Neither the existence of the Trust nor any provision herein is intended to or shall limit the liability the Certificateholders would otherwise incur if the Certificateholders owned Trust Property as co-owners, or incurred any obligations of the Trust, directly rather than through the Trust. Section 12.03. Notices. (a) Unless otherwise specifically provided herein, all notices required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or telecopy, and any such notice shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business Day, 61 -56- if to the Company, to: America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 Attention: Vice President-Treasurer Facsimile: (602) 693-5886 if to the Trustee, to: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 Telephone: (302) 651-8584 (b) The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. (c) Any notice or communication to Certificateholders shall be mailed by first-class mail to the addresses for Certificateholders shown on the Register kept by the Registrar. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders. (d) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it. (e) If the Company mails a notice or communication to the Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent at the same time. (f) Notwithstanding the foregoing, all communications or notices to the Trustee shall be deemed to be given only when received by a Responsible Officer of the Trustee. (g) The Trustee shall promptly furnish the Company with a copy of any demand, notice or written communication received by the Trustee hereunder from any Certificateholder, Owner Trustee or Loan Trustee. Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF DELAWARE AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 62 -57- Section 12.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the Trust, or of the Certificates or the rights of the Certificateholders thereof. Section 12.06. Trust Indenture Act Controls. Upon the occurrence of any Registration Event, this Agreement shall become subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions. From and after any Registration Event, if any provision of this Agreement limits, qualifies or conflicts with another provision which is required to be included in this Agreement by the Trust Indenture Act, the required provision shall control. Section 12.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 12.08. Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Trustee and the Company shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 12.09. Benefits of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. Section 12.10. Legal Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate shall not be a Business Day, then (notwithstanding any other provision of this Agreement) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period. Section 12.11. Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Section 12.12. Intention of Parties. The parties hereto intend that the Trust be classified for U.S. federal income tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as amended, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder and Investor, by its acceptance of its Certificate or a beneficial interest therein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The powers granted and 63 -58- obligations undertaken pursuant to this Agreement shall be so construed so as to further such intent. 64 -59- IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first written above. AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir ----------------------------------------- Name: Thomas T. Weir Title: Vice President and Treasurer WILMINGTON TRUST COMPANY, as Trustee By: /s/ W. Chris Sponenberg ----------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 65 EXHIBIT A FORM OF CERTIFICATE REGISTERED No._________ [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY 66 A-2 TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.]* BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.]** - ---------- * Not to be included on the face of the Regulation S Global Certificate. ** To be included on the face of each Global Certificate. 67 A-3 [GLOBAL CERTIFICATE]* AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1C-O 8.37% America West Airlines [Initial] [Exchange] Pass Through Certificate, Series 2001-1C-O Final Legal Distribution Date: October 2, 2008 evidencing a fractional undivided interest in a trust, the property of which includes certain equipment notes each secured by an Aircraft leased to or owned by America West Airlines, Inc. having a face amount of $[ ] representing [ ]% of the Trust per $1,000 face amount THIS CERTIFIES THAT _______________, for value received, is the registered owner of a Fractional Undivided Interest, having a face amount of $________ (__________dollars) in the America West Airlines Pass Through Trust, Series 2001-1C-O (the "Trust") created pursuant to a Pass Through Trust Agreement, dated as of May 17, 2001 (the "Agreement"), between Wilmington Trust Company (the "Trustee") and America West Airlines, Inc., a corporation incorporated under Delaware law (the "Company"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as "8.37% America West Airlines [Initial] [Exchange] Pass Through Certificates, Series 2001-1C-O" (herein called the "Certificates"). This Certificate is issued under and is subject to the terms, provisions, and conditions of the Agreement. By virtue of its acceptance hereof the Certificateholder of this Certificate assents to and agrees to be bound by the provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes an interest in certain Equipment Notes and all rights of the Trust to receive payments under the Intercreditor Agreement and any Liquidity Facility (the "Trust Property"). Each issue of the Equipment Notes is secured by, among other things, a security interest in the Aircraft leased to or owned by the Company. - ---------- * To be included on the face of each Global Certificate. 68 A-4 The Certificates represent fractional undivided interests in the Trust and the Trust Property, and have no rights, benefits or interest in respect of any assets or property other than the Trust Property. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from and to the extent of funds then available to the Trustee, there will be distributed on each April 2 and October 2 (a "Regular Distribution Date"), commencing on October 2, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments due on such Regular Distribution Date on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any of their affiliates. The Certificates are limited in right or payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and 69 A-5 upon all future Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, in the Borough of Manhattan, the City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. [The Holder of this Certificate is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of May 17, 2001, among the Company, the Trustee and the Initial Purchaser named therein (the "Registration Rights Agreement"). In the event that no Registration Event has occurred on or prior to the 210th day after the date of the issuance of the Certificates, the interest rate per annum payable in respect of the Equipment Notes and the Deposits shall be increased by 0.50%, from and including the 210th day after the Issuance Date to but excluding the earlier of (i) the date on which a Registration Event occurs and (ii) the date on which there cease to be any Registrable Certificates (as defined in the Registration Rights Agreement). In the event that the Shelf Registration Statement ceases to be effective at any time during the period specified by Section 2(b)(B) of the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate per annum payable in respect of the Equipment Notes and the Deposits shall be increased by 0.50% from the 61st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective (or, if earlier, the end of the period specified by Section 2(b)(B) of the Registration Rights Agreement).]* Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. Under certain circumstances set forth in Section 11.01 of the Agreement, all of the Trustee's right, title and interest to the Trust Property may be assigned, transferred and delivered to the Related Trustee of the Related Trust pursuant to the Assignment and Assumption Agreement. Upon the effectiveness of such Assignment and Assumption Agreement (the - ---------- * To be included only on each Initial Certificate. 70 A-6 "Transfer"), the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, the Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of the Agreement and the Related Pass Through Trust Agreement to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. Each Certificateholder, by its acceptance of this Certificate or a beneficial interest herein, agrees to be bound by the Assignment and Assumption Agreement and subject to the terms of the Related Pass Through Trust Agreement as a certificateholder thereunder. From and after the Transfer, unless and to the extent the context otherwise requires, references herein to the Trust, the Agreement and the Trustee shall constitute references to the Related Trust, the Related Pass Through Trust Agreement and trustee of the Related Trust, respectively. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of [$100,000]* [$1,000]** Fractional Undivided Interest and integral multiples of $1,000 in excess thereof except that one Certificate may be in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment by the Holder of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. - ---------- * To be included only on each Initial Certificate. ** To be included only on each Exchange Certificate. 71 A-7 UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. FROM AND AFTER THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 72 A-8 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1C-O By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee By: ----------------------------------------- Name: Title: 73 A-9 [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Certificates referred to in the within-mentioned Agreement. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee By: ----------------------------------------- Authorized Officer 74 A-10 FORM OF TRANSFER NOTICE FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ____________________ ____________________ please print or typewrite name and address including zip code of assignee ____________________ the within Certificate and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney to transfer said Certificate on the books of the Trustee with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT REGULATION S GLOBAL AND REGULATION S DEFINITIVE CERTIFICATES] In connection with any transfer of this Certificate occurring prior to the date that is the earlier of the date of an effective Registration Statement or the date two years after the later of the original issuance of this Certificate or the last date on which this Certificate was held by America West Airlines, Inc., the Trustee or any affiliate of such Persons, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] [ ] (a) this Certificate is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. or [ ] (b) this Certificate is being transferred other than in accordance with (a) above and documents are being furnished that comply with the conditions of transfer set forth in this Certificate and the Agreement. If neither of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Certificate in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.06 of the Agreement shall have been satisfied. 75 A-11 Date:__________________ [Name of Transferor] NOTE: The signature must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: ______________________ TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:__________________ _____________________________ NOTE: To be executed by an executive officer. 76 EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration Re: America West Airlines Pass Through Trust (the "Trust"), Series 2001-1C-O, America West Airlines Pass Through Certificates, Series 2001-1C-O (the "Certificates") Ladies and Gentlemen: In connection with our proposed sale of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: (1) the offer of the Certificates was not made to a person in the United States or to or for the account or benefit of a U.S. person; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 77 B-2 You and America West Airlines, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] 78 EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1C-O (the "Trust") Pass Through Certificates, Series 2001-1C-O (the "Certificates") ________________________ Ladies and Gentlemen: In connection with our proposed purchase of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that: 1. We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc. (the "Company") and Wilmington Trust Company (the "Trustee") relating to the Certificates, and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the "Securities Act"). 2. We are purchasing Certificates having an aggregate principal amount of not less than $100,000 and each account (if any) for which we are purchasing Certificates is purchasing Certificates having an aggregate principal amount of not less than $100,000. 3. We understand that the Certificates have not been registered under the Securities Act, that the Certificates are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act and that the Certificates may not be offered or resold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that, if we should sell any Certificates within two years after the later of the original issuance of such Certificate and the last date on which such Certificate is owned by the Company, the Trustee or any affiliate of any of such persons, we will 79 C-2 do so only (A) to the Company, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Certificates are restricted as stated herein. 4. We understand that, on any proposed resale of any Certificates, we will be required to furnish to the Company and the Trustee such certifications, legal opinions and other information as the Company and the Trustee may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. 5. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investments. 6. We are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless to the understanding that the disposition of our property shall at all times be and remain within our control. You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy thereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: ----------------------------------------- Name: Title: 80 EXHIBIT D FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT America West Airlines Pass Through Trust, Series 2001-1C ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ____________, (the "Agreement"), between Wilmington Trust Company, a Delaware banking corporation ("WTC"), not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or otherwise supplemented from time to time, the "Pass Through Trust Agreement") in respect of the America West Airlines Pass Through Trust, Series 2001-1C-O (the "Assignor"), and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement dated as of May 17, 2001 (the "New Pass Through Trust Agreement") in respect of the America West Airlines Pass Through Trust, Series 2001-1C-S (the "Assignee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the parties hereto desire to effect on the date hereof (the "Transfer Date") (a) the transfer by the Assignor to the Assignee of all of the right, title and interest of the Assignor in, under and with respect to, among other things, the Trust Property and each of the documents listed in Schedule I hereto (the "Scheduled Documents") and (b) the assumption by the Assignee of the obligations of the Assignor (i) under the Scheduled Documents and (ii) in respect of the Certificates issued under the Pass Through Trust Agreement; and WHEREAS, the Scheduled Documents permit such transfer upon satisfaction of certain conditions heretofore or concurrently herewith being complied with; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows (capitalized terms used herein without definition having the meaning ascribed thereto in the Pass Through Trust Agreement): 1. Assignment. The Assignor does hereby sell, assign, convey, transfer and set over unto the Assignee as of the Transfer Date all of its present and future right, title and interest in, under and with respect to the Trust Property and the Scheduled Documents and each other contract, agreement, document or instrument relating to the Trust Property or the Scheduled Documents (such other contracts, agreements, documents or instruments, together with the Scheduled Documents, to be referred to as the "Assigned Documents"), and any proceeds therefrom, together with all documents and instruments evidencing any of such right, title and interest. 2. Assumption. The Assignee hereby assumes for the benefit of the Assignor and each of the parties listed in Schedule II hereto (collectively, the "Beneficiaries") all of the duties and obligations of the Assignor, whenever accrued, pursuant to the Assigned Documents and hereby confirms that it shall be deemed a party to each of the Assigned Documents to which the Assignor is a party and shall be bound by all the terms thereof (including the agreements and obligations of the Assignor set forth therein) as if therein named as the Assignor. Further, the 81 D-2 Assignee hereby assumes for the benefit of the Assignor and the Beneficiaries all of the duties and obligations of the Assignor under the Outstanding Certificates and hereby confirms that the Certificates representing Fractional Undivided Interests under the Pass Through Trust Agreement shall be deemed for all purposes of the Pass Through Trust Agreement and the New Pass Through Trust Agreement to be certificates representing the same fractional undivided interests under the New Pass Through Trust Agreement equal to their respective beneficial interests in the trust created under the Pass Through Trust Agreement. 3. Effectiveness. This Agreement shall be effective upon the execution and delivery hereof by the parties hereto, and each Certificateholder, by its acceptance of its Certificate or a beneficial interest therein, agrees to be bound by the terms of this Agreement. 4. Payments. The Assignor hereby covenants and agrees to pay over to the Assignee, if and when received following the Transfer Date, any amounts (including any sums payable as interest in respect thereof) paid to or for the benefit of the Assignor that, under Section 1 hereof, belong to the Assignee. 5. Further Assurances. The Assignor shall, at any time and from time to time, upon the request of the Assignee, promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Assignee may reasonably request to obtain the full benefits of this Agreement and of the right and powers herein granted. The Assignor agrees to deliver the Global Certificates, and all Trust Property, if any, then in the physical possession of the Assignor, to the Assignee. 6. Representations and Warranties. (a) The Assignee represents and warrants to the Assignor and each of the Beneficiaries that: (i) it has all requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby and to carry out and perform the obligations of the "Pass Through Trustee" under the Assigned Documents; (ii) on and as of the date hereof, the representations and warranties of the Assignee set forth in Section 7.15 of the New Pass Through Trust Agreement are true and correct. (b) The Assignor represents and warrants to the Assignee that: (i) it is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the full trust power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its trust and fiduciary powers to execute and deliver this Agreement; (ii) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by it and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and (iii) this Agreement constitutes the legal, valid and binding obligations of it enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting 82 D-3 the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. 8. Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by both parties so long as each party shall sign at least one counterpart. 9. Third Party Beneficiaries. The Assignee hereby agrees, for the benefit of the Beneficiaries, that its representations, warranties and covenants contained herein are also intended to be for the benefit of each Beneficiary, and each Beneficiary shall be deemed to be an express third party beneficiary with respect thereto, entitled to enforce directly and in its own name any rights or claims it may have against such party as such beneficiary. IN WITNESS WHEREOF, the parties hereto, through their respective officers thereunto duly authorized, have duly executed this Assignment as of the day and year first above written. ASSIGNOR: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the America West Airlines Pass Through Trust 2001-1C-O By: ----------------------------------------- Title: ASSIGNEE: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the America West Airlines Pass Through Trust 2001-1C-S By: ----------------------------------------- Title: 83 Schedule I Schedule of Assigned Documents (1) Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the Other Trustee, the Policy Provider, the Liquidity Provider, the liquidity provider, if any, relating to the Certificates issued under (and as defined in) the Other Pass Through Trust Agreement and the Subordination Agent. (2) Registration Rights Agreement dated as of May 17, 2001 among the Initial Purchaser, the Trustee, the Other Trustee, and the Company. (3) Escrow and Paying Agent Agreement (Class C) dated as of May 17, 2001 among the Escrow Agent, the Initial Purchaser, the Trustee and the Paying Agent. (4) Note Purchase Agreement dated as of May 17, 2001 among the Company, the Trustee, the Other Trustee, the Depositary, the Escrow Agent, the Paying Agent and the Subordination Agent. (5) Deposit Agreement (Class C) dated as of May 17, 2001 between the Escrow Agent and the Depositary. (6) Each of the Operative Agreements (as defined in the Participation Agreement for each Aircraft) in effect as of the Transfer Date. 84 Schedule II Schedule of Beneficiaries Wilmington Trust Company, not in its individual capacity but solely as Pass Through Trustee, Subordination Agent, Paying Agent and Escrow Agent Westdeutsche Landesbank Girozentrale, as Liquidity Provider Citibank, N.A., as Depositary America West Airlines, Inc. Salomon Smith Barney Inc. Deutsch Banc Alex. Brown Inc. Mizuho International plc Banc One Capital Markets, Inc. Tokyo-Mitsubishi International plc Each of the other parties to the Assigned Documents 85 EXHIBIT E FORM OF NOTICE TO DESIGNATE NOMINEE AS WITHHOLDING AGENT (Treas. Reg.Section 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1)) [DATE] National Association of Securities Dealers, Inc. Market Operations 80 Merritt Blvd. Trumbull, CT 06611 Re: America West Airlines Pass Through Trust, Series 2001-1C-O Pass Through Certificates, Series 2001-1C-O With respect to distributions to be made on [INSERT DISTRIBUTION DATE] to holders of the above-referenced Pass Through Certificates in the amount of $ ____ per $1,000 principal amount of Certificate, we hereby designate the appropriate nominees to withhold from amounts distributable to any non-U.S. Person such amounts as required by Section 1446 of the Internal Revenue Code of 1986, as amended. The term "non-U.S. Person" means any person or entity that, for U.S. federal income tax purposes, is not a "U.S. Person." "U.S. Person" for this purpose means a citizen or resident of the United States, a corporation, partnership or other entity created or organized under the laws of the United States or any political subdivision thereof, or an estate or trust, the income of which is subject to U.S. federal income taxation regardless of its source. The date of record for determining holders of Certificates entitled to receive the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED RECORD DATE]. Very truly yours, EX-4.7 6 p65531ex4-7.txt EX-4.7 1 EXHIBIT 4.7 EXECUTION COPY - -------------------------------------------------------------------------------- PASS THROUGH TRUST AGREEMENT Dated as of May 17, 2001 between AMERICA WEST AIRLINES, INC. and WILMINGTON TRUST COMPANY, as Trustee America West Airlines Pass Through Trust, Series 2001-1C-S 8.37% Initial Pass Through Certificates, Series 2001-1C-S 8.37% Exchange Pass Through Certificates, Series 2001-1C-S - -------------------------------------------------------------------------------- 2 Reconciliation and tie between America West Airlines Pass Through Trust Agreement, Series 2001-1C-S dated as of May 17, 2001, and the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through Trust Agreement. Trust Indenture Act Pass Through Trust of 1939 Section Agreement Section ------------------- ------------------ 310(a)(1) 7.08 (a)(2) 7.08 312(a) 3.05; 8.01; 8.02 313(a) 7.06; 8.03 314(a) 8.04(a),(c) & (d) (a)(4) 8.04(e) (c)(1) 1.02 (c)(2) 1.02 (d)(1) 7.13; 11.01 (d)(2) 7.13; 11.01 (d)(3) 2.01 (e) 1.02 315(b) 7.02 316(a)(last sentence) 1.04(c) (a)(1)(A) 6.04 (a)(1)(B) 6.05 (b) 6.06 (c) 1.04(e) 317(a)(1) 6.03 (b) 7.13 318(a) 12.06 3 TABLE OF CONTENTS SECTION PAGE ARTICLE I DEFINITIONS.......................................................2 Section 1.01. Definitions..............................................2 Section 1.02. Compliance Certificates and Opinions....................13 Section 1.03. Form of Documents Delivered to Trustee..................14 Section 1.04. Directions of Certificateholders........................14 ARTICLE II ACQUISITION OF TRUST PROPERTY...................................15 Section 2.01. Acquisition of Trust Property...........................15 Section 2.02. Acceptance by the Trustee...............................16 Section 2.03. Limitation of Powers....................................16 ARTICLE III THE CERTIFICATES...............................................16 Section 3.01. Title, Form, Denomination and Execution of Certificates.16 Section 3.02. Restrictive Legends.....................................19 Section 3.03. Authentication of Certificates..........................20 Section 3.04. Transfer and Exchange...................................20 Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates ......21 Section 3.06. Special Transfer Provisions.............................23 Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates.......26 Section 3.08. Persons Deemed Owners...................................26 Section 3.09. Cancellation............................................26 Section 3.10. Temporary Certificates..................................26 Section 3.11. Limitation of Liability for Payments....................27 Section 3.12. ERISA Restrictive Legend................................27 ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.................28 Section 4.01. Certificate Account and Special Payments Account........28 Section 4.02. Distributions from Certificate Account and Special Payments Account .......................................28 Section 4.03. Statements to Certificateholders........................29 Section 4.04. Investment of Special Payment Moneys....................31 ARTICLE V THE COMPANY......................................................31 Section 5.01. Maintenance of Corporate Existence......................31 Section 5.02. Consolidation, Merger, Etc..............................31 ARTICLE VI DEFAULT.........................................................32 Section 6.01. Events of Default.......................................32 Section 6.02. Incidents of Sale of Equipment Notes....................34 Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit .........................................34 Section 6.04. Control by Certificateholders...........................35 Section 6.05. Waiver of Past Defaults.................................35 4 SECTION PAGE Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired .....................................36 Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions ...............................36 Section 6.08. Remedies Cumulative.....................................36 ARTICLE VII THE TRUSTEE....................................................37 Section 7.01. Certain Duties and Responsibilities.....................37 Section 7.02. Notice of Defaults......................................37 Section 7.03. Certain Rights of Trustee...............................37 Section 7.04. Not Responsible for Recitals or Issuance of Certificates ...........................................39 Section 7.05. May Hold Certificates...................................39 Section 7.06. Money Held in Trust.....................................39 Section 7.07. Compensation and Reimbursement..........................39 Section 7.08. Corporate Trustee Required; Eligibility.................40 Section 7.09. Resignation and Removal; Appointment of Successor.......41 Section 7.10. Acceptance of Appointment by Successor..................42 Section 7.11. Merger, Conversion, Consolidation or Succession to Business ............................................42 Section 7.12. Maintenance of Agencies.................................43 Section 7.13. Money for Certificate Payments to Be Held in Trust......44 Section 7.14. Registration of Equipment Notes in Name of Subordination Agent ....................................44 Section 7.15. Representations and Warranties of Trustee...............44 Section 7.16. Withholding Taxes, Information Reporting................45 Section 7.17. Trustee's Liens.........................................46 Section 7.18. Preferential Collection of Claims.......................46 ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE..............46 Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders ........................46 Section 8.02. Preservation of Information; Communications to Certificateholders .....................................46 Section 8.03. Reports by Trustee......................................46 Section 8.04. Reports by the Company..................................46 ARTICLE IX SUPPLEMENTAL AGREEMENTS.........................................48 Section 9.01. Supplemental Agreements Without Consent of Certificateholders .....................................48 Section 9.02. Supplemental Agreements with Consent of Certificateholders .....................................49 Section 9.03. Documents Affecting Immunity or Indemnity...............50 Section 9.04. Execution of Supplemental Agreements....................50 Section 9.05. Effect of Supplemental Agreements.......................50 Section 9.06. Conformity with Trust Indenture Act.....................50 Section 9.07. Reference in Certificates to Supplemental Agreements....50 ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS.................51 Section 10.01. Amendments and Supplements to Indentures and Financing Documents ...................................51 ii 5 SECTION PAGE ARTICLE XI TERMINATION OF TRUST............................................51 Section 11.01. Termination of the Trust...............................51 ARTICLE XII MISCELLANEOUS PROVISIONS.......................................52 Section 12.01. Limitation on Rights of Certificateholders.............52 Section 12.02. Certificates Nonassessable and Fully Paid..............52 Section 12.03. Notices................................................53 Section 12.04. Governing Law..........................................54 Section 12.05. Severability of Provisions.............................54 Section 12.06. Trust Indenture Act Controls...........................54 Section 12.07. Effect of Headings and Table of Contents...............54 Section 12.08. Successors and Assigns.................................54 Section 12.09. Benefits of Agreement..................................54 Section 12.10. Legal Holidays.........................................54 Section 12.11. Counterparts...........................................55 Section 12.12. Intention of Parties...................................55 Exhibit A - Form of Certificate to Request Removal of Restricted Legend Exhibit B - Form of Certificate to be Delivered by an Institutional Accredited Investor iii 6 PASS THROUGH TRUST AGREEMENT This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the "Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1C-S and the 8.37% America West Airlines Pass Through Trust, Series 2001-1C-S Pass Through Certificates representing fractional undivided interests in the Trust. WITNESSETH: WHEREAS, the Company has obtained commitments from AVSA for the delivery of certain Aircraft; WHEREAS, as of the Transfer Date, the Company will have financed (or refinanced) the acquisition of all or a portion of the Aircraft either (i) through separate leveraged lease transactions in which the Company will lease such aircraft (collectively, the "Leased Aircraft") or (ii) through separate secured loan transactions in which the Company will own such Aircraft (collectively, the "Owned Aircraft"); WHEREAS, as of the Transfer Date, in the case of each Leased Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner Participant, will have issued pursuant to an Indenture, on a non-recourse basis, three series of Equipment Notes in order to finance a portion of its purchase price of such Leased Aircraft; WHEREAS, as of the Transfer Date, in the case of each Owned Aircraft, the Company will have issued pursuant to an Indenture, on a recourse basis, three series of Equipment Notes to finance a portion of the purchase price of such Owned Aircraft; WHEREAS, as of the Transfer Date, the Related Trustee will assign, transfer and deliver all of such trustee's right, title and interest to the trust property held by the Related Trustee to the Trustee pursuant to the Assignment and Assumption Agreement; WHEREAS, the Trustee, effective only, but automatically, upon execution and delivery of the Assignment and Assumption Agreement, will be deemed to have declared the creation of the Trust for the benefit of the Certificateholders, and each holder of Certificates outstanding as of the Transfer Date, as the grantors of the Trust, by their respective acceptances of the Certificates, will join in the creation of this Trust with the Trustee; WHEREAS, all Certificates deemed issued by the Trust will evidence fractional undivided interests in the Trust and will convey no rights, benefits or interests in respect of any property other than the Trust Property except for those Certificates to which an Escrow Receipt (as defined below) has been affixed; WHEREAS, the Company has duly authorized the execution, delivery and effectiveness of this Agreement as the "issuer", as such term is defined in and solely for purposes of the Securities Act, of the Certificates deemed to be issued pursuant hereto and as the 7 2 "obligor", as such term is defined in and solely for purposes of the Trust Indenture Act of 1939, as amended, with respect to all such Certificates and is undertaking to perform certain administrative and ministerial duties hereunder and is also undertaking to pay the ongoing fees and expenses of the Trustee; WHEREAS, upon the execution and delivery of the Assignment and Assumption Agreement, all of the conditions and requirements necessary to make this Agreement a valid, binding and legal instrument, enforceable in accordance with its terms and for the purposes herein expressed, will have been done, performed and fulfilled, and the execution and delivery of this Agreement in the form and with the terms hereof will have been in all respects duly authorized; and WHEREAS, upon issuance of the Exchange Certificates, if any, or the effectiveness of the Shelf Registration Statement, this Agreement, as amended or supplemented from time to time, will be subject to the provisions of the Trust Indenture Act of 1939, and shall, to the extent applicable, be governed by such provisions; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms used in this Agreement, including in the recitals to this Agreement, that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or by the rules promulgated under the Trust Indenture Act, have the meanings assigned to them therein; (3) all references in this Agreement to designated "Articles", "Sections", "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Agreement; (4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision; and (5) unless the context otherwise requires, whenever the words "including", "include" or "includes" are used herein, it shall be deemed to be followed by the phrase "without limitation". 8 3 Affiliate: Means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" means the power, directly or indirectly, to direct the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agent Members: Has the meaning specified in Section 3.05. Agreement: Has the meaning specified in the initial paragraph hereto. Aircraft: Has the meaning specified in the Note Purchase Agreement. Aircraft Purchase Agreement: Has the meaning specified in the Note Purchase Agreement. Assignment and Assumption Agreement: Means the assignment and assumption agreement substantially in the form of Exhibit D to the Related Pass Through Trust Agreement to be executed and delivered in accordance with Section 11.01 of the Related Pass Through Trust Agreement. Authorized Agent: Means any Paying Agent or Registrar for the Certificates. Avoidable Tax: Means a state or local tax (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries. Business Day: Means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long as any Certificate is outstanding, the city and state in which the Trustee or any Loan Trustee maintains its Corporate Trust Office or receives and disburses funds. Certificate: Means any one of the Initial Certificates or Exchange Certificates issued by the Related Trust and that are "Outstanding" (as defined in the Related Pass Through Trust Agreement) as of the Transfer Date (the "Transfer Date Certificates") and any such Initial Certificates or Exchange Certificates issued in exchange therefor or replacement thereof pursuant to this Agreement. Certificate Account: Means the account or accounts created and maintained pursuant to Section 4.01(a). 9 4 Certificate Purchase Agreement: Means the Purchase Agreement dated May 10, 2000 among the Initial Purchasers and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Certificateholder or Holder: Means the Person in whose name a Certificate is registered in the Register. Clearstream: Means Clearstream Banking, societe anonyme, organized under Luxembourg law (formerly known as Cedelbank) or any successor thereto. Company: Means America West Airlines, Inc., a Delaware corporation, or its successor in interest pursuant to Section 5.02, or (only in the context of provisions hereof, if any, where such reference is required for purposes of compliance with the Trust Indenture Act) any other "obligor" (within the meaning of the Trust Indenture Act) with respect to the Certificates. Controlling Party: Has the meaning specified in the Intercreditor Agreement. Corporate Trust Office: With respect to the Trustee or any Loan Trustee, means the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. Definitive Certificates: Has the meaning specified in Section 3.01(e). Delivery Period Termination Date: Has the meaning specified in the Related Pass Through Trust Agreement. Deposits: Has the meaning specified in the Deposit Agreement. Deposit Agreement: Means the Deposit Agreement dated as of May 17, 2001 relating to the Certificates between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Depositary: Means Citibank, N.A. Direction: Has the meaning specified in Section 1.04(a). Distribution Date: Means any Regular Distribution Date or Special Distribution Date as the context requires. DTC: Means The Depository Trust Company, its nominees and their respective successors. EBO Date: Means the date set forth on Schedule 1 to the Lease as the "EBO Date". Equipment Notes: Means the equipment notes issued under the Indentures. 10 5 ERISA: Means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor federal statute. ERISA Legend: Has the meaning specified in Section 3.12. Escrow Agent: Means, initially, Wilmington Trust Company, and any replacement or successor therefor appointed in accordance with the Escrow Agreement. Escrow Agreement: Means the Escrow and Paying Agent Agreement dated as of May 17, 2001 relating to the Certificates, among the Escrow Agent, the Escrow Paying Agent, the Related Trustee (and after the Transfer Date, the Trustee) and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Escrow Paying Agent: Means the Person acting as paying agent under the Escrow Agreement. Escrow Receipt: Means the receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder. Euroclear: Means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. Event of Default: Means an Indenture Default under any Indenture pursuant to which Equipment Notes held by the Trust were issued. Exchange Certificates: Means the pass through certificates issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated under the Related Pass Through Trust Agreement (prior to the Transfer Date) or hereunder (after the Transfer Date). Exchange Offer: Means the exchange offer which may be made pursuant to the Registration Rights Agreement to exchange Initial Certificates for Exchange Certificates. Exchange Offer Registration Statement: Means the registration statement that, pursuant to the Registration Rights Agreement, is filed by the Company with the SEC with respect to the exchange of Initial Certificates for Exchange Certificates. Final Legal Distribution Date: Means October 2, 2008. Final Withdrawal: Has the meaning specified in the Escrow Agreement. Final Withdrawal Date: Has the meaning specified in the Escrow Agreement. Financing Documents: With respect to any Equipment Note, means (i) the Indenture and the Participation Agreement relating to such Equipment Note, and (ii) in 11 6 the case of any Equipment Note related to a Leased Aircraft, the Lease relating to such Leased Aircraft. Fractional Undivided Interest: Means the fractional undivided interest in the Trust that is evidenced by a Certificate. Global Certificates: Has the meaning specified in Section 3.01(d). Global Exchange Certificate: Has the meaning specified in Section 3.01(f). Indenture: Means each of the separate trust indentures and mortgages relating to the Aircraft, each as specified or described in a Delivery Notice delivered pursuant to the Note Purchase Agreement or the related Participation Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Indenture Default: With respect to any Indenture, means any Event of Default (as such term is defined in such Indenture). Initial Certificates: Means the "Initial Certificates" issued and authenticated under the Related Pass Through Trust Agreement, and any certificates issued and authenticated thereunder substantially in the form of Exhibit A thereto other than the Exchange Certificates. Initial Purchaser: Means Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc. Institutional Accredited Investor: Means an institutional investor that is an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Intercreditor Agreement: Means the Intercreditor Agreement dated as of May 17, 2001 among the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and after the Transfer Date, the Other Trustees), the Liquidity Provider, the liquidity provider relating to the Certificates issued under (and as defined in) the Related Other Pass Through Trust Agreements, the Policy Provider and Wilmington Trust Company, as Subordination Agent and as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Investors: Means the Initial Purchasers together with all subsequent beneficial owners of the Certificates. Issuance Date: Means the date of the issuance of the Initial Certificates. Lease: Means, with respect to each Leased Aircraft, the lease between an Owner Trustee, as the lessor, and the Company, as the lessee, referred to in the related Indenture, 12 7 as such lease may be amended, supplemented or otherwise modified in accordance with its terms. Leased Aircraft: Has the meaning specified in the second recital to this Agreement. Liquidity Facility: Means, initially, the Revolving Credit Agreement dated as of May 17, 2001 relating to the Certificates, between the Liquidity Provider and the Subordination Agent, as agent and trustee for the Trustee, and, from and after the replacement of such Agreement pursuant to the Intercreditor Agreement, the replacement liquidity facility therefor, in each case as amended, supplemented or otherwise modified from time to time in accordance with their respective terms. Liquidity Provider: Means, initially, Westdeutsche Landesbank Girozentrale, and any replacement or successor therefor appointed in accordance with the Intercreditor Agreement. Loan Trustee: With respect to any Equipment Note or the Indenture applicable thereto, means the bank or trust company designated as trustee under such Indenture, together with any successor to such trustee appointed pursuant thereto. Material Adverse Tax Event: Has the meaning specified in Section 17.3(a)(4) of the Lease. Non-U.S. Person: Means a Person that is not a "U.S. person", as defined in Regulation S. Note Purchase Agreement: Means the Note Purchase Agreement dated as of May 17, 2001 among the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and after the Transfer Date, the Other Trustees), the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time, in accordance with its terms. Offering Circular: Means the Offering Memorandum dated May 10, 2000 relating to the offering of the Certificates and the other certificates issued under the Related Other Pass Through Trust Agreements. Officer's Certificate: Means a certificate signed, (a) in the case of the Company, by any Vice President or more senior officer of the Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a Responsible Officer of such Owner Trustee or such Loan Trustee, as the case may be. Opinion of Counsel: Means a written opinion of legal counsel who (a) in the case of counsel for the Company may be (i) the General Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman & Kammholz LLP, or (iv) such other counsel designated by the Company and reasonably acceptable to the Trustee and (b) in the case of counsel for any Owner Trustee or any Loan Trustee may be such counsel as 13 8 may be designated by any of them whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to the Trustee. Other Pass Through Trust Agreements: Means the other America West Airlines 2001-1 Pass Through Trust Agreements relating to the America West Airlines Pass Through Trust, Series 2001-1G-S and the America West Airlines Pass Through Trust, Series 2001-1D-S, dated the date hereof. Other Trustees: Means the trustee under the Other Pass Through Trust Agreement, and any successor or other trustee appointed as provided therein. Other Trusts: Means the America West Airlines Pass Through Trust, Series 2001-1G-S and the America West Airlines Pass Through Trust, Series 2001-1D-S created under the Other Pass Through Trust Agreement. Outstanding: When used with respect to Certificates, means, as of the date of determination, all Transfer Date Certificates, and all other Certificates theretofore authenticated and delivered under this Agreement, in each case except: (i) Certificates theretofore canceled by the Registrar or delivered to the Trustee or the Registrar for cancellation; (ii) Certificates for which money in the full amount required to make the final distribution with respect to such Certificates pursuant to Section 11.01 hereof has been theretofore deposited with the Trustee in trust for the Holders of such Certificates as provided in Section 4.01 pending distribution of such money to such Certificateholders pursuant to payment of such final distribution; and (iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Agreement. Owned Aircraft: Has the meaning specified in the second recital to this Agreement. Owner Participant: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Participant" as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner Participant; and Owner Participants at any time of determination means all of the Owner Participants thus referred to in the Indentures. Owner Trustee: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Trustee", as referred to in the Indenture pursuant to which such Equipment Note is issued, not in its individual capacity but solely as trustee; and Owner Trustees means all of the Owner Trustees party to any of the Indentures. Participation Agreement: Means each Participation Agreement to be entered into by the Related Trustee pursuant to the Note Purchase Agreement, as the same may be amended, supplemented or otherwise modified in accordance with its terms. 14 9 Paying Agent: Means the paying agent maintained and appointed for the Certificates pursuant to Section 7.12. Permitted Investments: Means obligations of the United States of America or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such lesser time as is required for the distribution of any Special Payments on a Special Distribution Date. Person: Means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization, or government or any agency or political subdivision thereof. Policy: Has the meaning specified in the Intercreditor Agreement. Policy Provider: Has the meaning specified in the Intercreditor Agreement. Policy Provider Agreement: Has the meaning specified in the Intercreditor Agreement. Policy Provider Default: Has the meaning specified in the Intercreditor Agreement. Pool Balance: Means, as of any date, (i) the original aggregate face amount of the "Certificates" as defined in the Related Pass Through Trust Agreement, less (ii) the aggregate amount of all payments made in respect of such Certificates other than payments made in respect of interest or premium thereon or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property held in such Trust and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. Pool Factor: Means, as of any date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance as at such date by (ii) the original aggregate face amount of the "Certificates" as defined in the Related Pass Through Trust Agreement. The Pool Factor as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. PTC Event of Default: Means any failure to pay within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance on the Final Legal Distribution Date or (ii) interest due on the Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or Drawings (as defined in the Intercreditor Agreement), or a withdrawal or withdrawals pursuant to Section 3.6(f) of the 15 10 Intercreditor Agreement, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee). QIB: Means a qualified institutional buyer as defined in Rule 144A. Record Date: Means (i) for Scheduled Payments to be distributed on any Regular Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Regular Distribution Date, and (ii) for Special Payments to be distributed on any Special Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Special Distribution Date. Register and Registrar: Mean the register maintained and the registrar appointed pursuant to Sections 3.04 and 7.12. Registration Event: Means the declaration of the effectiveness by the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement. Registration Rights Agreement: Means the Exchange and Registration Rights Agreement dated as of May 17, 2001, among the Initial Purchaser, the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustee (and after the Transfer Date, the Other Trustee) and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Regular Distribution Date: With respect to distributions of Scheduled Payments in respect of the Certificates, means each date designated as a Regular Distribution Date in the Certificates issued pursuant to this Agreement, until payment of all the Scheduled Payments to be made under the Equipment Notes held in the Trust have been made; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Regulation S: Means Regulation S under the Securities Act or any successor regulation thereto. Regulation S Definitive Certificates: Has the meaning specified in Section 3.01(e). Regulation S Global Certificates: Has the meaning specified in Section 3.01(d). Related Other Pass Through Trust Agreement: Means the "Other Pass Through Trust Agreements" as defined in the Related Pass Through Trust Agreement. Related Other Trustee: Means the "Other Trustees" as defined in the Related Pass Through Trust Agreement. Related Other Trust: Means the "Other Trusts" as defined in the Related Pass Through Trust Agreement. 16 11 Related Pass Through Trust Agreement: Means the Pass Through Trust Agreement relating to the America West Airlines Pass Through Trust, Series 2001-1C-O, dated as of the date hereof, between the Company and the institution acting as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Related Trust: Means the America West Pass Through Trust, Series 2001-1C-O, formed under the Related Pass Through Trust Agreement. Related Trustee: Means the trustee under the Related Pass Through Trust Agreement. Responsible Officer: With respect to the Trustee, any Loan Trustee and any Owner Trustee, means any officer in the Corporate Trust Office of the Trustee, Loan Trustee or Owner Trustee or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. Restricted Definitive Certificates: Has the meaning specified in Section 3.01(e). Restricted Global Certificate: Has the meaning specified in Section 3.01(c). Restricted Legend: Has the meaning specified in Section 3.02. Restricted Period: Has the meaning specified in Section 3.01(d). Rule 144A: Means Rule 144A under the Securities Act and any successor rule thereto. Scheduled Payment: With respect to any Equipment Note, means (i) any payment of principal or interest on or in respect of such Equipment Note (other than any such payment which is not in fact received by the Subordination Agent within five days of the date on which such payment is scheduled to be made) due from the obligor thereon or (ii) any payment of interest on the Certificates with funds drawn under any Liquidity Facility or any payment of interest on or principal of the Certificates with funds drawn under the Policy, which payment in any such case represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided that any payment of principal, premium, if any, or interest resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment. SEC: Means the Securities and Exchange Commission, as from time to time constituted or created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 17 12 Securities Act: Means the United States Securities Act of 1933, as amended from time to time, or any successor thereto. Shelf Registration Statement: Means the shelf registration statement which may be required to be filed by the Company with the SEC pursuant to any Registration Rights Agreement, other than an Exchange Offer Registration Statement. Special Distribution Date: Means each date on which a Special Payment is to be distributed as specified in this Agreement; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Special Redemption Premium: Means the premium payable by the Company in respect of the Final Withdrawal pursuant to the Note Purchase Agreement. Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as defined in each Indenture) or Special Redemption Premium. Special Payments Account: Means the account or accounts created and maintained pursuant to Section 4.01(b). Subordination Agent: Has the meaning specified in the Intercreditor Agreement. Substitute Aircraft: Has the meaning specified in the Note Purchase Agreement. Tax: Means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. Taxing Authority: Means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. Transfer Date: Means the moment of execution and delivery of the Assignment and Assumption Agreement by each of the parties thereto. Transfer Date Certificates: Has the meaning specified in the definition of "Certificates". Trust: Means the trust created by this Agreement, the estate of which consists of the Trust Property. Trust Indenture Act: Means the United States Trust Indenture Act of 1939, as amended from time to time, or any successor thereto. 18 13 Trust Property: Means (i) the Equipment Notes held as the property of the Trust and, subject to the Intercreditor Agreement, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note and (iii) all rights of the Trust and the Trustee, on behalf of the Trust, under the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Liquidity Facilities, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Trust pursuant to the Intercreditor Agreement or the Liquidity Facilities, provided, that rights with respect to the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Equipment Notes to be held in the Related Pass Through Trust Agreement, will not constitute Trust Property. Trustee: Means Wilmington Trust Company, or its successor in interest, and any successor or other trustee appointed as provided herein. Trustee's Lien: Has the meaning specified in Section 7.17. Unindemnified Tax: Means (i) any Tax imposed on the net income, net worth or capital, or any franchise Tax or similar doing business Tax, of the Pass Through Trustee (other than any such Tax imposed as a result of the Company's assumption of the Equipment Notes pursuant to the purchase of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any withholding Tax imposed by the United States (including, without limitation, any withholding Tax imposed by the United States which is imposed or increased as a result of the Pass Through Trustee failing to deliver to the Company any certificate or document necessary to establish that payments under this Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax. Section 1.02. Compliance Certificates and Opinions. Upon any application or request (except with respect to matters set forth in Article II) by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Agreement, the Company, such Owner Trustee or such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than a certificate provided pursuant to Section 8.04(e)) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Agreement relating thereto; 19 14 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or several documents. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement or, in respect of the Certificates, this Agreement, they may, but need not, be consolidated and form one instrument. Section 1.04. Directions of Certificateholders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement to be given or taken by Certificateholders (a "Direction") may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Company and any Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. 20 15 (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates Outstanding have given any Direction under this Agreement, Certificates owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company or any Affiliate thereof. (d) For all purposes of this Agreement, all Initial Certificates constituting Certificates and all Exchange Certificates constituting Certificates shall vote and take all other actions of Certificateholders together as one series of Certificates. (e) The Company may at its option, by delivery of an Officer's Certificate to the Trustee, set a record date to determine the Certificateholders entitled to give any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Certificateholders of record at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates shall be computed as of such record date; provided that no such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record date. (f) Any Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate. (g) Except as otherwise provided in Section 1.04(c), Certificates owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates. ARTICLE II ACQUISITION OF TRUST PROPERTY Section 2.01. Acquisition of Trust Property. (a) The Trustee is hereby irrevocably authorized and directed to execute and deliver the Assignment and Assumption Agreement on the date specified in Section 11.01 of the Related Pass Through Trust Agreement, subject only to the satisfaction of the conditions to such execution set forth in said Section 11.01. This Agreement (except only for the immediately preceding sentence hereof, which is effective 21 16 upon execution and delivery hereof) shall become effective upon the execution and delivery of the Assignment and Assumption Agreement by the Trustee and the Related Trustee, automatically and without any further signature or action on the part of the Company and the Trustee, and shall thereupon constitute the legal, valid and binding obligation of the parties hereto enforceable against each of the parties hereto in accordance with its terms. Upon such execution and delivery of the Assignment and Assumption Agreement, the Related Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Trust in exchange for their interests in the Related Trust equal to their respective beneficial interests in the Related Trust and the "Outstanding" (as defined in the Related Pass Through Trust Agreement) pass through certificates representing fractional undivided interests in the Related Trust shall be deemed for all purposes of this Agreement and the Related Pass Through Trust Agreement, without further signature or action of any party or Certificateholder, to be Certificates representing the same Fractional Undivided Interests in the Trust and the Trust Property. By acceptance of its Certificate, each Certificateholder consents to and ratifies such assignment, transfer and delivery of the trust property of the Related Trust to the Trustee upon the execution and delivery of the Assignment and Assumption Agreement. Section 2.02. Acceptance by the Trustee. The Trustee, upon the execution and delivery of the Assignment and Assumption Agreement, acknowledges its acceptance of all right, title and interest in and to the Trust Property and declares that the Trustee holds and will hold such right, title and interest for the benefit of all then present and future Certificateholders, upon the trusts herein set forth. Subject to Section 7.14, the Trustee shall take all actions reasonably necessary to maintain the registration of all such Equipment Notes in the name of the Subordination Agent. By the acceptance of each Certificate issued to it under the Related Pass Through Trust Agreement and deemed issued under this Agreement, each holder of any such Certificate as grantor of the Trust thereby joins in the creation and declaration of the Trust. Section 2.03. Limitation of Powers. The Trust is constituted solely for the purpose of making the investment in the Equipment Notes, and, except as set forth herein, the Trustee shall not be authorized or empowered to acquire any other investments or engage in any other activities including without limitation purchasing any Equipment Note issued in connection with the redemption of outstanding Equipment Notes under any Indenture and, in particular, the Trustee shall not be authorized or empowered to do anything that would cause such Trust to fail to qualify as a "grantor trust" for federal income tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the respective Indentures) by bidding such Equipment Notes or otherwise, or taking any action with respect to any such Aircraft once acquired). ARTICLE III THE CERTIFICATES Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Initial Certificates constituting Certificates shall be known as the "8.37% Initial Pass Through Certificates, Series 2001-1C-S" and the Exchange Certificates constituting Certificates shall be known as the "8.37% Exchange Pass Through Certificates, Series 2001-1C-S", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be 22 17 substantially in the form set forth as Exhibit A to the Related Pass Through Trust Agreement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Related Pass Through Trust Agreement or this Agreement, as the case may be, or as the Trustee may deem appropriate to reflect the fact that the Certificates are being issued hereunder as opposed to the Related Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Certificates (provided that such letters, numbers or other marks of identification and such legends or endorsements are in a form acceptable to the Company). At the Escrow Agent's request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to any Certificate issued hereunder. Any transfer or exchange of any Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any Certificate shall be permitted unless the corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Certificate to which an Escrow Receipt is attached, each Holder of such a Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt set forth herein and in the Escrow Agreement. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $57,021,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be in the form of one or more Global Certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate"). Such Restricted Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be in the form of one or more global Certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement (each a "Regulation S Global Certificate"). Such Regulation S Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Clearstream. As used herein, the term "Restricted 23 18 Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the "Certificates" (as defined in the Related Pass Through Trust Agreement) are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Certificate Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) shall be substantially in the form of Exhibit A to the Related Pass Through Trust Agreement in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates"). Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued in definitive, fully registered form without interest coupons (the "Regulation S Definitive Certificates"). The Restricted Definitive Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates exchanged for Initial Certificates under the Related Pass Through Trust Agreement shall be in the form of one or more global Certificates substantially in the form of Exhibit A thereto (each, a "Global Exchange Certificate"). Exchange Certificates issued under this Trust shall be in the form of one or more global certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement, except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A to the Related Pass Through Trust Agreement relating to the nature of the Exchange Certificates or to reflect the fact that the Certificates are being issued hereunder as opposed to the Related Pass Through Trust Agreement, as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clause (i) and (ii) of the second sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The Definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be 24 19 produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Section 3.02. Restrictive Legends. All Initial Certificates issued for resale pursuant to Rule 144A or offered and sold to any Institutional Accredited Investor which is not a QIB (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) shall be "Restricted Certificates" and shall bear a legend to the following effect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE 25 20 SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN. Section 3.03. Authentication of Certificates. (a) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. (b) Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trust notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office on the date of such Certificates. Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (the "Register") of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such Certificates and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering such Certificates and transfers and exchanges of 26 21 such Certificates as herein provided. The Company, upon notice to the Trustee, may change the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Trust, evidencing the same interest therein, and entitled to the same benefits under this Agreement, as the Certificates surrendered upon such registration of transfer or exchange. A Certificateholder may transfer a Certificate, or request that a Certificate be exchanged for Certificates in an aggregate Fractional Undivided Interest equal to the Fractional Undivided Interest of such Certificate surrendered for exchange of other authorized denominations, by surrender of such Certificate to the Trustee with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar; provided that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be provided to the Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent), and that ownership of a beneficial interest in the Certificate shall be required to be reflected in book-entry. When Certificates are presented to the Registrar with a request to register the transfer thereof or to exchange them for other authorized denominations of a Certificate in a Fractional Undivided Interest equal to the aggregate Fractional Undivided Interest of Certificates surrendered for exchange, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Certificates at the Registrar's request. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates. (a) Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary 27 22 practices governing the exercise of the rights of a holder of any Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record DTC as the registered holder of such Global Certificate. (b) Transfers of any Global Certificate shall be limited to transfers of such Restricted Global Certificate or Regulation S Global Certificate in whole, but not in part, to DTC. Beneficial interests in the Restricted Global Certificate and any Regulation S Global Certificate may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 3.06. Beneficial interests in a Restricted Global Certificate or a Regulation S Global Certificate shall be (or, under the Related Pass Through Trust Agreement, may have been) delivered to all beneficial owners thereof in the form of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee that it is unwilling or unable to continue as depositary for such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, and a successor depositary is not appointed by the Trustee within 90 days of such notice, and (ii) after the occurrence and during the continuance of an Event of Default, owners of beneficial interests in a Global Certificate with Fractional Undivided Interests aggregating not less than a majority in interest in the Trust advise the Trustee, the Company and DTC through Agent Members in writing that the continuation of a book-entry system through DTC or its successor is no longer in their best interests. (c) Any beneficial interest in one of the Global Certificates that is transferred to a Person who takes delivery in the form of an interest in another Global Certificate will, upon such transfer, cease to be an interest in such Global Certificate and become an interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Certificate for as long as it remains such an interest. (d) In connection with the transfer of an entire Restricted Global Certificate or an entire Regulation S Global Certificate to the beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, an equal aggregate principal amount of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, of authorized denominations. None of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor clearing agency. (e) Any Definitive Certificate delivered in exchange for an interest in the Restricted Global Certificate pursuant to paragraph (b) of this Section 3.05 shall, except as otherwise provided by paragraph (e) of Section 3.06, bear the Restricted Legend. 28 23 (f) Prior to the expiration of the Restricted Period, any Regulation S Definitive Certificate delivered in exchange for an interest in a Regulation S Global Certificate pursuant to paragraph (b) of this Section shall bear the Restricted Legend. (g) The registered holder of any Restricted Global Certificate or Regulation S Global Certificate may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Certificates. Section 3.06. Special Transfer Provisions. Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to such Initial Certificates: (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person: (i) The Registrar shall register the transfer of any Certificate, whether or not bearing the Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and the Trustee shall execute, authenticate and deliver to the transferor or at its direction, one or more Restricted Definitive Certificates of like tenor and amount. (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): 29 24 (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the Restricted Period, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) Upon receipt by the Registrar of the documents required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificates or interests in such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the amount of such Regulation S Global Certificate so transferred. (c) Transfers of Interests in the Regulation S Global Certificate or Regulation S Definitive Certificates. After the expiration of the Restricted Period, the Registrar shall register any transfer of interests in any Regulation S Global Certificate or Regulation S Definitive Certificates without requiring any additional certification. Until the expiration of the Restricted Period, interests in the Regulation S Global Certificate may only be held through Agent Members acting for and on behalf of Euroclear and Clearstream. (d) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit A hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted 30 25 Global Certificate, upon receipt of a certificate substantially in the form of Exhibit A from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate. (e) Restricted Legend. Upon the transfer, exchange or replacement of Certificates not bearing the Restricted Legend, the Registrar shall deliver Certificates that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Certificates bearing the Restricted Legend, the Registrar shall deliver only Certificates that bear the Restricted Legend unless either (i) the circumstances contemplated by paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f) General. By acceptance of any Certificate bearing the Restricted Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Registrar shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in this Agreement. In connection with any transfer of Certificates, each Certificateholder agrees by its acceptance of the Certificates to furnish the Registrar or the Trustee such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with the terms and provisions of this Article III; provided that the Registrar shall not be required to determine the sufficiency of any such certifications, legal opinions or other information. Until such time as no Certificates remain Outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. 31 26 Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Registrar or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or bond, as may be required by them to save each of them harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Fractional Undivided Interest and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Certificate under this Section 3.07, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.07 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. Section 3.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Trustee, the Registrar and any Paying Agent may treat the Person in whose name any Certificate is registered (as of the day of determination) as the owner of such Certificate for the purpose of receiving distributions pursuant to Article IV and for all other purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent shall be affected by any notice to the contrary. Section 3.09. Cancellation. All Certificates surrendered for payment or transfer or exchange shall, if surrendered to the Trustee or any agent of the Trustee other than the Registrar, be delivered to the Registrar for cancellation and shall promptly be canceled by it. No Certificates shall be authenticated in lieu of or in exchange for any Certificates canceled as provided in this Section, except as expressly permitted by this Agreement. All canceled Certificates held by the Registrar shall be destroyed and a certification of their destruction delivered to the Trustee. Section 3.10. Temporary Certificates. Until definitive Certificates are ready for delivery, the Trustee shall authenticate temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have insertions, substitutions, omissions and other variations determined to be appropriate by the officers executing the temporary Certificates, as evidenced by their execution of such temporary Certificates. If temporary Certificates are issued, the Trustee will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary 32 27 Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver in exchange therefor a like face amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates. Section 3.11. Limitation of Liability for Payments. All payments and distributions made to Certificateholders in respect of the Certificates shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of Article IV of this Agreement. Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property for any payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Owner Trustees or the Owner Participants, except as otherwise expressly provided herein or in the Intercreditor Agreement. The Company is a party to this Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation or liability hereunder (except as otherwise expressly provided herein). Section 3.12 ERISA Restrictive Legend. All Certificates issued pursuant to this Agreement shall bear a legend to the following effect (the "ERISA Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: "BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS." By acceptance of any Certificate bearing the ERISA Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Trustee shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in such legend. 33 28 ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account and Special Payments Account. (a) The Trustee shall maintain on behalf of the Certificateholders a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when a Scheduled Payment is made to the Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account. (b) The Trustee shall maintain on behalf of the Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04. The Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement and upon the payment of the Special Redemption Premium to the Trustee under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account. (c) The Trustee shall cause the Subordination Agent to present to the related Loan Trustee of each Equipment Note such Equipment Note on the date of its stated final maturity or, in the case of any Equipment Note which is to be redeemed in whole pursuant to the related Indenture, on the applicable redemption date under such Indenture. Section 4.02. Distributions from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on such date, the Trustee shall distribute out of the Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment Notes held in the related Trust or realized upon the sale of such Equipment Notes or receipt of the Special Redemption Premium, the Trustee shall distribute out of the Special Payments Account the entire amount of such Special Payment deposited therein pursuant to Section 4.01(b). There shall be so distributed to each Certificateholder of record on the Record 34 29 Date with respect to such Special Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Special Payments Account on account of such Special Payment, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) The Trustee shall cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the event of redemption or purchase of Equipment Notes held in the Trust, such notice shall be mailed not less than 20 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase. In the event of the payment of a Special Redemption Premium by the Company to the Trustee under the Note Purchase Agreement, such notice shall be mailed, together with the notice by the Escrow Paying Agent under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the Special Distribution Date for such amount, which Special Distribution Date shall be the Final Withdrawal Date. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment, stating the Special Distribution Date for such Special Payment which shall occur not less than 20 days after the date of such notice and as soon as practicable thereafter. Notices mailed by the Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.01), (ii) the amount of the Special Payment for each $1,000 face amount Certificate and the amount thereof constituting principal, premium, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of (i) premium, if any, payable upon the redemption or purchase of an Equipment Note or (ii) the Special Redemption Premium, if any, has not been calculated at the time that the Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any premium received will also be distributed. If any redemption of the Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register. Section 4.03. Statements to Certificateholders. (a) On each Distribution Date, the Trustee will include with each distribution to Certificateholders of a Scheduled Payment or Special Payment, as the case may be, a statement setting forth the information provided below (in the case of a Special Payment, including any Special Redemption Premium, reflecting in part 35 30 the information provided by the Escrow Paying Agent under the Escrow Agreement). Such statement shall set forth (per $1,000 face amount Certificate as to (ii), (iii), (iv) and (v) below) the following information: (i) the aggregate amount of funds distributed on such Distribution Date hereunder and under the Escrow Agreement, indicating the amount allocable to each source; (ii) the amount of such distribution hereunder allocable to principal and the amount allocable to premium (including the Special Redemption Premium), if any; (iii) the amount of such distribution hereunder allocable to interest; and (iv) the amount of such distribution under the Escrow Agreement allocable to interest; (v) the amount of such distribution under the Escrow Agreement allocable to Deposits; and (vi) the Pool Balance and the Pool Factor. With respect to the Certificates registered in the name of DTC, on the Record Date prior to each Distribution Date, the Trustee will request that DTC post on its internet bulletin board a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such Record Date. (b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Certificateholder of record during a portion of such calendar year, for such portion of such year, and such other items as are readily available to the Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its federal income tax returns. Such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the Agent Members and shall be delivered by the Trustee to such Agent Members to be available for forwarding by such Agent Members to the holders of interests in the Certificates in the manner described in Section 4.03(a). (c) Promptly following (i) the Transfer Date, if there has been any change in the information set forth in clauses (x), (y) and (z) below from that set forth in pages 56 of the Offering Circular, and (ii) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Equipment Notes held in the Trust, or any Final Withdrawal, the Trustee shall furnish to Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the Certificates registered in the name of DTC, on the Transfer Date, the Trustee will request from 36 31 DTC a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the "Certificates" (as defined in the Related Pass Through Trust Agreement) on the Delivery Period Termination Date. The Trustee will mail to each such Agent Member the statement described above and will make available additional copies as requested by such Agent Member for forwarding to holders of interests in the Certificates. Section 4.04. Investment of Special Payment Moneys. Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment. ARTICLE V THE COMPANY Section 5.01. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, except as permitted by Section 5.02. Section 5.02. Consolidation, Merger, Etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, (ii) a "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. Section 1110); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of this Agreement, the Other Pass Through Trust Agreement and each Financing Document to be performed or observed by the Company; and 37 32 (c) the Company shall have delivered to the Trustee an Officer's Certificate of the Company reasonably satisfactory to the Trustee, stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing any successor corporation or Person which shall have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement and any Financing Document to which it is a party. ARTICLE VI DEFAULT Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the occurrence and during the continuation of any Indenture Default under any Indenture, with ten days' written notice to the Trustee and each Certificateholder, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the Intercreditor Agreement), direct the exercise of remedies as provided in the Intercreditor Agreement. (b) Purchase Rights of Certificateholders. (i) At any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right to purchase, for the purchase price set forth in the Class G Trust Agreement, all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and each other Certificateholder, provided that (i) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class G Certificates pro rata based on the Fractional Undivided Interest in the Trust held by each such Certificateholder and (ii) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the Class G Certificates pursuant to this Section 6.01(b); (ii) by acceptance of its Certificate, each Certificateholder agrees that at any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Class D Certificateholder shall have the right (which shall not expire upon any purchase of the Class G Certificates pursuant to clause (b)(i) above) to purchase all, but not less than all, of the Class G Certificates and the Certificates upon ten days' written 38 33 notice to the Class G Trustee and the Trustee and each other Class D Certificateholder, provided that (1) if prior to the end of such ten-day period any other Class D Certificateholder notifies such purchasing Class D Certificateholder that such other Class D Certificateholder wants to participate in such purchase, then such other Class D Certificateholder may join with the purchasing Class D Certificateholder to purchase all, but not less than all, of the Class G Certificates and the Certificates pro rata based on the Fractional Undivided Interest in the Class D Trust, taken as a whole, held by each such Class D Certificateholder and (2) if prior to the end of such ten day period any other Class D Certificateholder fails to notify the purchasing Class D Certificateholder of such other Class D Certificateholder's desire to participate in such a purchase, then such other Class D Certificateholder shall lose its right to purchase the Certificates pursuant to this Section 6.01(b); and (iii) by acceptance of its Certificate, each Certificateholder agrees that at any time after 180 days have elapsed since the occurrence of a Triggering Event that is continuing, regardless of whether the Certificateholders exercise their right to purchase the Class G Certificates pursuant to clause (b)(i) above, the Policy Provider, if it is then the Controlling Party, shall have the right (except in the event of a Policy Provider Default) to purchase all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and the Class G Certificateholders. The purchase price with respect to the Certificates shall be equal to the Pool Balance of the Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing Document or on or in respect of the Certificates; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates shall be effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement and the Other Pass Through Trust Agreement, the Certificates and the Class G Certificates which are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01(b). Each Certificateholder agrees by its acceptance of its Certificate that it will, subject to Section 3.04 hereof, upon payment from such Class D Certificateholder(s) of the purchase price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Financing Documents and all 39 34 Certificates and Escrow Receipts held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Financing Documents and all such Certificates and Escrow Receipts. The Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates (whether in the form of Definitive Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser(s) and receive the purchase price for such Certificates and (ii) if the purchaser(s) shall so request, such Certificateholder will comply with all the provisions of Section 3.04 hereof to enable new Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof. As used in this Section 6.01(b), the terms "Class G Certificate", "Class G Certificateholder", "Class G Trust", "Class G Trust Agreement", "Class G Trustee", "Class D Certificate", and "Class D Trust", shall have the respective meanings assigned to such terms in the Intercreditor Agreement. Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable: (1) Certificateholders and Trustee May Purchase Equipment Notes. Any Certificateholder, the Trustee in its individual or any other capacity or any other Person may bid for and purchase any of the Equipment Notes, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Equipment Notes in their own absolute right without further accountability. (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee making such sale shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (3) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Agreement or otherwise for the enforcement of this Agreement shall be applied as provided in Section 4.02. Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit. If there shall be a failure to make payment of the principal of, premium, if any, or interest on any Equipment Note, or if there shall be any failure to pay Rent (as defined in the relevant Lease) under any Lease when due and payable, then the Trustee, in its own name and as trustee 40 35 of an express trust, as holder of such Equipment Notes, to the extent permitted by and in accordance with the terms of the Intercreditor Agreement and the Financing Documents (subject to the rights of the applicable Owner Trustee or Owner Participant to cure any such failure to pay principal of, premium, if any, or interest on any Equipment Note or to pay Rent under any Lease in accordance with the applicable Indenture), shall be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. Section 6.04. Control by Certificateholders. Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes, provided that: (1) such Direction shall not be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction. Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust (i) may on behalf of all of the Certificateholders waive any past Event of Default hereunder and its consequences or (ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct the applicable Loan Trustee to waive any past Indenture Default under any Indenture and its consequences, and thereby annul any Direction given by such Certificateholders or the Trustee to such Loan Trustee with respect thereto, except a default: (1) in the deposit of any Scheduled Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02 on the Certificates, or (2) in the payment of the principal of (premium, if any) or interest on the Equipment Notes, or (3) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of each Certificateholder holding an Outstanding Certificate affected thereby. 41 36 Upon any such waiver, such default shall cease to exist with respect to the Certificates and any Event of Default arising therefrom shall be deemed to have been cured for every purpose and any direction given by the Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued under the relevant Indenture to waive the corresponding Indenture Default. Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding, including, without limitation, Section 6.07 hereof, but subject to the Intercreditor Agreement, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Regular Distribution Date or Special Distribution Date, shall not be impaired or affected without the consent of such Certificateholder. Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions. A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Agreement, for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, unless: (1) such Certificateholder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 7.03(e); (3) the Trustee shall have refused or neglected to institute such an action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. It is understood and intended that no one or more of the Certificateholders shall have any right in any manner whatsoever hereunder or under the Certificates to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property or the lien of any Indenture on any property subject thereto, or the rights of the Certificateholders or the holders of the Equipment Notes, (ii) obtain or seek to obtain priority over or preference with respect to any other such Certificateholder or (iii) enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all the Certificateholders subject to the provisions of this Agreement. Section 6.08. Remedies Cumulative. Every remedy given hereunder to the Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or 42 37 remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. ARTICLE VII THE TRUSTEE Section 7.01. Certain Duties and Responsibilities. (a) Except during the continuation of an Event of Default, the Trustee undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; and (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 7.02. Notice of Defaults. As promptly as practicable after, and in any event within 90 days after, the occurrence of any default (as such term is defined below) hereunder, the Trustee shall transmit by mail to the Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the Certificateholders in accordance with Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default on the payment of the principal, premium, if any, or interest on any Equipment Note held in the Trust, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Certificateholders. For the purpose of this Section, the term "default" means any event that is, or after notice or lapse of time or both would become, an Event of Default. Section 7.03. Certain Rights of Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act: 43 38 (a) the Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written description of the subject matter thereof accompanied by an Officer's Certificate and an Opinion of Counsel as provided in Section 1.02 of this Agreement; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Company, any Owner Trustee or any Loan Trustee; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the Direction of any of the Certificateholders pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Trustee may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Agreement; (h) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (i) the Trustee shall not be required to expend or risk its own funds in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. 44 39 Section 7.04. Not Responsible for Recitals or Issuance of Certificates. The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. Subject to Section 7.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement, any Equipment Notes, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any other Financing Document, except that the Trustee hereby represents and warrants that this Agreement has been, and the Intercreditor Agreement, the Registration Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each Certificate will be, executed, authenticated and delivered by one of its officers who is duly authorized to execute, authenticate and deliver such document on its behalf. Section 7.05. May Hold Certificates. The Trustee, any Paying Agent, Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if applicable, may otherwise deal with the Company, the Owner Trustees or the Loan Trustees with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent. Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein. Section 7.07. Compensation and Reimbursement. The Company agrees: (1) to pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as set forth in a written fee letter dated the date hereof between the Company and the Trustee, which letter is incorporated herein by reference (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its undertaking its normal administrative functions, or its negligence, willful misconduct or bad faith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee for, and to hold it harmless against, any loss, liability, expense or Tax (other than for or with respect to any Unindemnified Tax) incurred without negligence, willful misconduct or bad faith, on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, 45 40 except for any such loss, liability or expense incurred by reason of the Trustee's breach of its covenants hereunder or under any Financing Document to which it is a party or its representations and warranties set forth in Section 7.15 or in any other Financing Document, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect hereto or any of the Financing Documents, which amendments, supplements, waivers or consents are not required pursuant to the terms of the Financing Documents and not requested by the Company, any loss of tax benefits, any Unindemnified Tax, or increase in tax liability under any tax law whether or not the Company is required to indemnify thereof or pursuant to this Agreement or any costs associated with overhead or normal administration hereunder or any voluntary resignation pursuant to Section 7.09. With respect to paragraph (3) above, the Trustee shall notify the Company promptly of any claim for which it may seek indemnity and the Company shall make payment on any such claim within 30 days of written demand thereof (delivered together with supporting documentation). The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel with the consent of the Company and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made, in settlement or otherwise, without its consent. With respect to any Tax other than an Unindemnified Tax, the Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, the Trust Property for any such Tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other than any Tax attributable to the Trustee's compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such Tax. If the Trustee reimburses itself from the Trust Property of such Trust for any such Tax, it will mail a brief report within 30 days setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. Section 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000). If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08 to act as Trustee, the Trustee shall resign immediately as Trustee in the manner and with the effect specified in Section 7.09. 46 41 Section 7.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10. (b) The Trustee may resign at any time as trustee by giving prior written notice thereof to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee and to the Company, the Owner Trustees and the Loan Trustees. (d) If at any time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act, if applicable, after written request therefor by the Company or by any Certificateholder who has been a bona fide Certificateholder for at least six months; or (2) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Certificateholder; or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any case, (i) the Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. (f) If the Trustee shall resign, be removed or become incapable of acting or if a vacancy shall occur in the office of the Trustee for any cause, the Company shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or other occurrence of such vacancy, a successor Trustee shall be appointed by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not 47 42 less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring Trustee, and the Company approves such appointment, which approval shall not be unreasonably withheld, then the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. If no successor Trustee shall have been so appointed as provided above and accepted appointment in the manner hereinafter provided, any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (g) The successor Trustee shall give notice of the resignation and removal of the Trustee and appointment of the successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as their names and addresses appear in the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. Section 7.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII. Section 7.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been executed or authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such execution or authentication and deliver the Certificates so executed or authenticated with the same effect as if such successor Trustee had itself executed or authenticated such Certificates. 48 43 Section 7.12. Maintenance of Agencies. (a) There shall at all times be maintained an office or agency in the location set forth in Section 12.03 where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Trustee in respect of such certificates or this Agreement may be served; provided, however, that, if it shall be necessary that the Trustee maintain an office or agency in another location (e.g., the Certificates shall be represented by Definitive Certificates and shall be listed on a national securities exchange), the Trustee will make all reasonable efforts to establish such an office or agency. Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address specified in the Financing Documents or such other address as may be notified to the Trustee) and the Certificateholders. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. (b) There shall at all times be a Registrar and a Paying Agent hereunder with respect to the Certificates. Each such Authorized Agent shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, or, if the Trustee shall be acting as the Registrar or Paying Agent hereunder, a corporation having a combined capital and surplus in excess of $5,000,000, the obligations of which are guaranteed by a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, and shall be authorized under such laws to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Trustee shall initially be the Paying Agent and, as provided in Section 3.04, Registrar hereunder with respect to the Certificates. Each Registrar shall furnish to the Trustee, at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the Register maintained by such Registrar. (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, the Owner Trustees and the Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent 49 44 which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee shall mail notice of such appointment to all Certificateholders as their names and addresses appear on the Register. (e) The Company agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses as set forth in the letter agreement referred to in Section 7.07 hereof. Section 7.13. Money for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying Agent for the purpose of any payment on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Certificateholders with respect to which such money was deposited. The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Section 7.14. Registration of Equipment Notes in Name of Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes. Section 7.15. Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (a) the Trustee is a Delaware banking corporation organized and validly existing in good standing under the laws of the State of Delaware; (b) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption, and performance by it of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement, and the performance by the Trustee of the Assignment and Assumption Agreement, 50 45 this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and this Agreement, the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law. Section 7.16. Withholding Taxes, Information Reporting. The Trustee, as trustee of the grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, and interest and other amounts due under this Agreement or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law. 51 46 Section 7.17. Trustee's Liens. The Trustee in its individual capacity agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim ("Trustee's Liens") on or with respect to the Trust Property which is attributable to the Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder or in its individual capacity and which arises out of acts or omissions on the part of the Trustee which are not contemplated by this Agreement. Section 7.18. Preferential Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed as Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders. The Company will furnish to the Trustee within 15 days after each Record Date with respect to a Scheduled Payment, and at such other times as the Trustee may request in writing within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the Certificateholders, in each case as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the sole Registrar, no such list need be furnished; and provided further, however, that no such list need be furnished for so long as a copy of the Register is being furnished to the Trustee pursuant to Section 7.12. Section 8.02. Preservation of Information; Communications to Certificateholders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders contained in the most recent list furnished to the Trustee as provided in Section 7.12 or Section 8.01, as the case may be, and the names and addresses of Certificateholders received by the Trustee in its capacity as Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a new list so furnished. Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first full year following the date hereof, the Trustee shall transmit to the Certificateholders, as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if required by Section 313(a) of the Trust Indenture Act. Section 8.04. Reports by the Company. The Company shall: (a) file with the Trustee, within 30 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents 52 47 and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; (b) during any period, prior to the consummation of the Exchange Offer and during which the Shelf Registration Statement is not in effect, in which the Company is not subject to Section 13(a), 13(c) or 15(d) under the Securities Exchange Act of 1934, make available to any Holder of the Certificates in connection with any sale thereof and any prospective purchaser of the Certificates from such Holder, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act but only for so long as any of the Certificates remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, in any event, only until the second anniversary of the Issuance Date; (c) file with the Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 1.02; (d) transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (c) of this Section 8.04 as may be required by rules and regulations prescribed by the SEC; and (e) furnish to the Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer, any Vice President (or more senior ranking officer) or the principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Agreement (it being understood that for purposes of this paragraph (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Agreement). 53 48 ARTICLE IX SUPPLEMENTAL AGREEMENTS Section 9.01. Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or (2) to add to the covenants of the Company for the benefit of the Certificateholders, or to surrender any right or power conferred upon the Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or (3) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders; or (4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or 54 49 (6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or (7) to provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or (8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. Section 9.02. Supplemental Agreements with Consent of Certificateholders. With the consent of the Certificateholders holding Certificates (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, which consent shall not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee (or, with respect to the Deposits, the Certificateholders) of payments on the Equipment Notes or other Trust Property held in the Trust or on the Deposits or distributions that are required to be made herein on any Certificate, or change any date of payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note included in the Trust Property except as permitted by this Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Notes in the Trust; or 55 50 (3) reduce the specified percentage of the aggregate Fractional Undivided Interests of the Trust which is required for any such supplemental agreement, or reduce such specified percentage required for any waiver of compliance with certain provisions of this Agreement or certain defaults hereunder and their consequences provided for in this Agreement; or (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the Intercreditor Agreement in a manner adverse to the Certificateholders; or (5) modify any of the provisions of this Section 9.02 or Section 6.05, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby; or (6) adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. It shall not be necessary for any Direction of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Direction shall approve the substance thereof. Section 9.03. Documents Affecting Immunity or Indemnity. If in the opinion of the Trustee any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity or indemnity in favor of the Trustee under this Agreement, the Trustee may in its discretion decline to execute such document. Section 9.04. Execution of Supplemental Agreements. In executing, or accepting the additional trusts created by, any agreement permitted by this Article or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. Section 9.05. Effect of Supplemental Agreements. Upon the execution of any agreement supplemental to this Agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of a Certificate theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.06. Conformity with Trust Indenture Act. Every supplemental agreement executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.07. Reference in Certificates to Supplemental Agreements. Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand. 56 51 ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS Section 10.01. Amendments and Supplements to Indentures and Financing Documents. In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture, any other Financing Document, any Equipment Note or any other related document, the Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder registered on the Register as of the date of such notice. The Trustee shall request from the Certificateholders a Direction as to (a) whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of such Equipment Note has the option to direct, (b) whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as a holder of such Equipment Note or a Controlling Party and (c) how to vote (or direct the Subordination Agent to vote) any Equipment Note if a vote has been called for with respect thereto. Provided such a request for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing), (i) other than as Controlling Party, the Trustee shall vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (A) the aggregate face amounts of all Certificates actually voted in favor of or for giving consent to such action by such Direction of Certificateholders to (B) the aggregate face amount of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall vote as directed in such Certificateholder Direction by the Certificateholders evidencing a Fractional Undivided Interest aggregating not less than a majority in interest in the Trust. For purposes of the immediately preceding sentence, a Certificate shall have been "actually voted" if the Holder of such Certificate has delivered to the Trustee an instrument evidencing such Holder's consent to such Direction prior to two Business Days before the Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination Agent to consent and notify the Loan Trustee of such consent) to any amendment, modification, waiver or supplement under the relevant Indenture, any other Financing Document, any Equipment Note or any other related document, if an Event of Default hereunder shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. ARTICLE XI TERMINATION OF TRUST Section 11.01. Termination of the Trust. The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall terminate upon 57 52 the distribution to all Holders of Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment on the final Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties hereto or any of them. Section 12.02. Certificates Nonassessable and Fully Paid. Except as set forth in the last sentence of this Section 12.02, Certificateholders shall not be personally liable for obligations of the Trust, the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates, upon authentication thereof by the Trustee pursuant to Section 3.03, are and shall be 58 53 deemed fully paid. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Trust, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association. Neither the existence of the Trust nor any provision herein is intended to or shall limit the liability the Certificateholders would otherwise incur if the Certificateholders owned Trust Property as co-owners, or incurred any obligations of the Trust, directly rather than through the Trust. Section 12.03. Notices. (a) Unless otherwise specifically provided herein, all notices required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or telecopy, and any such notice shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business Day, if to the Company, to: America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 Attention: Vice President-Treasurer Facsimile: (602) 693-5886 if to the Trustee, to: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 Telephone: (302) 651-8584 (b) The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. (c) Any notice or communication to Certificateholders shall be mailed by first-class mail to the addresses for Certificateholders shown on the Register kept by the Registrar. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders. (d) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it. 59 54 (e) If the Company mails a notice or communication to the Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent at the same time. (f) Notwithstanding the foregoing, all communications or notices to the Trustee shall be deemed to be given only when received by a Responsible Officer of the Trustee. (g) The Trustee shall promptly furnish the Company with a copy of any demand, notice or written communication received by the Trustee hereunder from any Certificateholder, Owner Trustee or Loan Trustee. Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 12.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the Trust, or of the Certificates or the rights of the Certificateholders thereof. Section 12.06. Trust Indenture Act Controls. Upon the occurrence of any Registration Event, this Agreement shall become subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions. From and after any Registration Event, if any provision of this Agreement limits, qualifies or conflicts with another provision which is required to be included in this Agreement by the Trust Indenture Act, the required provision shall control. Section 12.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 12.08. Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Trustee and the Company shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 12.09. Benefits of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. Section 12.10. Legal Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate shall not be a Business Day, then (notwithstanding any other provision of this Agreement) payment need not be made on such 60 55 date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period. Section 12.11. Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Section 12.12. Intention of Parties. The parties hereto intend that the Trust be classified for U.S. federal income tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as amended, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder and Investor, by its acceptance of its Certificate or a beneficial interest therein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The powers granted and obligations undertaken pursuant to this Agreement shall be so construed so as to further such intent. 61 56 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first written above. AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir --------------------------------------- Name: Thomas T. Weir Title: Vice President and Treasurer WILMINGTON TRUST COMPANY, as Trustee By: /s/ W. Chris Sponenberg --------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 62 EXHIBIT A FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration Re: America West Airlines Pass Through Trust (the "Trust"), Series 2001-1C-S, America West Airlines Pass Through Certificates, Series 2001-1C-S (the "Certificates") Sirs: In connection with our proposed sale of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: (1) the offer of the Certificates was not made to a person in the United States or to or for the account or benefit of a U.S. person; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 63 A-2 You and America West Airlines, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] 64 EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1C-S (the "Trust") Pass Through Certificates, Series 2001-1C-S (the "Certificates") ------------------------ Ladies and Gentlemen: In connection with our proposed purchase of U.S. $[_____________] Fractional Undivided Interest of Certificates, we confirm that: 1. We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc. (the "Company") and Wilmington Trust Company (the "Trustee") relating to the Certificates, and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the "Securities Act"). 2. We are purchasing Certificates having an aggregate principal amount of not less than $100,000 and each account (if any) for which we are purchasing Certificates is purchasing Certificates having an aggregate principal amount of not less than $100,000. 3. We understand that the Certificates have not been registered under the Securities Act, that the Certificates are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act and that the Certificates may not be offered or resold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that, if we should sell any Certificates within two 65 B-2 years after the later of the original issuance of such Certificate and the last date on which such Certificate is owned by the Company, the Trustee or any affiliate of any of such persons, we will do so only (A) to the Company, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Certificates are restricted as stated herein. 4. We understand that, on any proposed resale of any Certificates, we will be required to furnish to the Company and the Trustee such certifications, legal opinions and other information as the Trustee may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. 5. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investments. 6. We are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless to the understanding that the disposition of our property shall at all times be and remain within our control. You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy thereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: --------------------------------------- Name: Title: 2 EX-4.8 7 p65531ex4-8.txt EX-4.8 1 EXHIBIT 4.8 EXECUTION COPY PASS THROUGH TRUST AGREEMENT Dated as of May 17, 2001 between AMERICA WEST AIRLINES, INC. and WILMINGTON TRUST COMPANY, as Trustee America West Airlines Pass Through Trust, Series 2001-1D-O Initial Pass Through Certificates, Series 2001-1D-O Exchange Pass Through Certificates, Series 2001-1D-O 2 Reconciliation and tie between America West Airlines Pass Through Trust Agreement, Series 2001-1D-O dated as of May 17, 2001, and the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through Trust Agreement. Trust Indenture Act Pass Through Trust of 1939 Section Agreement Section ------------------ ----------------- 310(a)(1) 7.08 (a)(2) 7.08 312(a) 3.05; 8.01; 8.02 313(a) 7.06; 8.03 314(a) 8.04(a),(c) & (d) (a)(4) 8.04(e) (c)(1) 1.02 (c)(2) 1.02 (d)(1) 7.13; 11.01 (d)(2) 7.13; 11.01 (d)(3) 2.01 (e) 1.02 315(b) 7.02 316(a)(last sentence) 1.04(c) (a)(1)(A) 6.04 (a)(1)(B) 6.05 (b) 6.06 (c) 1.04(e) 317(a)(1) 6.03 (b) 7.13 318(a) 12.06 3 TABLE OF CONTENTS

SECTION PAGE ARTICLE I DEFINITIONS .......................................................................................... 2 Section 1.01. Definitions........................................................................... 2 Section 1.02. Compliance Certificates and Opinions.................................................. 14 Section 1.03. Form of Documents Delivered to Trustee................................................ 15 Section 1.04. Directions of Certificateholders...................................................... 15 ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES.................................... 16 Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes.............................. 16 Section 2.02. Withdrawal of Deposits................................................................ 17 Section 2.03. Acceptance by Trustee................................................................. 18 Section 2.04. Limitation of Powers.................................................................. 18 ARTICLE III THE CERTIFICATES.................................................................................... 18 Section 3.01. Title, Form, Denomination and Execution of Certificates............................... 18 Section 3.02. Restrictive Legends................................................................... 20 Section 3.03. Authentication of Certificates........................................................ 22 Section 3.04. Transfer and Exchange................................................................. 22 Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates................................................................... 23 Section 3.06. Special Transfer Provisions........................................................... 24 Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates..................................... 27 Section 3.08. Persons Deemed Owners................................................................. 28 Section 3.09. Cancellation.......................................................................... 28 Section 3.10. Temporary Certificates................................................................ 28 Section 3.11. Limitation of Liability for Payments.................................................. 28 Section 3.12 ERISA Restrictive Legend.............................................................. 29 ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS...................................................... 29 Section 4.01. Certificate Account and Special Payments Account...................................... 29 Section 4.02. Distributions from Certificate Account and Special Payments Account................... 30 Section 4.03. Statements to Certificateholders...................................................... 31 Section 4.04. Investment of Special Payment Moneys.................................................. 32 ARTICLE V THE COMPANY .......................................................................................... 33 Section 5.01. Maintenance of Corporate Existence.................................................... 33 Section 5.02. Consolidation, Merger, etc............................................................ 33 ARTICLE VI DEFAULT ............................................................................................. 34 Section 6.01. Events of Default..................................................................... 34 Section 6.02. Incidents of Sale of Equipment Notes.................................................. 35 Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit.................... 36

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SECTION PAGE Section 6.04 Control by Certificateholders......................................................... 36 Section 6.05. Waiver of Past Defaults............................................................... 36 Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired.................... 37 Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions................. 37 Section 6.08. Remedies Cumulative................................................................... 38 ARTICLE VII THE TRUSTEE ........................................................................................ 38 Section 7.01. Certain Duties and Responsibilities................................................... 38 Section 7.02. Notice of Defaults.................................................................... 39 Section 7.03. Certain Rights of Trustee............................................................. 39 Section 7.04. Not Responsible for Recitals or Issuance of Certificates.............................. 40 Section 7.05. May Hold Certificates................................................................. 40 Section 7.06. Money Held in Trust................................................................... 40 Section 7.07. Compensation and Reimbursement........................................................ 40 Section 7.08. Corporate Trustee Required; Eligibility............................................... 42 Section 7.09 Resignation and Removal; Appointment of Successor..................................... 42 Section 7.10. Acceptance of Appointment by Successor................................................ 43 Section 7.11. Merger, Conversion, Consolidation or Succession to Business........................... 44 Section 7.12. Maintenance of Agencies............................................................... 44 Section 7.13. Money for Certificate Payments to Be Held in Trust.................................... 45 Section 7.14. Registration of Equipment Notes in Name of Subordination Agent........................ 46 Section 7.15. Representations and Warranties of Trustee............................................. 46 Section 7.16. Withholding Taxes, Information Reporting.............................................. 47 Section 7.17. Trustee's Liens....................................................................... 47 Section 7.18. Preferential Collection of Claims..................................................... 47 ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE................................................... 47 Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders......... 47 Section 8.02. Preservation of Information; Communications to Certificateholders..................... 48 Section 8.03. Reports by Trustee.................................................................... 48 Section 8.04. Reports by the Company................................................................ 48 ARTICLE IX SUPPLEMENTAL AGREEMENTS.............................................................................. 49 Section 9.01. Supplemental Agreements Without Consent of Certificateholders......................... 49 Section 9.02. Supplemental Agreements with Consent of Certificateholders............................ 50 Section 9.03. Documents Affecting Immunity or Indemnity............................................. 51 Section 9.04. Execution of Supplemental Agreements.................................................. 51 Section 9.05. Effect of Supplemental Agreements..................................................... 52 Section 9.06. Conformity with Trust Indenture Act................................................... 52 Section 9.07. Reference in Certificates to Supplemental Agreements.................................. 52 ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS...................................................... 52 Section 10.01. Amendments and Supplements to Indentures and Financing Documents...................... 52

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SECTION PAGE ARTICLE XI TERMINATION OF TRUST................................................................................. 53 Section 11.01. Termination of the Trust.............................................................. 53 ARTICLE XII MISCELLANEOUS PROVISIONS............................................................................ 55 Section 12.01. Limitation on Rights of Certificateholders............................................ 55 Section 12.02. Certificates Nonassessable and Fully Paid............................................. 55 Section 12.03. Notices............................................................................... 55 Section 12.04. Governing Law......................................................................... 57 Section 12.05. Severability of Provisions............................................................ 57 Section 12.06. Trust Indenture Act Controls.......................................................... 57 Section 12.07. Effect of Headings and Table of Contents.............................................. 57 Section 12.08. Successors and Assigns................................................................ 57 Section 12.09. Benefits of Agreement................................................................. 57 Section 12.10. Legal Holidays........................................................................ 57 Section 12.11. Counterparts.......................................................................... 57 Section 12.12. Intention of Parties.................................................................. 58

Exhibit A - Form of Certificate Exhibit B - Form of Certificate to Request Removal of Restricted Legend Exhibit C - Form of Certificate to be Delivered by an Institutional Accredited Investor Exhibit D - Form of Assignment and Assumption Agreement Exhibit E - Form of Notice to Withholding Agent iii 6 PASS THROUGH TRUST AGREEMENT This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the "Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1D-O and the issuance of America West Airlines Pass Through Trust, Series 2001-1D-O Pass Through Certificates representing fractional undivided interests in the Trust. WITNESSETH: WHEREAS, the Company has obtained commitments from AVSA for the delivery of certain Aircraft; WHEREAS, the Company intends to finance (or refinance) the acquisition of the Aircraft either (i) through separate leveraged lease transactions in which the Company will lease such aircraft (collectively, the "Leased Aircraft") or (ii) through separate secured loan transactions in which the Company will own such Aircraft (collectively, the "Owned Aircraft"); WHEREAS, in the case of each Leased Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner Participant, will issue pursuant to an Indenture, on a non-recourse basis, three series of Equipment Notes in order to finance a portion of its purchase price of such Leased Aircraft; WHEREAS, in the case of each Owned Aircraft, the Company will issue pursuant to an Indenture, on a recourse basis, three series of Equipment Notes to finance a portion of the purchase price of such Owned Aircraft; WHEREAS, the Trustee, upon execution and delivery of this Agreement, hereby declares the creation of the Trust for the benefit of the Certificateholders, and the initial Certificateholders, as the grantors of the Trust, by their respective acceptances of the Certificates, join in the creation of this Trust with the Trustee; WHEREAS, all Certificates to be issued by the Trust will evidence fractional undivided interests in the Trust and will convey no rights, benefits or interests in respect of any property other than the Trust Property except for those Certificates to which an Escrow Receipt has been affixed; WHEREAS, the Escrow Agent and the Initial Purchasers have contemporaneously herewith entered into an Escrow Agreement with the Escrow Paying Agent pursuant to which the Initial Purchasers have delivered to the Escrow Agent the proceeds from the sale of the Certificates and have irrevocably instructed the Escrow Agent to withdraw and pay funds from such proceeds upon request and proper certification by the Trustee to purchase Equipment Notes; WHEREAS, the Escrow Agent on behalf of the Certificateholders has contemporaneously herewith entered into a Deposit Agreement with the Depositary under which 7 -2- the Deposits referred to therein will be made and from which it will withdraw funds to allow the Trustee to purchase Equipment Notes from time to time prior to the Delivery Period Termination Date; WHEREAS, pursuant to the terms and conditions of this Agreement and the Note Purchase Agreement, upon or following delivery of an Aircraft, the Trustee on behalf of the Trust, using funds withdrawn under the Escrow Agreement, may purchase an Equipment Note having the same interest rate as, and final legal distribution date not later than the final Regular Distribution Date of, the Certificates issued hereunder and shall hold such Equipment Note in trust for the benefit of the Certificateholders; WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase of Equipment Notes by, the Trustee on behalf of the Trust, the Company has duly authorized the execution and delivery of this Agreement as the "issuer", as such term is defined in and solely for purposes of the Securities Act, of the Certificates to be issued pursuant hereto and as the "obligor", as such term is defined in and solely for purposes of the Trust Indenture Act of 1939, as amended, with respect to all such Certificates and is undertaking to perform certain administrative and ministerial duties hereunder and is also undertaking to pay the ongoing fees and expenses of the Trustee; WHEREAS, all of the conditions and requirements necessary to make this Agreement, when duly executed and delivered, a valid, binding and legal instrument, enforceable in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Agreement in the form and with the terms hereof have been in all respects duly authorized; and WHEREAS, upon issuance of the Exchange Certificates, if any, or the effectiveness of the Shelf Registration Statement, this Agreement, as amended or supplemented from time to time, will be subject to the provisions of the Trust Indenture Act of 1939, and shall, to the extent applicable, be governed by such provisions; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms used in this Agreement, including in the recitals to this Agreement, that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 8 -3- (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or by the rules promulgated under the Trust Indenture Act, have the meanings assigned to them therein; (3) all references in this Agreement to designated "Articles", "Sections", "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Agreement; (4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, SubSection or other subdivision; and (5) unless the context otherwise requires, whenever the words "including", "include" or "includes" are used herein, it shall be deemed to be followed by the phrase "without limitation". Affiliate: Means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" means the power, directly or indirectly, to direct the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agent Members: Has the meaning specified in Section 3.05. Agreement: Has the meaning specified in the initial paragraph hereto. Aircraft: Has the meaning specified in the Note Purchase Agreement. Aircraft Purchase Agreement: Has the meaning specified in the Note Purchase Agreement. Applicable Delivery Date: Has the meaning specified in Section 2.01(b). Applicable Participation Agreement: Has the meaning specified in Section 2.01(b). Assignment and Assumption Agreement: Means the assignment and assumption agreement substantially in the form of Exhibit D hereto to be executed and delivered in accordance with Section 11.01. Authorized Agent: Means any Paying Agent or Registrar for the Certificates. Avoidable Tax: Means a state or local tax (i) upon (w) the Trust, (x) the Trust Property, (y) Certificate-holders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United 9 -4- States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries. Break Amount: Has the meaning specified in the Indentures. Business Day: Means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long as any Certificate is outstanding, the city and state in which the Trustee or any Loan Trustee maintains its Corporate Trust Office or receives and disburses funds. Certificate: Means any one of the Initial Certificates or Exchange Certificates and any such Certificates issued in exchange therefor or replacement thereof pursuant to this Agreement. Certificate Account: Means the account or accounts created and maintained pursuant to Section 4.01(a). Certificate Purchase Agreement: Means the Purchase Agreement dated May 10, 2001, among the Initial Purchasers and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Certificateholder or Holder: Means the Person in whose name a Certificate is registered in the Register. Class C Certificateholder: Has the meaning specified in the Intercreditor Agreement. Class C Certificates: Has the meaning specified in the Intercreditor Agreement. Class C Trust Agreement: Has the meaning specified in the Intercreditor Agreement. Class C Trustee: Has the meaning specified in the Intercreditor Agreement. Class G Certificateholder: Has the meaning specified in the Intercreditor Agreement. Class G Certificates: Has the meaning specified in the Intercreditor Agreement. Class G Trust Agreement: Has the meaning specified in the Intercreditor Agreement. Class G Trustee: Has the meaning specified in the Intercreditor Agreement. Clearstream: Means Clearstream Banking, societe anonyme, organized under Luxembourg law (formerly known as Cedelbank) or any successor thereto. 10 -5- Company: Means America West Airlines, Inc., a Delaware corporation, or its successor in interest pursuant to Section 5.02, or (only in the context of provisions hereof, if any, where such reference is required for purposes of compliance with the Trust Indenture Act) any other "obligor" (within the meaning of the Trust Indenture Act) with respect to the Certificates. Controlling Party: Has the meaning specified in the Intercreditor Agreement. Corporate Trust Office: With respect to the Trustee or any Loan Trustee, means the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. Cut-off Date: Means the earlier of (a) the Delivery Period Termination Date and (b) the date on which a Triggering Event occurs. Definitive Certificates: Has the meaning specified in Section 3.01(e). Delivery Date: Has the meaning specified in the Note Purchase Agreement. Delivery Notice: Has the meaning specified in the Note Purchase Agreement. Delivery Period Termination Date: Means the earlier of (a) August 30, 2002, or, if the Equipment Notes relating to all of the Aircraft (or Substitute Aircraft in lieu thereof) have not been purchased by the Trustee and the Other Trustees on or prior to such date due to any reason beyond the control of the Company and not occasioned by the Company's fault or negligence, November 30, 2002 and (b) the date on which Equipment Notes issued with respect to all of the Aircraft (or Substitute Aircraft in lieu thereof) have been purchased by the Trustee and the Other Trustees in accordance with the Note Purchase Agreement. Deposits: Has the meaning specified in the Deposit Agreement. Deposit Agreement: Means the Deposit Agreement dated as of May 17, 2001 relating to the Certificates between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Depositary: Means Citibank, N.A. Direction: Has the meaning specified in Section 1.04(a). Distribution Date: Means any Regular Distribution Date or Special Distribution Date as the context requires. DTC: Means The Depository Trust Company, its nominees and their respective successors. 11 -6- EBO Date: Means the date set forth on Schedule 1 to the Lease as the "EBO Date". Equipment Notes: Means the equipment notes issued under the Indentures. ERISA: Means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor federal statute. ERISA Legend: Has the meaning specified in Section 3.12. Escrow Agent: Means, initially, Wilmington Trust Company. Escrow Agreement: Means the Escrow and Paying Agent Agreement dated as of May 17, 2001 relating to the Certificates, among the Escrow Agent, the Escrow Paying Agent, the Trustee and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Escrow Paying Agent: Means the Person acting as paying agent under the Escrow Agreement. Escrow Receipt: Means the receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder. Euroclear: Means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. Event of Default: Means an Indenture Default under any Indenture pursuant to which Equipment Notes held by the Trust were issued. Exchange Certificates: Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder. Exchange Offer: Means the exchange offer which may be made pursuant to the Registration Rights Agreement to exchange Initial Certificates for Exchange Certificates. Exchange Offer Registration Statement: Means the registration statement that, pursuant to the Registration Rights Agreement, is filed by the Company with the SEC with respect to the exchange of Initial Certificates for Exchange Certificates. Final Legal Distribution Date: Means October 2, 2005. Final Withdrawal: Has the meaning specified in the Escrow Agreement. Final Withdrawal Date: Has the meaning specified in the Escrow Agreement. Final Withdrawal Notice: Has the meaning specified in Section 2.02. 12 -7- Financing Documents: With respect to any Equipment Note, means (i) the Indenture and the Participation Agreement relating to such Equipment Note, and (ii) in the case of any Equipment Note related to a Leased Aircraft, the Lease relating to such Leased Aircraft. Fractional Undivided Interest: Means the fractional undivided interest in the Trust that is evidenced by a Certificate. Global Certificates: Has the meaning specified in Section 3.01(d). Global Exchange Certificate: Has the meaning specified in Section 3.01(f). Indenture: Means each of the separate trust indentures and mortgages relating to the Aircraft, each as specified or described in a Delivery Notice delivered pursuant to the Note Purchase Agreement or the related Participation Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Indenture Default: With respect to any Indenture, means any Event of Default (as such term is defined in such Indenture). Initial Certificates: Means the certificates issued and authenticated hereunder substantially in the form of Exhibit A hereto other than the Exchange Certificates. Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc. Institutional Accredited Investor: Means an institutional investor that is an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Intercreditor Agreement: Means the Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Liquidity Provider, the liquidity provider relating to the Certificates issued under (and as defined in) the Other Pass Through Trust Agreement, the Policy Provider, and Wilmington Trust Company, as Subordination Agent and as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Interest Period: Means the period commencing on and including the Issuance Date and ending on but excluding the next succeeding Regular Distribution Date, and thereafter, each successive period commencing on and including the last day of the immediately preceding Regular Distribution Date and ending on but excluding the next succeeding Regular Distribution Date. Investors: Means the Initial Purchasers together with all subsequent beneficial owners of the Certificates. 13 -8- Issuance Date: Means the date of the issuance of the Initial Certificates. Lease: Means, with respect to each Leased Aircraft, the lease between an Owner Trustee, as the lessor, and the Company, as the lessee, referred to in the related Indenture, as such lease may be amended, supplemented or otherwise modified in accordance with its terms. Leased Aircraft: Has the meaning specified in the second recital to this Agreement. Liquidity Provider: Means, initially, Westdeutsche Landesbank Girozentrale, and any replacement or successor therefor appointed in accordance with the Intercreditor Agreement. Loan Trustee: With respect to any Equipment Note or the Indenture applicable thereto, means the bank or trust company designated as trustee under such Indenture, together with any successor to such trustee appointed pursuant thereto. Material Adverse Tax Event: Has the meaning specified in Section 17.3(a)(4) of the Lease. Non-U.S. Person: Means a Person that is not a "U.S. person", as defined in Regulation S. Note Purchase Agreement: Means the Note Purchase Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, providing for, among other things, the purchase of Equipment Notes by the Trustee on behalf of the Trust, as the same may be amended, supplemented or otherwise modified from time to time, in accordance with its terms. Notice of Purchase Withdrawal: Has the meaning specified in the Deposit Agreement. Offering Circular: Means the Offering Memorandum dated May 10, 2001 relating to the offering of the Certificates and the certificates issued under the Other Pass Through Trust Agreements. Officer's Certificate: Means a certificate signed, (a) in the case of the Company, by any Vice President or more senior officer of the Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a Responsible Officer of such Owner Trustee or such Loan Trustee, as the case may be. Opinion of Counsel: Means a written opinion of legal counsel who (a) in the case of counsel for the Company may be (i) the General Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman & Kammholz LLP, or (iv) such other counsel designated by the Company and reasonably acceptable to the Trustee and (b) in the case of counsel for any Owner Trustee or any Loan Trustee may be such counsel as 14 -9- may be designated by any of them whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to the Trustee. Other Pass Through Trust Agreement: Means the other America West Airlines 2001-1 Pass Through Trust Agreements relating to America West Airlines Pass Through Trust, Series 2001-1G-O and the America West Airlines Pass Through Trust, Series 2001-1C-O, dated the date hereof. Other Trustees: Means the trustees under the Other Pass Through Trust Agreements, and any successor or other trustee appointed as provided therein. Other Trusts: Means the America West Airlines Pass Through Trust, Series 2001-1G-O and the America West Airlines Pass Through Trust, Series 2001-1C-O, created on the date hereof. Outstanding: When used with respect to Certificates, means, as of the date of determination, all Certificates theretofore authenticated and delivered under this Agreement, except: (i) Certificates theretofore canceled by the Registrar or delivered to the Trustee or the Registrar for cancellation; (ii) Certificates for which money in the full amount required to make the final distribution with respect to such Certificates pursuant to Section 11.01 hereof has been theretofore deposited with the Trustee in trust for the Holders of such Certificates as provided in Section 4.01 pending distribution of such money to such Certificateholders pursuant to payment of such final distribution; and (iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Agreement. Owned Aircraft: Has the meaning specified in the second recital to this Agreement. Owner Participant: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Participant" as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner Participant; and Owner Participants at any time of determination means all of the Owner Participants thus referred to in the Indentures. Owner Trustee: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Trustee", as referred to in the Indenture pursuant to which such Equipment Note is issued, not in its individual capacity but solely as trustee; and Owner Trustees means all of the Owner Trustees party to any of the Indentures. Participation Agreement: Means each Participation Agreement to be entered into by the Trustee pursuant to the Note Purchase Agreement, as the same may be amended, supplemented or otherwise modified in accordance with its terms. 15 -10- Paying Agent: Means the paying agent maintained and appointed for the Certificates pursuant to Section 7.12. Payment Date: Means April 2 and October 2 commencing on or after October 2, 2001. Permitted Investments: Means obligations of the United States of America or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such lesser time as is required for the distribution of any Special Payments on a Special Distribution Date. Person: Means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization, or government or any agency or political subdivision thereof. Policy: Has the meaning specified in the Intercreditor Agreement. Policy Provider: Has the meaning specified in the Intercreditor Agreement. Policy Provider Agreement: Has the meaning specified in the Intercreditor Agreement. Policy Provider Default: Has the meaning specified in the Intercreditor Agreement. Pool Balance: Means, as of any date, (i) the original aggregate face amount of the Certificates less (ii) the aggregate amount of all payments made in respect of such Certificates other than payments made in respect of interest, Break Amount or premium thereon or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property held in such Trust and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. Pool Factor: Means, as of any date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance as at such date by (ii) the original aggregate face amount of the Certificates. The Pool Factor as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. PTC Event of Default: Means any failure to pay within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance on the Final Legal Distribution Date or (ii) interest due on the Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or Drawings (as defined in the Intercreditor 16 -11- Agreement), or a withdrawal or withdrawals pursuant to Section 3.6(f) of the Intercreditor Agreement, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee). QIB: Means a qualified institutional buyer as defined in Rule 144A. Record Date: Means (i) for Scheduled Payments to be distributed on any Regular Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Regular Distribution Date, and (ii) for Special Payments to be distributed on any Special Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Special Distribution Date. Register and Registrar: Mean the register maintained and the registrar appointed pursuant to Sections 3.04 and 7.12. Registration Event: Means the declaration of the effectiveness by the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement. Registration Rights Agreement: Means the Exchange and Registration Rights Agreement dated as of May 17, 2001, among the Initial Purchasers, the Trustee, the Other Trustees and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Regular Distribution Date: With respect to distributions of Scheduled Payments in respect of the Certificates, means each date designated as a Regular Distribution Date in the Certificates issued pursuant to this Agreement, until payment of all the Scheduled Payments to be made under the Equipment Notes held in the Trust have been made; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Regulation S: Means Regulation S under the Securities Act or any successor regulation thereto. Regulation S Definitive Certificates: Has the meaning specified in Section 3.01(e). Regulation S Global Certificates: Has the meaning specified in Section 3.01(d). Related Pass Through Trust Agreement: Means the Pass Through Trust Agreement relating to the America West Airlines Pass Through Trust, Series 2001-1D-S, dated the date hereof, between the Company and the institution acting as trustee thereunder, which agreement becomes effective upon the execution and delivery of the Assignment and Assumption Agreement pursuant to Section 11.01. Related Trust: Means the America West Pass Through Trust, Series 2001-1D-S, formed under the Related Pass Through Trust Agreement. 17 -12- Related Trustee: Means the trustee under the Related Pass Through Trust Agreement. Responsible Officer: With respect to the Trustee, any Loan Trustee and any Owner Trustee, means any officer in the Corporate Trust Office of the Trustee, Loan Trustee or Owner Trustee or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. Restricted Definitive Certificates: Has the meaning specified in Section 3.01(e). Restricted Global Certificate: Has the meaning specified in Section 3.01(c). Restricted Legend: Has the meaning specified in Section 3.02. Restricted Period: Has the meaning specified in Section 3.01(d). Rule 144A: Means Rule 144A under the Securities Act and any successor rule thereto. Scheduled Payment: With respect to any Equipment Note, means any payment of principal or interest on or in respect of such Equipment Note (other than any such payment which is not in fact received by the Subordination Agent within five days of the date on which such payment is scheduled to be made) due from the obligor thereon, which payment represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided that any payment of principal, premium, if any, interest or Break Amount, if any, resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment. SEC: Means the Securities and Exchange Commission, as from time to time constituted or created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. Securities Act: Means the United States Securities Act of 1933, as amended from time to time, or any successor thereto. Shelf Registration Statement: Means the shelf registration statement which may be required to be filed by the Company with the SEC pursuant to any Registration Rights Agreement, other than an Exchange Offer Registration Statement. Six-Month LIBOR: Has the meaning specified in the Deposit Agreement and the Indentures. 18 -13- Special Distribution Date: Means each date on which a Special Payment is to be distributed as specified in this Agreement; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Special Redemption Premium: Means the premium or other amounts payable by the Company in respect of the Final Withdrawal pursuant to the Note Purchase Agreement. Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as defined in each Indenture) or Special Redemption Premium. Special Payments Account: Means the account or accounts created and maintained pursuant to Section 4.01(b). Subordination Agent: Has the meaning specified in the Intercreditor Agreement. Substitute Aircraft: Has the meaning specified in the Note Purchase Agreement. Tax: Means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. Taxing Authority: Means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. Transfer Date: Has the meaning specified in Section 11.01. Triggering Event: Has the meaning assigned to such term in the Intercreditor Agreement. Trust: Means the trust created by this Agreement, the estate of which consists of the Trust Property. Trust Indenture Act: Means the United States Trust Indenture Act of 1939, as amended from time to time, or any successor thereto. Trust Property: Means (i) the Equipment Notes held as the property of the Trust and, subject to the Intercreditor Agreement, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note and (iii) all rights of the Trust and the Trustee, on behalf of the Trust, under the Intercreditor Agreement, the Escrow Agreement and the Note Purchase 19 -14- Agreement, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Trust pursuant to the Intercreditor Agreement, provided, that rights with respect to the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Equipment Notes to be held herein, will not constitute Trust Property. Trustee: Means Wilmington Trust Company, or its successor in interest, and any successor or other trustee appointed as provided herein. Trustee's Lien: Has the meaning specified in Section 7.17. Unindemnified Tax: Means (i) any Tax imposed on the net income, net worth or capital, or any franchise Tax or similar doing business Tax, of the Pass Through Trustee (other than any such Tax imposed as a result of the Company's assumption of the Equipment Notes pursuant to the purchase of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any withholding Tax imposed by the United States (including, without limitation, any withholding Tax imposed by the United States which is imposed or increased as a result of the Pass Through Trustee failing to deliver to the Company any certificate or document necessary to establish that payments under this Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax. Section 1.02. Compliance Certificates and Opinions. Upon any application or request (except with respect to matters set forth in Article II) by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Agreement, the Company, such Owner Trustee or such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than a certificate provided pursuant to Section 8.04(e)) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Agreement relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 20 -15- (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or several documents. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement or, in respect of the Certificates, this Agreement, they may, but need not, be consolidated and form one instrument. Section 1.04. Directions of Certificateholders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement to be given or taken by Certificateholders (a "Direction") may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Company and any Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates Outstanding have given any Direction under this Agreement, Certificates owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates so owned by any such Person have been pledged in good faith, 21 -16- such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company or any Affiliate thereof. (d) For all purposes of this Agreement, all Initial Certificates and all Exchange Certificates shall vote and take all other actions of Certificateholders together as one series of Certificates. (e) The Company may at its option, by delivery of an Officer's Certificate to the Trustee, set a record date to determine the Certificateholders entitled to give any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Certificateholders of record at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates shall be computed as of such record date; provided that no such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record date. (f) Any Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate. (g) Except as otherwise provided in Section 1.04(c), Certificates owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates. ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee 22 -17- shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph. (b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement. Section 2.02. Withdrawal of Deposits. If any Deposits remain outstanding on the Business Day next succeeding the Cut-Off Date, (i) (A) the Trustee shall give the Escrow Agent notice that the Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated and instruct the Escrow Agent to provide a notice of Final Withdrawal to the Depositary substantially in the form of Exhibit B to the Deposit Agreement (the "Final Withdrawal Notice") and (B) the Trustee will make a demand upon the Company under the Note Purchase Agreement for an amount equal to the Special Redemption Premium, if applicable, such payment to be made on the Final Withdrawal Date. 23 -18- Section 2.03. Acceptance by Trustee. The Trustee, upon the execution and delivery of this Agreement, acknowledges its acceptance of all right, title and interest in and to the Trust Property and declares that the Trustee holds and will hold such right, title and interest for the benefit of all then present and future Certificateholders, upon the trusts herein set forth. Subject to Section 7.14, the Trustee shall take all actions reasonably necessary to effect the registration of all such Equipment Notes in the name of the Subordination Agent. By its payment for and acceptance of each Certificate issued to it under this Agreement, each initial Certificateholder as grantor of the Trust thereby joins in the creation and declaration of the Trust. Section 2.04. Limitation of Powers. The Trust is constituted solely for the purpose of making the investment in the Equipment Notes, and, except as set forth herein, the Trustee shall not be authorized or empowered to acquire any other investments or engage in any other activities including without limitation purchasing any Equipment Note issued in connection with the redemption of outstanding Equipment Notes under any Indenture and, in particular, the Trustee shall not be authorized or empowered to do anything that would cause such Trust to fail to qualify as a "grantor trust" for federal income tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the respective Indentures) by bidding such Equipment Notes or otherwise, or taking any action with respect to any such Aircraft once acquired). ARTICLE III THE CERTIFICATES Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "Initial Pass Through Certificates, Series 2001-1D-O" and the Exchange Certificates shall be known as the "Exchange Pass Through Certificates, Series 2001-1D-O", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Certificates (provided that such letters, numbers or other marks of identification and such legends or endorsements are in a form acceptable to the Company). At the Escrow Agent's request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to each Certificate. In any event, any transfer or exchange of any Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any Certificate shall be permitted unless the Corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Certificate to which an Escrow Receipt is attached, each Holder of such a Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt set forth herein and in the Escrow Agreement. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess 24 -19- thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $45,000,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be issued in the form of one or more Global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Restricted Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each a "Regulation S Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Regulation S Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Clearstream. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Certificates are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Certificate Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) shall be issued substantially in the form of Exhibit A hereto in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates") duly executed and authenticated by the Trustee as hereinafter provided. Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued in definitive, fully registered form without interest coupons (the "Regulation S Definitive 25 -20- Certificates"). The Restricted Definitive Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "Global Exchange Certificate"), except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clause (i) and (ii) of the first sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The Definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Section 3.02. Restrictive Legends. All Initial Certificates issued pursuant to this Agreement for resale pursuant to Rule 144A or offered and sold to any Institutional Accredited Investor which is not a QIB (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) shall be "Restricted Certificates" and shall bear a legend to the following effect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE 26 -21- WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH 27 -22- IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN. Section 3.03. Authentication of Certificates. (a) On the Issuance Date, the Trustee shall duly execute, authenticate and deliver Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement, evidencing the entire ownership of the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. (b) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. (c) Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trust notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office on the date of such Certificates. Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (the "Register") of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such Certificates and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering such Certificates and transfers and exchanges of such Certificates as herein provided. The Company, upon notice to the Trustee, may change the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Trust, evidencing the same interest therein, and entitled to the same benefits under this Trust Agreement, as the Certificates surrendered upon such registration of transfer or exchange. A Certificateholder may transfer a Certificate, or request that a Certificate be exchanged for Certificates in an aggregate Fractional Undivided Interest equal to the Fractional Undivided Interest of such Certificate surrendered for exchange of other authorized denominations, by surrender of such Certificate to the Trustee with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar; provided that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be provided to the Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to 28 -23- the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent) and that ownership of a beneficial interest in the Certificate shall be required to be reflected in a book-entry. When Certificates are presented to the Registrar with a request to register the transfer thereof or to exchange them for other authorized denominations of a Certificate in a Fractional Undivided Interest equal to the aggregate Fractional Undivided Interest of Certificates surrendered for exchange, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Certificates at the Registrar's request. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates. (a) Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record DTC as the registered holder of such Global Certificate. (b) Transfers of any Global Certificate shall be limited to transfers of such Restricted Global Certificate or Regulation S Global Certificate in whole, but not in part, to DTC. Beneficial interests in the Restricted Global Certificate and any Regulation S Global Certificate may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 3.06. Beneficial interests in a Restricted Global Certificate or a Regulation S Global Certificate shall be delivered to all beneficial owners thereof in the form of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee that it is unwilling or unable to continue as depositary for such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, and a successor depositary is not appointed by the Trustee within 90 days of such notice, and (ii) after the occurrence and during the continuance of an Event of Default, owners of beneficial interests in a Global Certificate with Fractional Undivided Interests aggregating not less than a majority in interest in the Trust advise the Trustee, the Company and DTC through Agent Members in 29 -24- writing that the continuation of a book-entry system through DTC or its successor is no longer in their best interests. (c) Any beneficial interest in one of the Global Certificates that is transferred to a Person who takes delivery in the form of an interest in another Global Certificate will, upon such transfer, cease to be an interest in such Global Certificate and become an interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Certificate for as long as it remains such an interest. (d) In connection with the transfer of an entire Restricted Global Certificate or an entire Regulation S Global Certificate to the beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, an equal aggregate principal amount of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, of authorized denominations. None of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor clearing agency. (e) Any Definitive Certificate delivered in exchange for an interest in the Restricted Global Certificate pursuant to paragraph (b) of this Section 3.05 shall, except as otherwise provided by paragraph (e) of Section 3.06, bear the Restricted Legend. (f) Prior to the expiration of the Restricted Period, any Regulation S Definitive Certificate delivered in exchange for an interest in a Regulation S Global Certificate pursuant to paragraph (b) of this Section shall bear the Restricted Legend. (g) The registered holder of any Restricted Global Certificate or Regulation S Global Certificate may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Certificates. Section 3.06. Special Transfer Provisions. Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to such Initial Certificates: (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a 30 -25- Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person: (i) The Registrar shall register the transfer of any Certificate, whether or not bearing the Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and the Trustee shall execute, authenticate and deliver to the transferor or at its direction, one or more Restricted Definitive Certificates of like tenor and amount. (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the Restricted Period, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. 31 -26- (ii) Upon receipt by the Registrar of the documents required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificates or interests in such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the amount of such Regulation S Global Certificate so transferred. (c) Transfers of Interests in the Regulation S Global Certificate or Regulation S Definitive Certificates. After the expiration of the Restricted Period, the Registrar shall register any transfer of interests in any Regulation S Global Certificate or Regulation S Definitive Certificates without requiring any additional certification. Until the expiration of the Restricted Period, interests in the Regulation S Global Certificate may only be held through Agent Members acting for and on behalf of Euroclear and Clearstream. (d) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit B hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit B from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate. 32 -27- (e) Restricted Legend. Upon the transfer, exchange or replacement of Certificates not bearing the Restricted Legend, the Registrar shall deliver Certificates that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Certificates bearing the Restricted Legend, the Registrar shall deliver only Certificates that bear the Restricted Legend unless either (i) the circumstances contemplated by paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f) General. By acceptance of any Certificate bearing the Restricted Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Registrar shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in this Agreement. In connection with any transfer of Certificates, each Certificateholder agrees by its acceptance of the Certificates to furnish the Registrar or the Trustee such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with the terms and provisions of this Article III; provided that the Registrar shall not be required to determine the sufficiency of any such certifications, legal opinions or other information. Until such time as no Certificates remain Outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Registrar or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or bond, as may be required by them to save each of them harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Fractional Undivided Interest and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Certificate under this Section 3.07, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith. 33 -28- Any duplicate Certificate issued pursuant to this Section 3.07 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. Section 3.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Trustee, the Registrar and any Paying Agent may treat the Person in whose name any Certificate is registered (as of the day of determination) as the owner of such Certificate for the purpose of receiving distributions pursuant to Article IV and for all other purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent shall be affected by any notice to the contrary. Section 3.09. Cancellation. All Certificates surrendered for payment or transfer or exchange shall, if surrendered to the Trustee or any agent of the Trustee other than the Registrar, be delivered to the Registrar for cancellation and shall promptly be canceled by it. No Certificates shall be authenticated in lieu of or in exchange for any Certificates canceled as provided in this Section, except as expressly permitted by this Agreement. All canceled Certificates held by the Registrar shall be destroyed and a certification of their destruction delivered to the Trustee. Section 3.10. Temporary Certificates. Until definitive Certificates are ready for delivery, the Trustee shall authenticate temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have insertions, substitutions, omissions and other variations determined to be appropriate by the officers executing the temporary Certificates, as evidenced by their execution of such temporary Certificates. If temporary Certificates are issued, the Trustee will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver in exchange therefor a like face amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates. Section 3.11. Limitation of Liability for Payments. All payments and distributions made to Certificateholders in respect of the Certificates shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of Article IV of this Agreement. Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property for any payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Owner 34 -29- Trustees or the Owner Participants, except as otherwise expressly provided herein or in the Intercreditor Agreement. The Company is a party to this Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation or liability hereunder (except as otherwise expressly provided herein). Section 3.12 ERISA Restrictive Legend. All Certificates issued pursuant to this Agreement shall bear a legend to the following effect (the "ERISA Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: "BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS." By acceptance of any Certificate bearing the ERISA Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Trustee shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in such legend. ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account and Special Payments Account. (a) The Trustee shall establish and maintain on behalf of the Certificateholders a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when a Scheduled Payment is made to the Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account. (b) The Trustee shall establish and maintain on behalf of the Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04. The Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement and upon the payment of the Special Redemption Premium to the Trustee under the Note Purchase Agreement, the Trustee, upon 35 -30- receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account. (c) The Trustee shall cause the Subordination Agent to present to the related Loan Trustee of each Equipment Note such Equipment Note on the date of its stated final maturity or, in the case of any Equipment Note which is to be redeemed in whole pursuant to the related Indenture, on the applicable redemption date under such Indenture. Section 4.02. Distributions from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on such date, the Trustee shall distribute out of the Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment Notes held in the related Trust or realized upon the sale of such Equipment Notes or receipt of the Special Redemption Premium, the Trustee shall distribute out of the Special Payments Account the entire amount of such Special Payment deposited therein pursuant to Section 4.01(b). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Special Payments Account on account of such Special Payment, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) The Trustee shall cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the event of redemption or purchase of Equipment Notes held in the Trust, such notice shall be mailed not less than 20 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase. In the event of the payment of a Special Redemption Premium by the Company to the Trustee under the Note Purchase Agreement, such notice shall be mailed, together with the notice by the Escrow Paying Agent under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the Special Distribution Date for such amount, which Special Distribution Date shall be the Final Withdrawal Date. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment, stating the Special Distribution Date for such Special Payment which shall occur not 36 -31- less than 20 days after the date of such notice and as soon as practicable thereafter. Notices mailed by the Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.01), (ii) the amount of the Special Payment for each $1,000 face amount Certificate and the amount thereof constituting principal, premium, if any, interest and Break Amount, if any, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of (i) premium, if any, or Break Amount, if any, payable upon the redemption or purchase of an Equipment Note or (ii) the Special Redemption Premium, if any, has not been calculated at the time that the Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any premium or Break Amount received will also be distributed. If any redemption of the Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register. Section 4.03. Statements to Certificateholders. (a) On each Distribution Date, the Trustee will include with each distribution to Certificateholders of a Scheduled Payment or Special Payment, as the case may be, a statement setting forth the information provided below (in the case of a Special Payment, including any Special Redemption Premium, reflecting in part the information provided by the Escrow Paying Agent under the Escrow Agreement). Such statement shall set forth (per $1,000 face amount Certificate as to (ii), (iii), (iv) and (v) below) the following information: (i) the aggregate amount of funds distributed on such Distribution Date hereunder and under the Escrow Agreement, indicating the amount allocable to each source; (ii) the amount of such distribution hereunder allocable to principal and the amount allocable to premium (including the Special Redemption Premium), if any; (iii) the amount of such distribution hereunder allocable to interest and Break Amount, if any; (iv) the amount of such distribution under the Escrow Agreement allocable to interest; (v) the amount of such distribution under the Escrow Agreement allocable to Deposits; 37 -32- (vi) the Pool Balance and the Pool Factor; and (vii) the Six-Month LIBOR rate and the resulting interest rates payable on the Certificates for the current and immediately preceding Interest Periods. With respect to the Certificates registered in the name of DTC, on the Record Date prior to each Distribution Date, the Trustee will request that DTC post on its internet bulletin board a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such Record Date. (b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Certificateholder of record during a portion of such calendar year, for such portion of such year, and such other items as are readily available to the Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its federal income tax returns. Such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the Agent Members and shall be delivered by the Trustee to such Agent Members to be available for forwarding by such Agent Members to the holders of interests in the Certificates in the manner described in Section 4.03(a). (c) Promptly following (i) the Delivery Period Termination Date, if there has been any change in the information set forth in clauses (x), (y) and (z) below from that set forth in page 56 of the Offering Circular, and (ii) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Equipment Notes held in the Trust, or any Final Withdrawal, the Trustee shall furnish to Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the Certificates registered in the name of DTC, on the Delivery Period Termination Date, the Trustee will request from DTC a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such date. The Trustee will mail to each such Agent Member the statement described above and will make available additional copies as requested by such Agent Member for forwarding to holders of interests in the Certificates. Section 4.04. Investment of Special Payment Moneys. Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any 38 -33- investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment. ARTICLE V THE COMPANY Section 5.01. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, except as permitted by Section 5.02. Section 5.02. Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, (ii) a "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. Section 1110); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of this Agreement, the Other Pass Through Trust Agreements and each Financing Document to be performed or observed by the Company; and (c) the Company shall have delivered to the Trustee an Officer's Certificate of the Company reasonably satisfactory to the Trustee, stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as 39 -34- an entirety shall have the effect of releasing any successor corporation or Person which shall have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement and any Financing Document to which it is a party. ARTICLE VI DEFAULT Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the occurrence and during the continuation of any Indenture Default under any Indenture, with ten days' written notice to the Trustee and each Certificateholder, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the Intercreditor Agreement), direct the exercise of remedies as provided in the Intercreditor Agreement. (b) Purchase Rights of Certificateholders. (i) At any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right to purchase, for the purchase price set forth in the Class G Trust Agreement, all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and each other Certificateholder, provided that (i) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class G Certificates pro rata based on the Fractional Undivided Interest in the Trust held by each such Certificateholder and (ii) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the Class G Certificates pursuant to this Section 6.01(b); and (ii) At any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right to purchase, for the purchase price set forth in the Class C Trust Agreement, all, but not less than all, of the Class C Certificates upon ten days' written notice to the Class C Trustee and each other Certificateholder, provided that (i) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class C Certificates pro rata based on the Fractional Undivided Interest in the Trust held by each such Certificateholder and (ii) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the Class C Certificates pursuant to this Section 6.01(b). (iii) By acceptance of its Certificate, each Certificateholder agrees that at any time after 180 days have elapsed since the occurrence of a Triggering Event that is continuing, regardless of whether the Certificateholders exercise their right to purchase 40 -35- the Class G Certificates pursuant to clause (i) above, the Policy Provider, if it is then the Controlling Party, shall have the right (except in the event of a Policy Provider Default) to purchase all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and the Class G Certificateholders. The purchase price with respect to the Certificates shall be equal to the Pool Balance of the Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing Document or on or in respect of the Certificates; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates shall be effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement and the Other Pass Through Trust Agreements, the Certificates and the Class G Certificates and the Class C Certificates which are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01(b). The Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates (whether in the form of Definitive Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser(s) and receive the purchase price for such Certificates and (ii) if the purchaser(s) shall so request, such Certificateholder will comply with all the provisions of Section 3.04 hereof to enable new Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof. Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable: (1) Certificateholders and Trustee May Purchase Equipment Notes. Any Certificateholder, the Trustee in its individual or any other capacity or any other Person may bid for and purchase any of the Equipment Notes, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Equipment Notes in their own absolute right without further accountability. (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee making such sale shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its 41 -36- personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (3) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Agreement or otherwise for the enforcement of this Agreement shall be applied as provided in Section 4.02. Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit. If there shall be a failure to make payment of the principal of, premium, if any, interest or Break Amount, if any, on any Equipment Note, or if there shall be any failure to pay Rent (as defined in the relevant Lease) under any Lease when due and payable, then the Trustee, in its own name and as trustee of an express trust, as holder of such Equipment Notes, to the extent permitted by and in accordance with the terms of the Intercreditor Agreement and the Financing Documents (subject to the rights of the applicable Owner Trustee or Owner Participant to cure any such failure to pay principal of, premium, if any, interest or Break Amount, if any, on any Equipment Note or to pay Rent under any Lease in accordance with the applicable Indenture), shall be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. Section 6.04 Control by Certificateholders. Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes, provided that: (1) such Direction shall not be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction. Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust (i) may on behalf of all of the Certificateholders waive any past Event of Default hereunder and its consequences or (ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct the applicable Loan Trustee to waive any past Indenture Default under any Indenture and its consequences, and thereby annul any 42 -37- Direction given by such Certificateholders or the Trustee to such Loan Trustee with respect thereto, except a default: (1) in the deposit of any Scheduled Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02 on the Certificates, or (2) in the payment of the principal of (premium, if any) or interest or Break Amount, if any, on the Equipment Notes, or (3) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of each Certificateholder holding an Outstanding Certificate affected thereby. Upon any such waiver, such default shall cease to exist with respect to the Certificates and any Event of Default arising therefrom shall be deemed to have been cured for every purpose and any direction given by the Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued under the relevant Indenture to waive the corresponding Indenture Default. Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding, including, without limitation, Section 6.07 hereof, but subject to the Intercreditor Agreement, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Regular Distribution Date or Special Distribution Date, shall not be impaired or affected without the consent of such Certificateholder. Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions. A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Agreement, for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, unless: (1) such Certificateholder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 7.03(e); (3) the Trustee shall have refused or neglected to institute such an action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Certificateholders holding Certificates 43 -38- evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. It is understood and intended that no one or more of the Certificateholders shall have any right in any manner whatsoever hereunder or under the Certificates to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property or the lien of any Indenture on any property subject thereto, or the rights of the Certificateholders or the holders of the Equipment Notes, (ii) obtain or seek to obtain priority over or preference with respect to any other such Certificateholder or (iii) enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all the Certificateholders subject to the provisions of this Agreement. Section 6.08. Remedies Cumulative. Every remedy given hereunder to the Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. ARTICLE VII THE TRUSTEE Section 7.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; and (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 44 -39- Section 7.02. Notice of Defaults. As promptly as practicable after, and in any event within 90 days after, the occurrence of any default (as such term is defined below) hereunder, the Trustee shall transmit by mail to the Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the Certificateholders in accordance with Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default on the payment of the principal, premium, if any, interest or Break Amount, if any, on any Equipment Note held in the Trust, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Certificateholders. For the purpose of this Section, the term "default" means any event that is, or after notice or lapse of time or both would become, an Event of Default. Section 7.03. Certain Rights of Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act: (a) the Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written description of the subject matter thereof accompanied by an Officer's Certificate and an Opinion of Counsel as provided in Section 1.02 of this Agreement; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Company, any Owner Trustee or any Loan Trustee; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the Direction of any of the Certificateholders pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such Direction; 45 -40- (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Trustee may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Agreement; (h) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (i) the Trustee shall not be required to expend or risk its own funds in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. Section 7.04. Not Responsible for Recitals or Issuance of Certificates. The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. Subject to Section 7.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement, any Equipment Notes, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any other Financing Document, except that the Trustee hereby represents and warrants that this Agreement has been, and the Intercreditor Agreement, the Registration Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each Certificate will be, executed, authenticated and delivered by one of its officers who is duly authorized to execute, authenticate and deliver such document on its behalf. Section 7.05. May Hold Certificates. The Trustee, any Paying Agent, Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if applicable, may otherwise deal with the Company, the Owner Trustees or the Loan Trustees with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent. Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein. Section 7.07. Compensation and Reimbursement. The Company agrees: 46 -41- (1) to pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as set forth in a written fee letter dated the date hereof between the Company and the Trustee, which letter is incorporated herein by reference (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its undertaking its normal administrative functions, or its negligence, willful misconduct or bad faith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee for, and to hold it harmless against, any loss, liability, expense or Tax (other than for or with respect to any Unindemnified Tax) incurred without negligence, willful misconduct or bad faith, on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for any such loss, liability or expense incurred by reason of the Trustee's breach of its covenants hereunder or under any Financing Document to which it is a party or its representations and warranties set forth in Section 7.15 or in any other Financing Document, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect hereto or any of the Financing Documents, which amendments, supplements, waivers or consents are not required pursuant to the terms of the Financing Documents and not requested by the Company, any loss of tax benefits, any Unindemnified Tax, or increase in tax liability under any tax law whether or not the Company is required to indemnify thereof or pursuant to this Agreement or any costs associated with overhead or normal administration hereunder or any voluntary resignation pursuant to Section 7.09. With respect to paragraph (3) above, the Trustee shall notify the Company promptly of any claim for which it may seek indemnity and the Company shall make payment on any such claim within 30 days of written demand thereof (delivered together with supporting documentation). The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel with the consent of the Company and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made, in settlement or otherwise, without its consent. With respect to any Tax other than an Unindemnified Tax, the Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, the Trust Property for any such Tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other than any Tax attributable to the Trustee's compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such Tax. If the Trustee reimburses 47 -42- itself from the Trust Property of such Trust for any such Tax, it will mail a brief report within 30 days setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. Section 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000). If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08 to act as Trustee, the Trustee shall resign immediately as Trustee in the manner and with the effect specified in Section 7.09. Section 7.09 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10. (b) The Trustee may resign at any time as trustee by giving prior written notice thereof to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee and to the Company, the Owner Trustees and the Loan Trustees. (d) If at any time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act, if applicable, after written request therefor by the Company or by any Certificateholder who has been a bona fide Certificateholder for at least six months; or (2) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Certificateholder; or 48 -43- (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any case, (i) the Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. (f) If the Trustee shall resign, be removed or become incapable of acting or if a vacancy shall occur in the office of the Trustee for any cause, the Company shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or other occurrence of such vacancy, a successor Trustee shall be appointed by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring Trustee, and the Company approves such appointment, which approval shall not be unreasonably withheld, then the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. If no successor Trustee shall have been so appointed as provided above and accepted appointment in the manner hereinafter provided, any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (g) The successor Trustee shall give notice of the resignation and removal of the Trustee and appointment of the successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as their names and addresses appear in the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. Section 7.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by 49 -44- such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII. Section 7.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been executed or authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such execution or authentication and deliver the Certificates so executed or authenticated with the same effect as if such successor Trustee had itself executed or authenticated such Certificates. Section 7.12. Maintenance of Agencies. (a) There shall at all times be maintained an office or agency in the location set forth in Section 12.03 where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Trustee in respect of such certificates or this Agreement may be served; provided, however, that, if it shall be necessary that the Trustee maintain an office or agency in another location (e.g., the Certificates shall be represented by Definitive Certificates and shall be listed on a national securities exchange), the Trustee will make all reasonable efforts to establish such an office or agency. Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address specified in the Financing Documents or such other address as may be notified to the Trustee) and the Certificateholders. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. (b) There shall at all times be a Registrar and a Paying Agent hereunder with respect to the Certificates. Each such Authorized Agent shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, or, if the Trustee shall be acting as the Registrar or Paying Agent hereunder, a corporation having a combined capital and surplus in excess of $5,000,000, the obligations of which are guaranteed by a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, and shall be authorized under such laws to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Trustee shall initially be 50 -45- the Paying Agent and, as provided in Section 3.04, Registrar hereunder with respect to the Certificates. Each Registrar shall furnish to the Trustee, at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the Register maintained by such Registrar. (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, the Owner Trustees and the Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee shall mail notice of such appointment to all Certificateholders as their names and addresses appear on the Register. (e) The Company agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses as set forth in the letter agreement referred to in Section 7.07 hereof. Section 7.13. Money for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying Agent for the purpose of any payment on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Certificateholders with respect to which such money was deposited. The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 51 -46- Section 7.14. Registration of Equipment Notes in Name of Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes. Section 7.15. Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a Delaware banking corporation organized and validly existing in good standing under the laws of the State of Delaware; (b) the Trustee has full power, authority and legal right to execute, deliver, and perform this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party and has taken all necessary action to authorize the execution, delivery, and performance by it of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (c) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party have been duly executed and delivered by the Trustee and constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in 52 -47- accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law. Section 7.16. Withholding Taxes, Information Reporting. The Trustee, as trustee of the grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, interest, Break Amount, if any, and other amounts due under this Agreement or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law. Section 7.17. Trustee's Liens. The Trustee in its individual capacity agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim ("Trustee's Liens") on or with respect to the Trust Property which is attributable to the Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder or in its individual capacity and which arises out of acts or omissions on the part of the Trustee which are not contemplated by this Agreement. Section 7.18. Preferential Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed as Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders. The Company will furnish to the Trustee within 15 days after each Record Date with respect to a Scheduled Payment, and at such other times as the Trustee may request in writing within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the Certificateholders, in each case as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the sole Registrar, no such list need be furnished; and provided further, however, that 53 -48- no such list need be furnished for so long as a copy of the Register is being furnished to the Trustee pursuant to Section 7.12. Section 8.02. Preservation of Information; Communications to Certificateholders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders contained in the most recent list furnished to the Trustee as provided in Section 7.12 or Section 8.01, as the case may be, and the names and addresses of Certificateholders received by the Trustee in its capacity as Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a new list so furnished. Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first full year following the issuance of the Certificates, the Trustee shall transmit to the Certificateholders, as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if required by Section 313(a) of the Trust Indenture Act. Section 8.04. Reports by the Company. The Company shall: (a) file with the Trustee, within 30 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; (b) during any period, prior to the consummation of the Exchange Offer and during which the Shelf Registration Statement is not in effect, in which the Company is not subject to Section 13(a), 13(c) or 15(d) under the Securities Exchange Act of 1934, make available to any Holder of the Certificates in connection with any sale thereof and any prospective purchaser of the Certificates from such Holder, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act but only for so long as any of the Certificates remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, in any event, only until the second anniversary of the Issuance Date; (c) file with the Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 1.02; 54 -49- (d) transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (c) of this Section 8.04 as may be required by rules and regulations prescribed by the SEC; and (e) furnish to the Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer, any Vice President (or more senior ranking officer) or the principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Agreement (it being understood that for purposes of this paragraph (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Agreement). ARTICLE IX SUPPLEMENTAL AGREEMENTS Section 9.01. Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or the Registration Rights Agreement in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement or the Registration Rights Agreement; or (2) to add to the covenants of the Company for the benefit of the Certificateholders, or to surrender any right or power conferred upon the Company in this Agreement, the Note Purchase Agreement or the Registration Rights Agreement; or (3) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement or the Registration Rights Agreement which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement or the Registration Rights Agreement, provided that any such action shall not materially adversely affect the interests of the Certificateholders; or (4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, any 55 -50- regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or (6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or (7) to provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or (8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. Section 9.02. Supplemental Agreements with Consent of Certificateholders. With the consent of the Certificateholders holding Certificates (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, which consent shall not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: 56 -51- (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee (or, with respect to the Deposits, the Certificateholders) of payments on the Equipment Notes or other Trust Property held in the Trust or on the Deposits or distributions that are required to be made herein on any Certificate, or change any date of payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note included in the Trust Property except as permitted by this Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Notes in the Trust; or (3) reduce the specified percentage of the aggregate Fractional Undivided Interests of the Trust which is required for any such supplemental agreement, or reduce such specified percentage required for any waiver of compliance with certain provisions of this Agreement or certain defaults hereunder and their consequences provided for in this Agreement; or (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the Intercreditor Agreement in a manner adverse to the Certificateholders; or (5) modify any of the provisions of this Section 9.02 or Section 6.05, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby; or (6) adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. It shall not be necessary for any Direction of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Direction shall approve the substance thereof. Section 9.03. Documents Affecting Immunity or Indemnity. Except for the performance of its covenants herein, if in the opinion of the Trustee any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity or indemnity in favor of the Trustee under this Agreement, the Trustee may in its discretion decline to execute such document. Section 9.04. Execution of Supplemental Agreements. In executing, or accepting the additional trusts created by, any agreement permitted by this Article or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. 57 -52- Section 9.05. Effect of Supplemental Agreements. Upon the execution of any agreement supplemental to this Agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of a Certificate theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.06. Conformity with Trust Indenture Act. Every supplemental agreement executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.07. Reference in Certificates to Supplemental Agreements. Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand. ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS Section 10.01. Amendments and Supplements to Indentures and Financing Documents. In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture, any other Financing Document, any Equipment Note or any other related document, the Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder registered on the Register as of the date of such notice. The Trustee shall request from the Certificateholders a Direction as to (a) whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of such Equipment Note has the option to direct, (b) whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as a holder of such Equipment Note or a Controlling Party and (c) how to vote (or direct the Subordination Agent to vote) any Equipment Note if a vote has been called for with respect thereto. Provided such a request for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing), (i) other than as Controlling Party, the Trustee shall vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (A) the aggregate face amounts of all Certificates actually voted in favor of or for giving consent to such action by such Direction of Certificateholders to (B) the aggregate face amount of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall vote as directed in such Certificateholder Direction by the Certificateholders evidencing a Fractional Undivided Interest aggregating not less than a majority in interest in the Trust. For purposes of the immediately preceding sentence, a Certificate shall have been "actually voted" if the Holder of such Certificate has delivered to the Trustee an instrument evidencing such Holder's consent to such Direction prior to two Business Days before the Trustee directs such action or casts such vote or 58 -53- gives such consent. Notwithstanding the foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination Agent to consent and notify the Loan Trustee of such consent) to any amendment, modification, waiver or supplement under the relevant Indenture, any other Financing Document, any Equipment Note or any other related document, if an Event of Default hereunder shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. ARTICLE XI TERMINATION OF TRUST Section 11.01. Termination of the Trust. The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall terminate upon the earlier of (A) the completion of the assignment, transfer and discharge described in the first sentence of the immediately following paragraph and (B) distribution to all Holders of Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Upon the earlier of (i) the first Business Day after August 30, 2002, or, if later, the fifth Business Day following the Delivery Period Termination Date and (ii) the fifth Business Day following the date on which a Triggering Event occurs (such date, the "Transfer Date"), or, if later the date on which all of the conditions set forth in the immediately following sentence have been satisfied, the Trustee is hereby directed (subject only to the immediately following sentence) to, and the Company shall direct the institution that will serve as the Related Trustee under the Related Pass Through Trust Agreement to, execute and deliver the Assignment and Assumption Agreement, pursuant to which the Trustee shall assign, transfer and deliver all of the Trustee's right, title and interest to the Trust Property to the Related Trustee under the Related Pass Through Trust Agreement. The Trustee and the Related Trustee shall execute and deliver the Assignment and Assumption Agreement upon the satisfaction of the following conditions: (i) The Trustee, the Related Trustee and each of the Rating Agencies then rating the Certificates shall have received an Officer's Certificate and an Opinion of Counsel dated the date of the Assignment and Assumption Agreement and each satisfying the requirements of Section 1.02, which Opinion of Counsel shall be substantially to the effect set forth below and may be relied upon by the Beneficiaries (as defined in the Assignment and Assumption Agreement): (a) upon the execution and delivery thereof by the parties thereto in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, the Assignment and Assumption Agreement will constitute the valid and binding obligation of each of the parties thereto enforceable against each such party in accordance with its terms; 59 -54- (b) upon the execution and delivery of the Assignment and Assumption Agreement in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, each of the Certificates then Outstanding will be entitled to the benefits of the Related Pass Through Trust Agreement; (c) the Related Trust is not required to be registered as an investment company under the Investment Company Act of 1940, as amended; (d) the Related Pass Through Trust Agreement constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms; and (e) neither the execution and delivery of the Assignment and Assumption Agreement in accordance with the terms of this Agreement and the Related Pass Through Trust Agreement, nor the consummation by the parties thereto of the transactions contemplated to be consummated thereunder on the date thereof, will violate any law or governmental rule or regulation of the State of New York or the United States of America known to such counsel to be applicable to the transactions contemplated by the Assignment and Assumption Agreement. (ii) The Trustee and the Company shall have received (x) a copy of the articles of incorporation and bylaws of the Related Trustee certified as of the Transfer Date by the Secretary or Assistant Secretary of such institution and (y) a copy of the filing (including all attachments thereto) made by the institution serving as the Related Trustee with the Office of the Superintendent, State of New York Banking Department for the qualification of the Related Trustee under Section 131(3) of the New York Banking Law. Upon the execution of the Assignment and Assumption Agreement by the parties thereto, the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, and the Outstanding Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of this Agreement and the Related Pass Through Trust Agreement, without further signature or action of any party or Certificateholder, to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. By acceptance of its Certificate, each Certificateholder consents to such assignment, transfer and delivery of the Trust Property to the trustee of the Related Trust upon the execution and delivery of the Assignment and Assumption Agreement. In connection with the occurrence of the event set forth in clause (B) above, notice of such termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee 60 -55- therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties hereto or any of them. Section 12.02. Certificates Nonassessable and Fully Paid. Except as set forth in the last sentence of this Section 12.02, Certificateholders shall not be personally liable for obligations of the Trust, the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates, upon authentication thereof by the Trustee pursuant to Section 3.03, are and shall be deemed fully paid. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Trust, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association. Neither the existence of the Trust nor any provision herein is intended to or shall limit the liability the Certificateholders would otherwise incur if the Certificateholders owned Trust Property as co-owners, or incurred any obligations of the Trust, directly rather than through the Trust. Section 12.03. Notices. (a) Unless otherwise specifically provided herein, all notices required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or telecopy, and 61 -56- any such notice shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business Day, if to the Company, to: America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 Attention: Vice President-Treasurer Facsimile: (602) 693-5886 if to the Trustee, to: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 Telephone: (302) 651-8584 (b) The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. (c) Any notice or communication to Certificateholders shall be mailed by first-class mail to the addresses for Certificateholders shown on the Register kept by the Registrar. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders. (d) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it. (e) If the Company mails a notice or communication to the Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent at the same time. (f) Notwithstanding the foregoing, all communications or notices to the Trustee shall be deemed to be given only when received by a Responsible Officer of the Trustee. (g) The Trustee shall promptly furnish the Company with a copy of any demand, notice or written communication received by the Trustee hereunder from any Certificateholder, Owner Trustee or Loan Trustee. 62 -57- Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF DELAWARE AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 12.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the Trust, or of the Certificates or the rights of the Certificateholders thereof. Section 12.06. Trust Indenture Act Controls. Upon the occurrence of any Registration Event, this Agreement shall become subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions. From and after any Registration Event, if any provision of this Agreement limits, qualifies or conflicts with another provision which is required to be included in this Agreement by the Trust Indenture Act, the required provision shall control. Section 12.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 12.08. Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Trustee and the Company shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 12.09. Benefits of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. Section 12.10. Legal Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate shall not be a Business Day, then (notwithstanding any other provision of this Agreement) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period. Section 12.11. Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 63 -58- Section 12.12. Intention of Parties. The parties hereto intend that the Trust be classified for U.S. federal income tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as amended, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder and Investor, by its acceptance of its Certificate or a beneficial interest therein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The powers granted and obligations undertaken pursuant to this Agreement shall be so construed so as to further such intent. 64 -59- IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first written above. AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir ------------------------------------------ Name: Thomas T. Weir Title: Vice President and Treasurer WILMINGTON TRUST COMPANY, as Trustee By: /s/ W. Chris Sponenberg ------------------------------------------ Name: W. Chris Sponenberg Title: Assistant Vice President 65 EXHIBIT A FORM OF CERTIFICATE REGISTERED No._________ [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY 66 A-2 TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.]* BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.]** - ----------------- * Not to be included on the face of the Regulation S Global Certificate. ** To be included on the face of each Global Certificate. 67 A-3 [GLOBAL CERTIFICATE]* AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1D-O Floating Rate America West Airlines [Initial] [Exchange] Pass Through Certificate, Series 2001-1D-O Final Legal Distribution Date: October 2, 2005 evidencing a fractional undivided interest in a trust, the property of which includes certain equipment notes each secured by an Aircraft leased to or owned by America West Airlines, Inc. having a face amount of $[ ] representing [ ]% of the Trust per $1,000 face amount THIS CERTIFIES THAT _______________, for value received, is the registered owner of a Fractional Undivided Interest, having a face amount of $________ (__________dollars) in the America West Airlines Pass Through Trust, Series 2001-1D-O (the "Trust") created pursuant to a Pass Through Trust Agreement, dated as of May 17, 2001 (the "Agreement"), between Wilmington Trust Company (the "Trustee") and America West Airlines, Inc., a corporation incorporated under Delaware law (the "Company"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as "Floating Rate America West Airlines [Initial] [Exchange] Pass Through Certificates, Series 2001-1D-O" (herein called the "Certificates"). This Certificate is issued under and is subject to the terms, provisions, and conditions of the Agreement. By virtue of its acceptance hereof the Certificateholder of this Certificate assents to and agrees to be bound by the provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes an interest in certain Equipment Notes and all rights of the Trust to receive payments under the Intercreditor Agreement (the "Trust Property"). Each issue of the Equipment Notes is secured by, among other things, a security interest in the Aircraft leased to or owned by the Company. - ------------------ * To be included on the face of each Global Certificate. 68 A-4 The Certificates represent fractional undivided interests in the Trust and the Trust Property, and have no rights, benefits or interest in respect of any assets or property other than the Trust Property. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from and to the extent of funds then available to the Trustee, there will be distributed on each April 2, and October 2, (a "Regular Distribution Date"), commencing on October 2, 2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments due on such Regular Distribution Date on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any of their affiliates. The Certificates are limited in right or payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and 69 A-5 upon all future Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, in the Borough of Manhattan, the City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. [The Holder of this Certificate is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of May 17, 2001, among the Company, the Trustee and the Initial Purchasers named therein (the "Registration Rights Agreement"). In the event that no Registration Event has occurred on or prior to the 210th day after the date of the issuance of the Certificates, the interest rate per annum payable in respect of the Equipment Notes and the Deposits shall be increased by 0.50%, from and including the 210th day after the Issuance Date to but excluding the earlier of (i) the date on which a Registration Event occurs and (ii) the date on which there cease to be any Registrable Certificates (as defined in the Registration Rights Agreement). In the event that the Shelf Registration Statement ceases to be effective at any time during the period specified by Section 2(b)(B) of the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate per annum payable in respect of the Equipment Notes and the Deposits shall be increased by 0.50% from the 61st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective (or, if earlier, the end of the period specified by Section 2(b)(B) of the Registration Rights Agreement).]* Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. Under certain circumstances set forth in Section 11.01 of the Agreement, all of the Trustee's right, title and interest to the Trust Property may be assigned, transferred and delivered to the Related Trustee of the Related Trust pursuant to the Assignment and Assumption Agreement. Upon the effectiveness of such Assignment and Assumption Agreement (the - --------------- * To be included only on each Initial Certificate. 70 A-6 "Transfer"), the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, the Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of the Agreement and the Related Pass Through Trust Agreement to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. Each Certificateholder, by its acceptance of this Certificate or a beneficial interest herein, agrees to be bound by the Assignment and Assumption Agreement and subject to the terms of the Related Pass Through Trust Agreement as a certificateholder thereunder. From and after the Transfer, unless and to the extent the context otherwise requires, references herein to the Trust, the Agreement and the Trustee shall constitute references to the Related Trust, the Related Pass Through Trust Agreement and trustee of the Related Trust, respectively. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of [$100,000]* [$1,000]** Fractional Undivided Interest and integral multiples of $1,000 in excess thereof except that one Certificate may be in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment by the Holder of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. - ----------------------- * To be included only on each Initial Certificate. ** To be included only on each Exchange Certificate. 71 A-7 UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. FROM AND AFTER THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 72 A-8 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1D-O By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee By: ---------------------------------------- Name: Title: 73 A-9 [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Certificates referred to in the within-mentioned Agreement. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee By: ------------------------------------- Authorized Officer 74 A-10 FORM OF TRANSFER NOTICE FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. - -------------------------------- - -------------------------------- please print or typewrite name and address including zip code of assignee - -------------------------------- the within Certificate and all rights thereunder, hereby irrevocably constituting and appointing - -------------------------------- attorney to transfer said Certificate on the books of the Trustee with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT REGULATION S GLOBAL AND REGULATION S DEFINITIVE CERTIFICATES] In connection with any transfer of this Certificate occurring prior to the date that is the earlier of the date of an effective Registration Statement or the date two years after the later of the original issuance of this Certificate or the last date on which this Certificate was held by America West Airlines, Inc., the Trustee or any affiliate of such Persons, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] [ ] (a) this Certificate is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. or [ ] (b) this Certificate is being transferred other than in accordance with (a) above and documents are being furnished that comply with the conditions of transfer set forth in this Certificate and the Agreement. If neither of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Certificate in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.06 of the Agreement shall have been satisfied. 75 A-11 Date:__________________ [Name of Transferor] NOTE: The signature must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: ______________________ TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:__________________ ___________________________________________ NOTE: To be executed by an executive officer. 76 EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration Re: America West Airlines Pass Through Trust (the "Trust"), Series 2001-1D-O, America West Airlines Pass Through Certificates, Series 2001-1D-O (the "Certificates") Ladies and Gentlemen: In connection with our proposed sale of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: (1) the offer of the Certificates was not made to a person in the United States or to or for the account or benefit of a U.S. person; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 77 B-2 You and America West Airlines, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] 78 EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1D-O (the "Trust") Pass Through Certificates, Series 2001-1D-O (the "Certificates") Ladies and Gentlemen: In connection with our proposed purchase of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that: 1. We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc. (the "Company") and Wilmington Trust Company (the "Trustee") relating to the Certificates, and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the "Securities Act"). 2. We are purchasing Certificates having an aggregate principal amount of not less than $100,000 and each account (if any) for which we are purchasing Certificates is purchasing Certificates having an aggregate principal amount of not less than $100,000. 3. We understand that the Certificates have not been registered under the Securities Act, that the Certificates are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act and that the Certificates may not be offered or resold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that, if we should sell any Certificates within two 79 C-2 years after the later of the original issuance of such Certificate and the last date on which such Certificate is owned by the Company, the Trustee or any affiliate of any of such persons, we will do so only (A) to the Company, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Certificates are restricted as stated herein. 4. We understand that, on any proposed resale of any Certificates, we will be required to furnish to the Company and the Trustee such certifications, legal opinions and other information as the Company and the Trustee may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. 5. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investments. 6. We are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless to the understanding that the disposition of our property shall at all times be and remain within our control. You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy thereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: ----------------------------------------- Name: Title: 80 EXHIBIT D FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT America West Airlines Pass Through Trust, Series 2001-1D-O ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ____________, _____ (the "Agreement"), between Wilmington Trust Company, a Delaware banking corporation ("WTC"), not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or otherwise supplemented from time to time, the "Pass Through Trust Agreement") in respect of the America West Airlines Pass Through Trust, Series 2001-1D-O (the "Assignor"), and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement dated as of May 17, 2001 (the "New Pass Through Trust Agreement") in respect of the America West Airlines Pass Through Trust, Series 2001-1D-S (the "Assignee"). W I T N E S S E T H: WHEREAS, the parties hereto desire to effect on the date hereof (the "Transfer Date") (a) the transfer by the Assignor to the Assignee of all of the right, title and interest of the Assignor in, under and with respect to, among other things, the Trust Property and each of the documents listed in Schedule I hereto (the "Scheduled Documents") and (b) the assumption by the Assignee of the obligations of the Assignor (i) under the Scheduled Documents and (ii) in respect of the Certificates issued under the Pass Through Trust Agreement; and WHEREAS, the Scheduled Documents permit such transfer upon satisfaction of certain conditions heretofore or concurrently herewith being complied with; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows (capitalized terms used herein without definition having the meaning ascribed thereto in the Pass Through Trust Agreement): 1. Assignment. The Assignor does hereby sell, assign, convey, transfer and set over unto the Assignee as of the Transfer Date all of its present and future right, title and interest in, under and with respect to the Trust Property and the Scheduled Documents and each other contract, agreement, document or instrument relating to the Trust Property or the Scheduled Documents (such other contracts, agreements, documents or instruments, together with the Scheduled Documents, to be referred to as the "Assigned Documents"), and any proceeds therefrom, together with all documents and instruments evidencing any of such right, title and interest. 2. Assumption. The Assignee hereby assumes for the benefit of the Assignor and each of the parties listed in Schedule II hereto (collectively, the "Beneficiaries") all of the duties and obligations of the Assignor, whenever accrued, pursuant to the Assigned Documents and hereby confirms that it shall be deemed a party to each of the Assigned Documents to which the Assignor is a party and shall be bound by all the terms thereof (including the agreements and obligations of the Assignor set forth therein) as if therein named as the Assignor. Further, the 81 D-2 Assignee hereby assumes for the benefit of the Assignor and the Beneficiaries all of the duties and obligations of the Assignor under the Outstanding Certificates and hereby confirms that the Certificates representing Fractional Undivided Interests under the Pass Through Trust Agreement shall be deemed for all purposes of the Pass Through Trust Agreement and the New Pass Through Trust Agreement to be certificates representing the same fractional undivided interests under the New Pass Through Trust Agreement equal to their respective beneficial interests in the trust created under the Pass Through Trust Agreement. 3. Effectiveness. This Agreement shall be effective upon the execution and delivery hereof by the parties hereto, and each Certificateholder, by its acceptance of its Certificate or a beneficial interest therein, agrees to be bound by the terms of this Agreement. 4. Payments. The Assignor hereby covenants and agrees to pay over to the Assignee, if and when received following the Transfer Date, any amounts (including any sums payable as interest in respect thereof) paid to or for the benefit of the Assignor that, under Section 1 hereof, belong to the Assignee. 5. Further Assurances. The Assignor shall, at any time and from time to time, upon the request of the Assignee, promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Assignee may reasonably request to obtain the full benefits of this Agreement and of the right and powers herein granted. The Assignor agrees to deliver the Global Certificates, and all Trust Property, if any, then in the physical possession of the Assignor, to the Assignee. 6. Representations and Warranties. (a) The Assignee represents and warrants to the Assignor and each of the Beneficiaries that: (i) it has all requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby and to carry out and perform the obligations of the "Pass Through Trustee" under the Assigned Documents; (ii) on and as of the date hereof, the representations and warranties of the Assignee set forth in Section 7.15 of the New Pass Through Trust Agreement are true and correct. (b) The Assignor represents and warrants to the Assignee that: (i) it is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the full trust power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its trust and fiduciary powers to execute and deliver this Agreement; (ii) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by it and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and (iii) this Agreement constitutes the legal, valid and binding obligations of it enforceable against it in accordance with its terms, except as the same may be limited by 82 D-3 applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. 8. Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by both parties so long as each party shall sign at least one counterpart. 9. Third Party Beneficiaries. The Assignee hereby agrees, for the benefit of the Beneficiaries, that its representations, warranties and covenants contained herein are also intended to be for the benefit of each Beneficiary, and each Beneficiary shall be deemed to be an express third party beneficiary with respect thereto, entitled to enforce directly and in its own name any rights or claims it may have against such party as such beneficiary. IN WITNESS WHEREOF, the parties hereto, through their respective officers thereunto duly authorized, have duly executed this Assignment as of the day and year first above written. ASSIGNOR: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the America West Airlines Pass Through Trust 2001-1D-O By: --------------------------------------- Title: ASSIGNEE: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the America West Airlines Pass Through Trust 2001-1D-S By: --------------------------------------- Title: 83 Schedule I Schedule of Assigned Documents (1) Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the Other Trustees, the Policy Provider, the Liquidity Provider, the liquidity provider, if any, relating to the Certificates issued under (and as defined in) the Other Pass Through Trust Agreements and the Subordination Agent. (2) Registration Rights Agreement dated as of May 17, 2001 among the Initial Purchasers, the Trustee, the Other Trustees, and the Company. (3) Escrow and Paying Agent Agreement (Class D) dated as of May 17, 2001 among the Escrow Agent, the Initial Purchasers, the Trustee and the Paying Agent. (4) Note Purchase Agreement dated as of May 17, 2001 among the Company, the Trustee, the Other Trustees, the Depositary, the Escrow Agent, the Paying Agent and the Subordination Agent. (5) Deposit Agreement (Class D) dated as of May 17, 2001 between the Escrow Agent and the Depositary. (6) Each of the Operative Agreements (as defined in the Participation Agreement for each Aircraft) in effect as of the Transfer Date. 84 Schedule II Schedule of Beneficiaries Wilmington Trust Company, not in its individual capacity but solely as Pass Through Trustee, Subordination Agent, Paying Agent and Escrow Agent Ambac Assurance Corporation, as Policy Provider Westdeutsche Landesbank Girozentrale, as Liquidity Provider Citibank, N.A., as Depositary America West Airlines, Inc. Salomon Smith Barney Inc. Deutsch Banc Alex. Brown Inc. Mizuho International plc Banc One Capital Markets, Inc. Tokyo-Mitsubishi International plc Each of the other parties to the Assigned Documents 85 EXHIBIT E FORM OF NOTICE TO DESIGNATE NOMINEE AS WITHHOLDING AGENT (Treas. Reg. Section 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1)) [DATE] National Association of Securities Dealers, Inc. Market Operations 80 Merritt Blvd. Trumbull, CT 06611 Re: America West Airlines Pass Through Trust, Series 2001-1D-O Pass Through Certificates, Series 2001-1D-O With respect to distributions to be made on [INSERT DISTRIBUTION DATE] to holders of the above-referenced Pass Through Certificates in the amount of $ ____ per $1,000 principal amount of Certificate, we hereby designate the appropriate nominees to withhold from amounts distributable to any non-U.S. Person such amounts as required by Section 1446 of the Internal Revenue Code of 1986, as amended. The term "non-U.S. Person" means any person or entity that, for U.S. federal income tax purposes, is not a "U.S. Person." "U.S. Person" for this purpose means a citizen or resident of the United States, a corporation, partnership or other entity created or organized under the laws of the United States or any political subdivision thereof, or an estate or trust, the income of which is subject to U.S. federal income taxation regardless of its source. The date of record for determining holders of Certificates entitled to receive the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED RECORD DATE]. Very truly yours, EX-4.9 8 p65531ex4-9.txt EX-4.9 1 EXHIBIT 4.9 EXECUTION COPY PASS THROUGH TRUST AGREEMENT Dated as of May 17, 2001 between AMERICA WEST AIRLINES, INC. and WILMINGTON TRUST COMPANY, as Trustee America West Airlines Pass Through Trust, Series 2001-1D-S Initial Pass Through Certificates, Series 2001-1D-S Exchange Pass Through Certificates, Series 2001-1D-S 2 Reconciliation and tie between America West Airlines Pass Through Trust Agreement, Series 2001-1D-S dated as of May 17, 2001, and the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through Trust Agreement.

Trust Indenture Act Pass Through Trust of 1939 Section Agreement Section --------------- ----------------- 310(a)(1) 7.08 (a)(2) 7.08 312(a) 3.05; 8.01; 8.02 313(a) 7.06; 8.03 314(a) 8.04(a),(c) & (d) (a)(4) 8.04(e) (c)(1) 1.02 (c)(2) 1.02 (d)(1) 7.13; 11.01 (d)(2) 7.13; 11.01 (d)(3) 2.01 (e) 1.02 315(b) 7.02 316(a)(last sentence) 1.04(c) (a)(1)(A) 6.04 (a)(1)(B) 6.05 (b) 6.06 (c) 1.04(e) 317(a)(1) 6.03 (b) 7.13 318(a) 12.06

3 TABLE OF CONTENTS

SECTION PAGE ARTICLE I DEFINITIONS ......................................................................................... 2 Section 1.01. Definitions.......................................................................... 2 Section 1.02. Compliance Certificates and Opinions................................................. 14 Section 1.03. Form of Documents Delivered to Trustee............................................... 14 Section 1.04. Directions of Certificateholders..................................................... 15 ARTICLE II ACQUISITION OF TRUST PROPERTY....................................................................... 16 Section 2.01. Acquisition of Trust Property........................................................ 16 Section 2.02. Acceptance by the Trustee............................................................ 16 Section 2.03. Limitation of Powers................................................................. 17 ARTICLE III THE CERTIFICATES................................................................................... 17 Section 3.01. Title, Form, Denomination and Execution of Certificates.............................. 17 Section 3.02. Restrictive Legends.................................................................. 19 Section 3.03. Authentication of Certificates....................................................... 21 Section 3.04. Transfer and Exchange................................................................ 21 Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates..................................................... 22 Section 3.06. Special Transfer Provisions.......................................................... 23 Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates.................................... 26 Section 3.08. Persons Deemed Owners................................................................ 27 Section 3.09. Cancellation......................................................................... 27 Section 3.10. Temporary Certificates............................................................... 27 Section 3.11. Limitation of Liability for Payments................................................. 27 Section 3.12. ERISA Restrictive Legend............................................................. 28 ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS..................................................... 28 Section 4.01. Certificate Account and Special Payments Account..................................... 28 Section 4.02. Distributions from Certificate Account and Special Payments Account.............................................................................. 29 Section 4.03. Statements to Certificateholders..................................................... 30 Section 4.04. Investment of Special Payment Moneys................................................. 31 ARTICLE V THE COMPANY ......................................................................................... 32 Section 5.01. Maintenance of Corporate Existence................................................... 32 Section 5.02. Consolidation, Merger, Etc........................................................... 32 ARTICLE VI DEFAULT ............................................................................................ 33 Section 6.01. Events of Default.................................................................... 33 Section 6.02. Incidents of Sale of Equipment Notes................................................. 34 Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit................................................................................. 35 Section 6.04. Control by Certificateholders........................................................ 35 Section 6.05. Waiver of Past Defaults.............................................................. 35

4

SECTION PAGE Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired............................................................................. 36 Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions........................................................................... 36 Section 6.08. Remedies Cumulative.................................................................. 37 ARTICLE VII THE TRUSTEE........................................................................................ 37 Section 7.01. Certain Duties and Responsibilities.................................................. 37 Section 7.02. Notice of Defaults................................................................... 38 Section 7.03. Certain Rights of Trustee............................................................ 38 Section 7.04. Not Responsible for Recitals or Issuance of Certificates............................. 39 Section 7.05. May Hold Certificates................................................................ 39 Section 7.06. Money Held in Trust.................................................................. 39 Section 7.07. Compensation and Reimbursement....................................................... 39 Section 7.08. Corporate Trustee Required; Eligibility.............................................. 41 Section 7.09. Resignation and Removal; Appointment of Successor.................................... 41 Section 7.10. Acceptance of Appointment by Successor............................................... 42 Section 7.11. Merger, Conversion, Consolidation or Succession to Business.......................... 43 Section 7.12. Maintenance of Agencies.............................................................. 43 Section 7.13. Money for Certificate Payments to Be Held in Trust................................... 44 Section 7.14. Registration of Equipment Notes in Name of Subordination Agent....................... 45 Section 7.15. Representations and Warranties of Trustee............................................ 45 Section 7.16. Withholding Taxes, Information Reporting............................................. 46 Section 7.17. Trustee's Liens...................................................................... 46 Section 7.18. Preferential Collection of Claims.................................................... 46 ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE.................................................. 46 Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders................................................................... 46 Section 8.02. Preservation of Information; Communications to Certificateholders................................................................... 47 Section 8.03. Reports by Trustee................................................................... 47 Section 8.04. Reports by the Company............................................................... 47 ARTICLE IX SUPPLEMENTAL AGREEMENTS............................................................................. 48 Section 9.01. Supplemental Agreements Without Consent of Certificateholders........................ 48 Section 9.02. Supplemental Agreements with Consent of Certificateholders........................... 49 Section 9.03. Documents Affecting Immunity or Indemnity............................................ 50 Section 9.04. Execution of Supplemental Agreements................................................. 50 Section 9.05. Effect of Supplemental Agreements.................................................... 51 Section 9.06. Conformity with Trust Indenture Act.................................................. 51 Section 9.07. Reference in Certificates to Supplemental Agreements................................. 51 ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS..................................................... 51 Section 10.01. Amendments and Supplements to Indentures and Financing Documents..................... 51

ii 5

SECTION PAGE ARTICLE XI TERMINATION OF TRUST................................................................................ 52 Section 11.01. Termination of the Trust............................................................. 52 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................... 53 Section 12.01. Limitation on Rights of Certificateholders........................................... 53 Section 12.02. Certificates Nonassessable and Fully Paid............................................ 53 Section 12.03. Notices.............................................................................. 53 Section 12.04. Governing Law........................................................................ 54 Section 12.05. Severability of Provisions........................................................... 54 Section 12.06. Trust Indenture Act Controls......................................................... 54 Section 12.07. Effect of Headings and Table of Contents............................................. 55 Section 12.08. Successors and Assigns............................................................... 55 Section 12.09. Benefits of Agreement................................................................ 55 Section 12.10. Legal Holidays....................................................................... 55 Section 12.11. Counterparts......................................................................... 55 Section 12.12. Intention of Parties................................................................. 55 Exhibit A - Form of Certificate to Request Removal of Restricted Legend Exhibit B - Form of Certificate to be Delivered by an Institutional Accredited Investor

iii 6 PASS THROUGH TRUST AGREEMENT This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the "Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of America West Airlines Pass Through Trust, Series 2001-1D-S and the $45,000,000 America West Airlines Pass Through Trust, Series 2001-1D-S Pass Through Certificates representing fractional undivided interests in the Trust. WITNESSETH: WHEREAS, the Company has obtained commitments from AVSA for the delivery of certain Aircraft; WHEREAS, as of the Transfer Date, the Company will have financed (or refinanced) the acquisition of all or a portion of the Aircraft either (i) through separate leveraged lease transactions in which the Company will lease such aircraft (collectively, the "Leased Aircraft") or (ii) through separate secured loan transactions in which the Company will own such Aircraft (collectively, the "Owned Aircraft"); WHEREAS, as of the Transfer Date, in the case of each Leased Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner Participant, will have issued pursuant to an Indenture, on a non-recourse basis, three series of Equipment Notes in order to finance a portion of its purchase price of such Leased Aircraft; WHEREAS, as of the Transfer Date, in the case of each Owned Aircraft, the Company will have issued pursuant to an Indenture, on a recourse basis, three series of Equipment Notes to finance a portion of the purchase price of such Owned Aircraft; WHEREAS, as of the Transfer Date, the Related Trustee will assign, transfer and deliver all of such trustee's right, title and interest to the trust property held by the Related Trustee to the Trustee pursuant to the Assignment and Assumption Agreement; WHEREAS, the Trustee, effective only, but automatically, upon execution and delivery of the Assignment and Assumption Agreement, will be deemed to have declared the creation of the Trust for the benefit of the Certificateholders, and each holder of Certificates outstanding as of the Transfer Date, as the grantors of the Trust, by their respective acceptances of the Certificates, will join in the creation of this Trust with the Trustee; WHEREAS, all Certificates deemed issued by the Trust will evidence fractional undivided interests in the Trust and will convey no rights, benefits or interests in respect of any property other than the Trust Property except for those Certificates to which an Escrow Receipt (as defined below) has been affixed; WHEREAS, the Company has duly authorized the execution, delivery and effectiveness of this Agreement as the "issuer", as such term is defined in and solely for purposes of the Securities Act, of the Certificates deemed to be issued pursuant hereto and as the 7 2 "obligor", as such term is defined in and solely for purposes of the Trust Indenture Act of 1939, as amended, with respect to all such Certificates and is undertaking to perform certain administrative and ministerial duties hereunder and is also undertaking to pay the ongoing fees and expenses of the Trustee; WHEREAS, upon the execution and delivery of the Assignment and Assumption Agreement, all of the conditions and requirements necessary to make this Agreement a valid, binding and legal instrument, enforceable in accordance with its terms and for the purposes herein expressed, will have been done, performed and fulfilled, and the execution and delivery of this Agreement in the form and with the terms hereof will have been in all respects duly authorized; and WHEREAS, upon issuance of the Exchange Certificates, if any, or the effectiveness of the Shelf Registration Statement, this Agreement, as amended or supplemented from time to time, will be subject to the provisions of the Trust Indenture Act of 1939, and shall, to the extent applicable, be governed by such provisions; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms used in this Agreement, including in the recitals to this Agreement, that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or by the rules promulgated under the Trust Indenture Act, have the meanings assigned to them therein; (3) all references in this Agreement to designated "Articles", "Sections", "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Agreement; (4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision; and (5) unless the context otherwise requires, whenever the words "including", "include" or "includes" are used herein, it shall be deemed to be followed by the phrase "without limitation". 8 3 Affiliate: Means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" means the power, directly or indirectly, to direct the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agent Members: Has the meaning specified in Section 3.05. Agreement: Has the meaning specified in the initial paragraph hereto. Aircraft: Has the meaning specified in the Note Purchase Agreement. Aircraft Purchase Agreement: Has the meaning specified in the Note Purchase Agreement. Assignment and Assumption Agreement: Means the assignment and assumption agreement substantially in the form of Exhibit D to the Related Pass Through Trust Agreement to be executed and delivered in accordance with Section 11.01 of the Related Pass Through Trust Agreement. Authorized Agent: Means any Paying Agent or Registrar for the Certificates. Avoidable Tax: Means a state or local tax (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries. Break Amount: Has the meaning specified in the Indentures. Business Day: Means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long as any Certificate is outstanding, the city and state in which the Trustee or any Loan Trustee maintains its Corporate Trust Office or receives and disburses funds. Certificate: Means any one of the Initial Certificates or Exchange Certificates issued by the Related Trust and that are "Outstanding" (as defined in the Related Pass Through Trust Agreement) as of the Transfer Date (the "Transfer Date Certificates") and any such Initial Certificates or Exchange Certificates issued in exchange therefor or replacement thereof pursuant to this Agreement. Certificate Account: Means the account or accounts created and maintained pursuant to Section 4.01(a). 9 4 Certificate Purchase Agreement: Means the Purchase Agreement dated May 10, 2001 among the Initial Purchasers and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Certificateholder or Holder: Means the Person in whose name a Certificate is registered in the Register. Clearstream: Means Clearstream Banking, societe anonyme, organized under Luxembourg law (formerly known as Cedelbank) or any successor thereto. Class C Certificateholder: Has the meaning specified in the Intercreditor Agreement. Class C Certificates: Has the meaning specified in the Intercreditor Agreement. Class C Trust Agreement: Has the meaning specified in the Intercreditor Agreement. Class C Trustee: Has the meaning specified in the Intercreditor Agreement. Class G Certificateholder: Has the meaning specified in the Intercreditor Agreement. Class G Certificates: Has the meaning specified in the Intercreditor Agreement. Class G Trust Agreement: Has the meaning specified in the Intercreditor Agreement. Class G Trustee: Has the meaning specified in the Intercreditor Agreement. Company: Means America West Airlines, Inc., a Delaware corporation, or its successor in interest pursuant to Section 5.02, or (only in the context of provisions hereof, if any, where such reference is required for purposes of compliance with the Trust Indenture Act) any other "obligor" (within the meaning of the Trust Indenture Act) with respect to the Certificates. Controlling Party: Has the meaning specified in the Intercreditor Agreement. Corporate Trust Office: With respect to the Trustee or any Loan Trustee, means the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. Definitive Certificates: Has the meaning specified in Section 3.01(e). Delivery Date: Has the meaning specified in the Note Purchase Agreement. Delivery Period Termination Date: Has the meaning specified in the Related Pass Through Trust Agreement. 10 5 Deposits: Has the meaning specified in the Deposit Agreement. Deposit Agreement: Means the Deposit Agreement dated as of May 17, 2001 relating to the Certificates between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Depositary: Means Citibank, N.A. Direction: Has the meaning specified in Section 1.04(a). Distribution Date: Means any Regular Distribution Date or Special Distribution Date as the context requires. DTC: Means The Depository Trust Company, its nominees and their respective successors. EBO Date: Means the date set forth on Schedule 1 to the Lease as the "EBO Date". Equipment Notes: Means the equipment notes issued under the Indentures. ERISA: Means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor federal statute. ERISA Legend: Has the meaning specified in Section 3.12. Escrow Agent: Means, initially, Wilmington Trust Company, and any replacement or successor therefor appointed in accordance with the Escrow Agreement. Escrow Agreement: Means the Escrow and Paying Agent Agreement dated as of May 17, 2001 relating to the Certificates, among the Escrow Agent, the Escrow Paying Agent, the Related Trustee (and after the Transfer Date, the Trustee) and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Escrow Paying Agent: Means the Person acting as paying agent under the Escrow Agreement. Escrow Receipt: Means the receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder. Euroclear: Means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. Event of Default: Means an Indenture Default under any Indenture pursuant to which Equipment Notes held by the Trust were issued. 11 6 Exchange Certificates: Means the pass through certificates issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated under the Related Pass Through Trust Agreement (prior to the Transfer Date) or hereunder (after the Transfer Date). Exchange Offer: Means the exchange offer which may be made pursuant to the Registration Rights Agreement to exchange Initial Certificates for Exchange Certificates. Exchange Offer Registration Statement: Means the registration statement that, pursuant to the Registration Rights Agreement, is filed by the Company with the SEC with respect to the exchange of Initial Certificates for Exchange Certificates. Final Legal Distribution Date: Means October 2, 2005. Final Withdrawal: Has the meaning specified in the Escrow Agreement. Final Withdrawal Date: Has the meaning specified in the Escrow Agreement. Financing Documents: With respect to any Equipment Note, means (i) the Indenture and the Participation Agreement relating to such Equipment Note, and (ii) in the case of any Equipment Note related to a Leased Aircraft, the Lease relating to such Leased Aircraft. Fractional Undivided Interest: Means the fractional undivided interest in the Trust that is evidenced by a Certificate. Global Certificates: Has the meaning specified in Section 3.01(d). Global Exchange Certificate: Has the meaning specified in Section 3.01(f). Indenture: Means each of the separate trust indentures and mortgages relating to the Aircraft, each as specified or described in a Delivery Notice delivered pursuant to the Note Purchase Agreement or the related Participation Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Indenture Default: With respect to any Indenture, means any Event of Default (as such term is defined in such Indenture). Interest Period: Means the period commencing on and including the Issuance Date and ending on but excluding the next succeeding Regular Distribution Date, and thereafter, each successive period commencing on and including the last day of the immediately preceding Regular Distribution Date and ending on but excluding the next succeeding Regular Distribution Date. Initial Certificates: Means the "Initial Certificates" issued and authenticated under the Related Pass Through Trust Agreement, and any certificates issued and 12 7 authenticated thereunder substantially in the form of Exhibit A thereto other than the Exchange Certificates. Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc. Institutional Accredited Investor: Means an institutional investor that is an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Intercreditor Agreement: Means the Intercreditor Agreement dated as of May 17, 2001 among the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and after the Transfer Date, the Other Trustees), the Liquidity Provider, the liquidity provider relating to the Certificates issued under (and as defined in) the Related Other Pass Through Trust Agreements, the Policy Provider and Wilmington Trust Company, as Subordination Agent and as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Investors: Means the Initial Purchasers together with all subsequent beneficial owners of the Certificates. Issuance Date: Means the date of the issuance of the Initial Certificates. Lease: Means, with respect to each Leased Aircraft, the lease between an Owner Trustee, as the lessor, and the Company, as the lessee, referred to in the related Indenture, as such lease may be amended, supplemented or otherwise modified in accordance with its terms. Leased Aircraft: Has the meaning specified in the second recital to this Agreement. Liquidity Provider: Means, initially, Westdeutsche Landesbank Girozentrale, and any replacement or successor therefor appointed in accordance with the Intercreditor Agreement. Loan Trustee: With respect to any Equipment Note or the Indenture applicable thereto, means the bank or trust company designated as trustee under such Indenture, together with any successor to such trustee appointed pursuant thereto. Material Adverse Tax Event: Has the meaning specified in Section 17.3(a)(4) of the Lease. Non-U.S. Person: Means a Person that is not a "U.S. person", as defined in Regulation S. Note Purchase Agreement: Means the Note Purchase Agreement dated as of May 17, 2001 among the Related Trustee (and after the Transfer Date, the Trustee), the 13 8 Related Other Trustees (and after the Transfer Date, the Other Trustees), the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time, in accordance with its terms. Offering Circular: Means the Offering Memorandum dated May 10, 2000 relating to the offering of the Certificates and the other certificates issued under the Related Other Pass Through Trust Agreements. Officer's Certificate: Means a certificate signed, (a) in the case of the Company, by any Vice President or more senior officer of the Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a Responsible Officer of such Owner Trustee or such Loan Trustee, as the case may be. Opinion of Counsel: Means a written opinion of legal counsel who (a) in the case of counsel for the Company may be (i) the General Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman & Kammholz LLP, or (iv) such other counsel designated by the Company and reasonably acceptable to the Trustee and (b) in the case of counsel for any Owner Trustee or any Loan Trustee may be such counsel as may be designated by any of them whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to the Trustee. Other Pass Through Trust Agreements: Means the other America West Airlines 2001-1 Pass Through Trust Agreements relating to the America West Airlines Pass Through Trust, Series 2001-1G-S and the America West Airlines Pass Through Trust, Series 2001-1C-S, dated the date hereof. Other Trustees: Means the trustee under the Other Pass Through Trust Agreements, and any successor or other trustee appointed as provided therein. Other Trusts: Means the America West Airlines Pass Through Trust, Series 2001-1G-S and the America West Airlines Pass Through Trust, Series 2001-1C-S, created under the Other Pass Through Trust Agreements. Outstanding: When used with respect to Certificates, means, as of the date of determination, all Transfer Date Certificates, and all other Certificates theretofore authenticated and delivered under this Agreement, in each case except: (i) Certificates theretofore canceled by the Registrar or delivered to the Trustee or the Registrar for cancellation; (ii) Certificates for which money in the full amount required to make the final distribution with respect to such Certificates pursuant to Section 11.01 hereof has been theretofore deposited with the Trustee in trust for the Holders of such Certificates as provided in Section 4.01 pending distribution of such money to such Certificateholders pursuant to payment of such final distribution; and 14 9 (iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Agreement. Owned Aircraft: Has the meaning specified in the second recital to this Agreement. Owner Participant: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Participant" as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner Participant; and Owner Participants at any time of determination means all of the Owner Participants thus referred to in the Indentures. Owner Trustee: With respect to any Equipment Note relating to a Leased Aircraft, means the "Owner Trustee", as referred to in the Indenture pursuant to which such Equipment Note is issued, not in its individual capacity but solely as trustee; and Owner Trustees means all of the Owner Trustees party to any of the Indentures. Participation Agreement: Means each Participation Agreement to be entered into by the Related Trustee pursuant to the Note Purchase Agreement, as the same may be amended, supplemented or otherwise modified in accordance with its terms. Paying Agent: Means the paying agent maintained and appointed for the Certificates pursuant to Section 7.12. Payment Date: Means April 2 and October 2 commencing on or after October 2, 2001. Permitted Investments: Means obligations of the United States of America or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such lesser time as is required for the distribution of any Special Payments on a Special Distribution Date. Person: Means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization, or government or any agency or political subdivision thereof. Policy: Has the meaning specified in the Intercreditor Agreement. Policy Provider: Has the meaning specified in the Intercreditor Agreement. Policy Provider Agreement: Has the meaning specified in the Intercreditor Agreement. Policy Provider Default: Has the meaning specified in the Intercreditor Agreement. 15 10 Pool Balance: Means, as of any date, (i) the original aggregate face amount of the "Certificates" as defined in the Related Pass Through Trust Agreement, less (ii) the aggregate amount of all payments made in respect of such Certificates other than payments made in respect of interest, Break Amount or premium thereon or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property held in such Trust and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. Pool Factor: Means, as of any date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance as at such date by (ii) the original aggregate face amount of the "Certificates" as defined in the Related Pass Through Trust Agreement. The Pool Factor as of any Distribution Date shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or other Trust Property and the distribution thereof to be made on such Distribution Date and the distribution of the Final Withdrawal to be made on such Distribution Date. PTC Event of Default: Means any failure to pay within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance on the Final Legal Distribution Date or (ii) interest due on the Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or Drawings (as defined in the Intercreditor Agreement), or a withdrawal or withdrawals pursuant to Section 3.6(f) of the Intercreditor Agreement, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee). QIB: Means a qualified institutional buyer as defined in Rule 144A. Record Date: Means (i) for Scheduled Payments to be distributed on any Regular Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Regular Distribution Date, and (ii) for Special Payments to be distributed on any Special Distribution Date, other than the final distribution, the 15th day (whether or not a Business Day) preceding such Special Distribution Date. Register and Registrar: Mean the register maintained and the registrar appointed pursuant to Sections 3.04 and 7.12. Registration Event: Means the declaration of the effectiveness by the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement. Registration Rights Agreement: Means the Exchange and Registration Rights Agreement dated as of May 17, 2001, among the Initial Purchasers, the Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and after the Transfer Date, the Other Trustees) and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Regular Distribution Date: With respect to distributions of Scheduled Payments in respect of the Certificates, means each date designated as a Regular Distribution Date 16 11 in the Certificates issued pursuant to this Agreement, until payment of all the Scheduled Payments to be made under the Equipment Notes held in the Trust have been made; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Regulation S: Means Regulation S under the Securities Act or any successor regulation thereto. Regulation S Definitive Certificates: Has the meaning specified in Section 3.01(e). Regulation S Global Certificates: Has the meaning specified in Section 3.01(d). Related Other Pass Through Trust Agreements: Means the "Other Pass Through Trust Agreements" as defined in the Related Pass Through Trust Agreement. Related Other Trustees: Means the "Other Trustees" as defined in the Related Pass Through Trust Agreement. Related Other Trust: Means the "Other Trusts" as defined in the Related Pass Through Trust Agreement. Related Pass Through Trust Agreement: Means the Pass Through Trust Agreement relating to the America West Airlines Pass Through Trust, Series 2001-1D-O, dated as of the date hereof, between the Company and the institution acting as trustee thereunder, as amended, supplemented or otherwise modified from time to time in accordance with its terms. Related Trust: Means the America West Pass Through Trust, Series 2001-1D-O, formed under the Related Pass Through Trust Agreement. Related Trustee: Means the trustee under the Related Pass Through Trust Agreement. Responsible Officer: With respect to the Trustee, any Loan Trustee and any Owner Trustee, means any officer in the Corporate Trust Office of the Trustee, Loan Trustee or Owner Trustee or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. Restricted Definitive Certificates: Has the meaning specified in Section 3.01(e). Restricted Global Certificate: Has the meaning specified in Section 3.01(c). Restricted Legend: Has the meaning specified in Section 3.02. 17 12 Restricted Period: Has the meaning specified in Section 3.01(d). Rule 144A: Means Rule 144A under the Securities Act and any successor rule thereto. Scheduled Payment: With respect to any Equipment Note, means any payment of principal or interest on or in respect of such Equipment Note (other than any such payment which is not in fact received by the Subordination Agent within five days of the date on which such payment is scheduled to be made) due from the obligor thereon, which payment represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided that any payment of principal, premium, if any, interest or Break Amount, if any, resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment. SEC: Means the Securities and Exchange Commission, as from time to time constituted or created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. Securities Act: Means the United States Securities Act of 1933, as amended from time to time, or any successor thereto. Shelf Registration Statement: Means the shelf registration statement which may be required to be filed by the Company with the SEC pursuant to any Registration Rights Agreement, other than an Exchange Offer Registration Statement. Six-Month LIBOR: Has the meaning specified in the Deposit Agreement and the Indentures. Special Distribution Date: Means each date on which a Special Payment is to be distributed as specified in this Agreement; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. Special Redemption Premium: Means the premium or other amounts payable by the Company in respect of the Final Withdrawal pursuant to the Note Purchase Agreement. Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as defined in each Indenture) or Special Redemption Premium. Special Payments Account: Means the account or accounts created and maintained pursuant to Section 4.01(b). 18 13 Subordination Agent: Has the meaning specified in the Intercreditor Agreement. Substitute Aircraft: Has the meaning specified in the Note Purchase Agreement. Tax: Means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. Taxing Authority: Means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. Transfer Date: Means the moment of execution and delivery of the Assignment and Assumption Agreement by each of the parties thereto. Transfer Date Certificates: Has the meaning specified in the definition of "Certificates". Trust: Means the trust created by this Agreement, the estate of which consists of the Trust Property. Trust Indenture Act: Means the United States Trust Indenture Act of 1939, as amended from time to time, or any successor thereto. Trust Property: Means (i) the Equipment Notes held as the property of the Trust and, subject to the Intercreditor Agreement, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note and (iii) all rights of the Trust and the Trustee, on behalf of the Trust, under the Intercreditor Agreement, the Escrow Agreement and the Note Purchase Agreement, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Trust pursuant to the Intercreditor Agreement, provided, that rights with respect to the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Equipment Notes to be held in the Related Pass Through Trust Agreement, will not constitute Trust Property. Trustee: Means Wilmington Trust Company, or its successor in interest, and any successor or other trustee appointed as provided herein. Trustee's Lien: Has the meaning specified in Section 7.17. Unindemnified Tax: Means (i) any Tax imposed on the net income, net worth or capital, or any franchise Tax or similar doing business Tax, of the Pass Through Trustee (other than any such Tax imposed as a result of the Company's assumption of the 19 14 Equipment Notes pursuant to the purchase of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any withholding Tax imposed by the United States (including, without limitation, any withholding Tax imposed by the United States which is imposed or increased as a result of the Pass Through Trustee failing to deliver to the Company any certificate or document necessary to establish that payments under this Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax. Section 1.02. Compliance Certificates and Opinions. Upon any application or request (except with respect to matters set forth in Article II) by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Agreement, the Company, such Owner Trustee or such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than a certificate provided pursuant to Section 8.04(e)) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Agreement relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or several documents. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement 20 15 or, in respect of the Certificates, this Agreement, they may, but need not, be consolidated and form one instrument. Section 1.04. Directions of Certificateholders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement to be given or taken by Certificateholders (a "Direction") may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Company and any Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates Outstanding have given any Direction under this Agreement, Certificates owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company or any Affiliate thereof. (d) For all purposes of this Agreement, all Initial Certificates constituting Certificates and all Exchange Certificates constituting Certificates shall vote and take all other actions of Certificateholders together as one series of Certificates. (e) The Company may at its option, by delivery of an Officer's Certificate to the Trustee, set a record date to determine the Certificateholders entitled to give any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, 21 16 such Direction may be given before or after such record date, but only the Certificateholders of record at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates shall be computed as of such record date; provided that no such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record date. (f) Any Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate. (g) Except as otherwise provided in Section 1.04(c), Certificates owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates. ARTICLE II ACQUISITION OF TRUST PROPERTY Section 2.01. Acquisition of Trust Property. (a) The Trustee is hereby irrevocably authorized and directed to execute and deliver the Assignment and Assumption Agreement on the date specified in Section 11.01 of the Related Pass Through Trust Agreement, subject only to the satisfaction of the conditions to such execution set forth in said Section 11.01. This Agreement (except only for the immediately preceding sentence hereof, which is effective upon execution and delivery hereof) shall become effective upon the execution and delivery of the Assignment and Assumption Agreement by the Trustee and the Related Trustee, automatically and without any further signature or action on the part of the Company and the Trustee, and shall thereupon constitute the legal, valid and binding obligation of the parties hereto enforceable against each of the parties hereto in accordance with its terms. Upon such execution and delivery of the Assignment and Assumption Agreement, the Related Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Trust in exchange for their interests in the Related Trust equal to their respective beneficial interests in the Related Trust and the "Outstanding" (as defined in the Related Pass Through Trust Agreement) pass through certificates representing fractional undivided interests in the Related Trust shall be deemed for all purposes of this Agreement and the Related Pass Through Trust Agreement, without further signature or action of any party or Certificateholder, to be Certificates representing the same Fractional Undivided Interests in the Trust and the Trust Property. By acceptance of its Certificate, each Certificateholder consents to and ratifies such assignment, transfer and delivery of the trust property of the Related Trust to the Trustee upon the execution and delivery of the Assignment and Assumption Agreement. Section 2.02. Acceptance by the Trustee. The Trustee, upon the execution and delivery of the Assignment and Assumption Agreement, acknowledges its acceptance of all right, title and interest in and to the Trust Property and declares that the Trustee holds and will hold such right, title and interest for the benefit of all then present and future Certificateholders, 22 17 upon the trusts herein set forth. Subject to Section 7.14, the Trustee shall take all actions reasonably necessary to maintain the registration of all such Equipment Notes in the name of the Subordination Agent. By the acceptance of each Certificate issued to it under the Related Pass Through Trust Agreement and deemed issued under this Agreement, each holder of any such Certificate as grantor of the Trust thereby joins in the creation and declaration of the Trust. Section 2.03. Limitation of Powers. The Trust is constituted solely for the purpose of making the investment in the Equipment Notes, and, except as set forth herein, the Trustee shall not be authorized or empowered to acquire any other investments or engage in any other activities including without limitation purchasing any Equipment Note issued in connection with the redemption of outstanding Equipment Notes under any Indenture and, in particular, the Trustee shall not be authorized or empowered to do anything that would cause such Trust to fail to qualify as a "grantor trust" for federal income tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the respective Indentures) by bidding such Equipment Notes or otherwise, or taking any action with respect to any such Aircraft once acquired). ARTICLE III THE CERTIFICATES Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Initial Certificates constituting Certificates shall be known as the "Initial Pass Through Certificates, Series 2001-1D-S" and the Exchange Certificates constituting Certificates shall be known as the "Exchange Pass Through Certificates, Series 2001-1D-S", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A to the Related Pass Through Trust Agreement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Related Pass Through Trust Agreement or this Agreement, as the case may be, or as the Trustee may deem appropriate to reflect the fact that the Certificates are being issued hereunder as opposed to the Related Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Certificates (provided that such letters, numbers or other marks of identification and such legends or endorsements are in a form acceptable to the Company). At the Escrow Agent's request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to any Certificate issued hereunder. Any transfer or exchange of any Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any Certificate shall be permitted unless the corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Certificate to which an Escrow Receipt is attached, each Holder of such a Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt set forth herein and in the Escrow Agreement. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess 23 18 thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $$45,000,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be in the form of one or more Global Certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate"). Such Restricted Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be in the form of one or more global Certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement (each a "Regulation S Global Certificate"). Such Regulation S Global Certificates shall be in registered form and be registered in the name of a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Clearstream. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the "Certificates" (as defined in the Related Pass Through Trust Agreement) are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Certificate Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) shall be substantially in the form of Exhibit A to the Related Pass Through Trust Agreement in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates"). Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued in definitive, fully registered form without interest coupons (the "Regulation S Definitive Certificates"). The Restricted Definitive 24 19 Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates exchanged for Initial Certificates under the Related Pass Through Trust Agreement shall be in the form of one or more global Certificates substantially in the form of Exhibit A thereto (each, a "Global Exchange Certificate"). Exchange Certificates issued under this Trust shall be in the form of one or more global certificates substantially in the form of Exhibit A to the Related Pass Through Trust Agreement, except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A to the Related Pass Through Trust Agreement relating to the nature of the Exchange Certificates or to reflect the fact that the Certificates are being issued hereunder as opposed to the Related Pass Through Trust Agreement, as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clause (i) and (ii) of the second sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The Definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Section 3.02. Restrictive Legends. All Initial Certificates issued for resale pursuant to Rule 144A or offered and sold to any Institutional Accredited Investor which is not a QIB (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) shall be "Restricted Certificates" and shall bear a legend to the following effect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED 25 20 INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 26 21 TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN. Section 3.03. Authentication of Certificates. (a) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. (b) Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trust notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office on the date of such Certificates. Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (the "Register") of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such Certificates and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering such Certificates and transfers and exchanges of such Certificates as herein provided. The Company, upon notice to the Trustee, may change the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Trust, evidencing the same interest therein, and entitled to the same benefits under this Agreement, as the Certificates surrendered upon such registration of transfer or exchange. A Certificateholder may transfer a Certificate, or request that a Certificate be exchanged for Certificates in an aggregate Fractional Undivided Interest equal to the Fractional Undivided Interest of such Certificate surrendered for exchange of other authorized denominations, by surrender of such Certificate to the Trustee with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar; provided that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be provided to the Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as 27 22 provided herein, the Trustee shall treat the person in whose name the Certificate is registered as the owner thereof for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by DTC (or its agent), and that ownership of a beneficial interest in the Certificate shall be required to be reflected in book-entry. When Certificates are presented to the Registrar with a request to register the transfer thereof or to exchange them for other authorized denominations of a Certificate in a Fractional Undivided Interest equal to the aggregate Fractional Undivided Interest of Certificates surrendered for exchange, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Certificates at the Registrar's request. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S Global Certificates. (a) Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record DTC as the registered holder of such Global Certificate. (b) Transfers of any Global Certificate shall be limited to transfers of such Restricted Global Certificate or Regulation S Global Certificate in whole, but not in part, to DTC. Beneficial interests in the Restricted Global Certificate and any Regulation S Global Certificate may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 3.06. Beneficial interests in a Restricted Global Certificate or a Regulation S Global Certificate shall be (or, under the Related Pass Through Trust Agreement, may have been) delivered to all beneficial owners thereof in the form of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee that it is unwilling or unable to continue as depositary for such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, and a successor depositary is not appointed by the Trustee within 90 days of such notice, and (ii) after the occurrence and during the continuance of an Event of Default, owners of beneficial interests in a Global Certificate with Fractional Undivided Interests aggregating not less than a majority in interest in the Trust advise the Trustee, the Company and DTC through Agent Members in writing that the continuation of a book-entry system through DTC or its successor is no longer in their best interests. 28 23 (c) Any beneficial interest in one of the Global Certificates that is transferred to a Person who takes delivery in the form of an interest in another Global Certificate will, upon such transfer, cease to be an interest in such Global Certificate and become an interest in the other Global Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Certificate for as long as it remains such an interest. (d) In connection with the transfer of an entire Restricted Global Certificate or an entire Regulation S Global Certificate to the beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Restricted Global Certificate or Regulation S Global Certificate, as the case may be, an equal aggregate principal amount of Restricted Definitive Certificates or Regulation S Definitive Certificates, as the case may be, of authorized denominations. None of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor clearing agency. (e) Any Definitive Certificate delivered in exchange for an interest in the Restricted Global Certificate pursuant to paragraph (b) of this Section 3.05 shall, except as otherwise provided by paragraph (e) of Section 3.06, bear the Restricted Legend. (f) Prior to the expiration of the Restricted Period, any Regulation S Definitive Certificate delivered in exchange for an interest in a Regulation S Global Certificate pursuant to paragraph (b) of this Section shall bear the Restricted Legend. (g) The registered holder of any Restricted Global Certificate or Regulation S Global Certificate may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Certificates. Section 3.06. Special Transfer Provisions. Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to such Initial Certificates: (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person: 29 24 (i) The Registrar shall register the transfer of any Certificate, whether or not bearing the Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and the Trustee shall execute, authenticate and deliver to the transferor or at its direction, one or more Restricted Definitive Certificates of like tenor and amount. (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the Restricted Period, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) Upon receipt by the Registrar of the documents required by clause (i) above and instructions given in accordance with DTC's and the Registrar's 30 25 procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificates or interests in such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the amount of such Regulation S Global Certificate so transferred. (c) Transfers of Interests in the Regulation S Global Certificate or Regulation S Definitive Certificates. After the expiration of the Restricted Period, the Registrar shall register any transfer of interests in any Regulation S Global Certificate or Regulation S Definitive Certificates without requiring any additional certification. Until the expiration of the Restricted Period, interests in the Regulation S Global Certificate may only be held through Agent Members acting for and on behalf of Euroclear and Clearstream. (d) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit A hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit A from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate. (e) Restricted Legend. Upon the transfer, exchange or replacement of Certificates not bearing the Restricted Legend, the Registrar shall deliver Certificates that 31 26 do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Certificates bearing the Restricted Legend, the Registrar shall deliver only Certificates that bear the Restricted Legend unless either (i) the circumstances contemplated by paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f) General. By acceptance of any Certificate bearing the Restricted Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Registrar shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in this Agreement. In connection with any transfer of Certificates, each Certificateholder agrees by its acceptance of the Certificates to furnish the Registrar or the Trustee such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with the terms and provisions of this Article III; provided that the Registrar shall not be required to determine the sufficiency of any such certifications, legal opinions or other information. Until such time as no Certificates remain Outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Registrar or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Registrar and the Trustee such security, indemnity or bond, as may be required by them to save each of them harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates, in authorized denominations and of like Fractional Undivided Interest and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Certificate under this Section 3.07, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith. 32 27 Any duplicate Certificate issued pursuant to this Section 3.07 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. Section 3.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Trustee, the Registrar and any Paying Agent may treat the Person in whose name any Certificate is registered (as of the day of determination) as the owner of such Certificate for the purpose of receiving distributions pursuant to Article IV and for all other purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent shall be affected by any notice to the contrary. Section 3.09. Cancellation. All Certificates surrendered for payment or transfer or exchange shall, if surrendered to the Trustee or any agent of the Trustee other than the Registrar, be delivered to the Registrar for cancellation and shall promptly be canceled by it. No Certificates shall be authenticated in lieu of or in exchange for any Certificates canceled as provided in this Section, except as expressly permitted by this Agreement. All canceled Certificates held by the Registrar shall be destroyed and a certification of their destruction delivered to the Trustee. Section 3.10. Temporary Certificates. Until definitive Certificates are ready for delivery, the Trustee shall authenticate temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have insertions, substitutions, omissions and other variations determined to be appropriate by the officers executing the temporary Certificates, as evidenced by their execution of such temporary Certificates. If temporary Certificates are issued, the Trustee will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver in exchange therefor a like face amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates. Section 3.11. Limitation of Liability for Payments. All payments and distributions made to Certificateholders in respect of the Certificates shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of Article IV of this Agreement. Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property for any payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Owner 33 28 Trustees or the Owner Participants, except as otherwise expressly provided herein or in the Intercreditor Agreement. The Company is a party to this Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation or liability hereunder (except as otherwise expressly provided herein). Section 3.12 ERISA Restrictive Legend. All Certificates issued pursuant to this Agreement shall bear a legend to the following effect (the "ERISA Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: "BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS." By acceptance of any Certificate bearing the ERISA Legend, each Holder of such a Certificate acknowledges the restrictions on transfer of such Certificate set forth in this Agreement and agrees that it will transfer such Certificate only as provided in this Agreement. The Trustee shall not register a transfer of any Certificate unless such transfer complies with the restrictions on transfer, if any, of such Certificate set forth in such legend. ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account and Special Payments Account. (a) The Trustee shall maintain on behalf of the Certificateholders a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when a Scheduled Payment is made to the Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account. (b) The Trustee shall maintain on behalf of the Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04. The Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement and upon the payment of the Special Redemption Premium to the Trustee under the Note Purchase Agreement, the Trustee, upon receipt thereof, 34 29 shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account. (c) The Trustee shall cause the Subordination Agent to present to the related Loan Trustee of each Equipment Note such Equipment Note on the date of its stated final maturity or, in the case of any Equipment Note which is to be redeemed in whole pursuant to the related Indenture, on the applicable redemption date under such Indenture. Section 4.02. Distributions from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on such date, the Trustee shall distribute out of the Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment Notes held in the related Trust or realized upon the sale of such Equipment Notes or receipt of the Special Redemption Premium, the Trustee shall distribute out of the Special Payments Account the entire amount of such Special Payment deposited therein pursuant to Section 4.01(b). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder's pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the Special Payments Account on account of such Special Payment, except that, with respect to Certificates registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) The Trustee shall cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the event of redemption or purchase of Equipment Notes held in the Trust, such notice shall be mailed not less than 20 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase. In the event of the payment of a Special Redemption Premium by the Company to the Trustee under the Note Purchase Agreement, such notice shall be mailed, together with the notice by the Escrow Paying Agent under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the Special Distribution Date for such amount, which Special Distribution Date shall be the Final Withdrawal Date. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment, stating the Special Distribution Date for such Special Payment which shall occur not 35 30 less than 20 days after the date of such notice and as soon as practicable thereafter. Notices mailed by the Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.01), (ii) the amount of the Special Payment for each $1,000 face amount Certificate and the amount thereof constituting principal, premium, if any, interest and Break Amount, if any, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of (i) premium, if any, or Break Amount, if any, payable upon the redemption or purchase of an Equipment Note or (ii) the Special Redemption Premium, if any, has not been calculated at the time that the Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any premium or Break Amount received will also be distributed. If any redemption of the Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register. Section 4.03. Statements to Certificateholders. (a) On each Distribution Date, the Trustee will include with each distribution to Certificateholders of a Scheduled Payment or Special Payment, as the case may be, a statement setting forth the information provided below (in the case of a Special Payment, including any Special Redemption Premium, reflecting in part the information provided by the Escrow Paying Agent under the Escrow Agreement). Such statement shall set forth (per $1,000 face amount Certificate as to (ii), (iii), (iv) and (v) below) the following information: (i) the aggregate amount of funds distributed on such Distribution Date hereunder and under the Escrow Agreement, indicating the amount allocable to each source; (ii) the amount of such distribution hereunder allocable to principal and the amount allocable to premium (including the Special Redemption Premium), if any; (iii) the amount of such distribution hereunder allocable to interest and Break Amount, if any; (iv) the amount of such distribution under the Escrow Agreement allocable to interest; (v) the amount of such distribution under the Escrow Agreement allocable to Deposits; 36 31 (vi) the Pool Balance and the Pool Factor; and (vii) the Six-Month LIBOR rate and the resulting interest rates payable on the Certificates for the current and immediately preceding Interest Periods. With respect to the Certificates registered in the name of DTC, on the Record Date prior to each Distribution Date, the Trustee will request that DTC post on its internet bulletin board a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the Certificates on such Record Date. (b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Certificateholder of record during a portion of such calendar year, for such portion of such year, and such other items as are readily available to the Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its federal income tax returns. Such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the Agent Members and shall be delivered by the Trustee to such Agent Members to be available for forwarding by such Agent Members to the holders of interests in the Certificates in the manner described in Section 4.03(a). (c) Promptly following (i) the Transfer Date, if there has been any change in the information set forth in clauses (x), (y) and (z) below from that set forth in page 56 of the Offering Circular, and (ii) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Equipment Notes held in the Trust, or any Final Withdrawal, the Trustee shall furnish to Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the Certificates registered in the name of DTC, on the Transfer Date, the Trustee will request from DTC a securities position listing setting forth the names of all Agent Members reflected on DTC's books as holding interests in the "Certificates" (as defined in the Related Pass Through Trust Agreement) on the Delivery Period Termination Date. The Trustee will mail to each such Agent Member the statement described above and will make available additional copies as requested by such Agent Member for forwarding to holders of interests in the Certificates. Section 4.04. Investment of Special Payment Moneys. Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any 37 32 investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment. ARTICLE V THE COMPANY Section 5.01. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, except as permitted by Section 5.02. Section 5.02. Consolidation, Merger, Etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, (ii) a "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. Section 1110); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of this Agreement, the Other Pass Through Trust Agreements and each Financing Document to be performed or observed by the Company; and (c) the Company shall have delivered to the Trustee an Officer's Certificate of the Company reasonably satisfactory to the Trustee, stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as 38 33 an entirety shall have the effect of releasing any successor corporation or Person which shall have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement and any Financing Document to which it is a party. ARTICLE VI DEFAULT Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the occurrence and during the continuation of any Indenture Default under any Indenture, with ten days' written notice to the Trustee and each Certificateholder, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the Intercreditor Agreement), direct the exercise of remedies as provided in the Intercreditor Agreement. (b) Purchase Rights of Certificateholders. (i) At any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right to purchase, for the purchase price set forth in the Class G Trust Agreement, all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and each other Certificateholder, provided that (i) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class G Certificates pro rata based on the Fractional Undivided Interest in the Trust held by each such Certificateholder and (ii) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the Class G Certificates pursuant to this Section 6.01(b); and (ii) at any time within 180 days after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right to purchase, for the purchase price set forth in the Class C Trust Agreement, all but not less than all, of the Class C Certificates upon ten days' written notice to the Class C Trustee and each other Certificateholder, provided that (i) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all but not less than all, of the Class C Certificates pro rata based on the Fractional Undivided Interest in the Trust held by each such Certificateholder and (ii) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, the such other Certificateholder shall lose its right to purchase the Class C Certificates pursuant to Section 6.01(b). (iii) By acceptance of its Certificate, each Certificateholder agrees that at any time after 180 days have elapsed since the occurrence of a Triggering Event that is continuing, regardless of whether the Certificateholders exercise their right to purchase 39 34 the Class G Certificates pursuant to clause (b)(i) above, the Policy Provider, if it is then the Controlling Party, shall have the right (except in the event of a Policy Provider Default) to purchase all, but not less than all, of the Class G Certificates upon ten days' written notice to the Class G Trustee and the Class G Certificateholders. The purchase price with respect to the Certificates shall be equal to the Pool Balance of the Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing Document or on or in respect of the Certificates; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates shall be effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement and the Other Pass Through Trust Agreements, the Certificates and the Class G Certificates and the Class C Certificates which are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01(b). The Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates (whether in the form of Definitive Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser(s) and receive the purchase price for such Certificates and (ii) if the purchaser(s) shall so request, such Certificateholder will comply with all the provisions of Section 3.04 hereof to enable new Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof. Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable: (1) Certificateholders and Trustee May Purchase Equipment Notes. Any Certificateholder, the Trustee in its individual or any other capacity or any other Person may bid for and purchase any of the Equipment Notes, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Equipment Notes in their own absolute right without further accountability. (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee making such sale shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its 40 35 personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (3) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Agreement or otherwise for the enforcement of this Agreement shall be applied as provided in Section 4.02. Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit. If there shall be a failure to make payment of the principal of, premium, if any, or interest or Break Amount, if any, on any Equipment Note, or if there shall be any failure to pay Rent (as defined in the relevant Lease) under any Lease when due and payable, then the Trustee, in its own name and as trustee of an express trust, as holder of such Equipment Notes, to the extent permitted by and in accordance with the terms of the Intercreditor Agreement and the Financing Documents (subject to the rights of the applicable Owner Trustee or Owner Participant to cure any such failure to pay principal of, premium, if any, or interest or Break Amount, if any, on any Equipment Note or to pay Rent under any Lease in accordance with the applicable Indenture), shall be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. Section 6.04. Control by Certificateholders. Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes, provided that: (1) such Direction shall not be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction. Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust (i) may on behalf of all of the Certificateholders waive any past Event of Default hereunder and its consequences or (ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct the applicable Loan Trustee to waive any past Indenture Default under any Indenture and its consequences, and thereby annul any 41 36 Direction given by such Certificateholders or the Trustee to such Loan Trustee with respect thereto, except a default: (1) in the deposit of any Scheduled Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02 on the Certificates, or (2) in the payment of the principal of (premium, if any) or interest or Break Amount, if any, on the Equipment Notes, or (3) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of each Certificateholder holding an Outstanding Certificate affected thereby. Upon any such waiver, such default shall cease to exist with respect to the Certificates and any Event of Default arising therefrom shall be deemed to have been cured for every purpose and any direction given by the Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued under the relevant Indenture to waive the corresponding Indenture Default. Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding, including, without limitation, Section 6.07 hereof, but subject to the Intercreditor Agreement, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Regular Distribution Date or Special Distribution Date, shall not be impaired or affected without the consent of such Certificateholder. Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions. A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Agreement, for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, unless: (1) such Certificateholder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 7.03(e); (3) the Trustee shall have refused or neglected to institute such an action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Certificateholders holding Certificates 42 37 evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. It is understood and intended that no one or more of the Certificateholders shall have any right in any manner whatsoever hereunder or under the Certificates to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property or the lien of any Indenture on any property subject thereto, or the rights of the Certificateholders or the holders of the Equipment Notes, (ii) obtain or seek to obtain priority over or preference with respect to any other such Certificateholder or (iii) enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all the Certificateholders subject to the provisions of this Agreement. Section 6.08. Remedies Cumulative. Every remedy given hereunder to the Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. ARTICLE VII THE TRUSTEE Section 7.01. Certain Duties and Responsibilities. (a) Except during the continuation of an Event of Default, the Trustee undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; and (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 43 38 Section 7.02. Notice of Defaults. As promptly as practicable after, and in any event within 90 days after, the occurrence of any default (as such term is defined below) hereunder, the Trustee shall transmit by mail to the Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the Certificateholders in accordance with Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default on the payment of the principal, premium, if any, interest or Break Amount, if any, on any Equipment Note held in the Trust, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Certificateholders. For the purpose of this Section, the term "default" means any event that is, or after notice or lapse of time or both would become, an Event of Default. Section 7.03. Certain Rights of Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act: (a) the Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written description of the subject matter thereof accompanied by an Officer's Certificate and an Opinion of Counsel as provided in Section 1.02 of this Agreement; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of the Company, any Owner Trustee or any Loan Trustee; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the Direction of any of the Certificateholders pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such Direction; 44 39 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Trustee may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Agreement; (h) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; and (i) the Trustee shall not be required to expend or risk its own funds in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. Section 7.04. Not Responsible for Recitals or Issuance of Certificates. The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. Subject to Section 7.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement, any Equipment Notes, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any other Financing Document, except that the Trustee hereby represents and warrants that this Agreement has been, and the Intercreditor Agreement, the Registration Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each Certificate will be, executed, authenticated and delivered by one of its officers who is duly authorized to execute, authenticate and deliver such document on its behalf. Section 7.05. May Hold Certificates. The Trustee, any Paying Agent, Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if applicable, may otherwise deal with the Company, the Owner Trustees or the Loan Trustees with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent. Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein. Section 7.07. Compensation and Reimbursement. The Company agrees: 45 40 (1) to pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as set forth in a written fee letter dated the date hereof between the Company and the Trustee, which letter is incorporated herein by reference (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its undertaking its normal administrative functions, or its negligence, willful misconduct or bad faith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee for, and to hold it harmless against, any loss, liability, expense or Tax (other than for or with respect to any Unindemnified Tax) incurred without negligence, willful misconduct or bad faith, on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for any such loss, liability or expense incurred by reason of the Trustee's breach of its covenants hereunder or under any Financing Document to which it is a party or its representations and warranties set forth in Section 7.15 or in any other Financing Document, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect hereto or any of the Financing Documents, which amendments, supplements, waivers or consents are not required pursuant to the terms of the Financing Documents and not requested by the Company, any loss of tax benefits, any Unindemnified Tax, or increase in tax liability under any tax law whether or not the Company is required to indemnify thereof or pursuant to this Agreement or any costs associated with overhead or normal administration hereunder or any voluntary resignation pursuant to Section 7.09. With respect to paragraph (3) above, the Trustee shall notify the Company promptly of any claim for which it may seek indemnity and the Company shall make payment on any such claim within 30 days of written demand thereof (delivered together with supporting documentation). The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel with the consent of the Company and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made, in settlement or otherwise, without its consent. With respect to any Tax other than an Unindemnified Tax, the Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, the Trust Property for any such Tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other than any Tax attributable to the Trustee's compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such Tax. If the Trustee reimburses 46 41 itself from the Trust Property of such Trust for any such Tax, it will mail a brief report within 30 days setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. Section 7.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000). If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08 to act as Trustee, the Trustee shall resign immediately as Trustee in the manner and with the effect specified in Section 7.09. Section 7.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10. (b) The Trustee may resign at any time as trustee by giving prior written notice thereof to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee and to the Company, the Owner Trustees and the Loan Trustees. (d) If at any time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act, if applicable, after written request therefor by the Company or by any Certificateholder who has been a bona fide Certificateholder for at least six months; or (2) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Certificateholder; or 47 42 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any case, (i) the Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. (f) If the Trustee shall resign, be removed or become incapable of acting or if a vacancy shall occur in the office of the Trustee for any cause, the Company shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or other occurrence of such vacancy, a successor Trustee shall be appointed by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring Trustee, and the Company approves such appointment, which approval shall not be unreasonably withheld, then the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. If no successor Trustee shall have been so appointed as provided above and accepted appointment in the manner hereinafter provided, any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (g) The successor Trustee shall give notice of the resignation and removal of the Trustee and appointment of the successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as their names and addresses appear in the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. Section 7.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by 48 43 such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII. Section 7.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been executed or authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such execution or authentication and deliver the Certificates so executed or authenticated with the same effect as if such successor Trustee had itself executed or authenticated such Certificates. Section 7.12. Maintenance of Agencies. (a) There shall at all times be maintained an office or agency in the location set forth in Section 12.03 where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Trustee in respect of such certificates or this Agreement may be served; provided, however, that, if it shall be necessary that the Trustee maintain an office or agency in another location (e.g., the Certificates shall be represented by Definitive Certificates and shall be listed on a national securities exchange), the Trustee will make all reasonable efforts to establish such an office or agency. Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address specified in the Financing Documents or such other address as may be notified to the Trustee) and the Certificateholders. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. (b) There shall at all times be a Registrar and a Paying Agent hereunder with respect to the Certificates. Each such Authorized Agent shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, or, if the Trustee shall be acting as the Registrar or Paying Agent hereunder, a corporation having a combined capital and surplus in excess of $5,000,000, the obligations of which are guaranteed by a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $75,000,000, and shall be authorized under such laws to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Trustee shall initially be 49 44 the Paying Agent and, as provided in Section 3.04, Registrar hereunder with respect to the Certificates. Each Registrar shall furnish to the Trustee, at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the Register maintained by such Registrar. (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, the Owner Trustees and the Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee shall mail notice of such appointment to all Certificateholders as their names and addresses appear on the Register. (e) The Company agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses as set forth in the letter agreement referred to in Section 7.07 hereof. Section 7.13. Money for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying Agent for the purpose of any payment on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Certificateholders with respect to which such money was deposited. The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 50 45 Section 7.14. Registration of Equipment Notes in Name of Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes. Section 7.15. Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (a) the Trustee is a Delaware banking corporation organized and validly existing in good standing under the laws of the State of Delaware; (b) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption, and performance by it of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement, and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and 51 46 (e) this Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and this Agreement, the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party constitute the legal, valid, and binding agreements of the Trustee, enforceable against it in accordance with their respective terms, provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law. Section 7.16. Withholding Taxes, Information Reporting. The Trustee, as trustee of the grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, interest, Break Amount, if any, and other amounts due under this Agreement or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law. Section 7.17. Trustee's Liens. The Trustee in its individual capacity agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim ("Trustee's Liens") on or with respect to the Trust Property which is attributable to the Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder or in its individual capacity and which arises out of acts or omissions on the part of the Trustee which are not contemplated by this Agreement. Section 7.18. Preferential Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed as Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders. The Company will furnish to the Trustee within 15 days after each Record Date with respect to a Scheduled Payment, and at such other times as the Trustee may request in 52 47 writing within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names and addresses of the Certificateholders, in each case as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the sole Registrar, no such list need be furnished; and provided further, however, that no such list need be furnished for so long as a copy of the Register is being furnished to the Trustee pursuant to Section 7.12. Section 8.02. Preservation of Information; Communications to Certificateholders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders contained in the most recent list furnished to the Trustee as provided in Section 7.12 or Section 8.01, as the case may be, and the names and addresses of Certificateholders received by the Trustee in its capacity as Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a new list so furnished. Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first full year following the date hereof, the Trustee shall transmit to the Certificateholders, as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if required by Section 313(a) of the Trust Indenture Act. Section 8.04. Reports by the Company. The Company shall: (a) file with the Trustee, within 30 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; (b) during any period, prior to the consummation of the Exchange Offer and during which the Shelf Registration Statement is not in effect, in which the Company is not subject to Section 13(a), 13(c) or 15(d) under the Securities Exchange Act of 1934, make available to any Holder of the Certificates in connection with any sale thereof and any prospective purchaser of the Certificates from such Holder, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act but only for so long as any of the Certificates remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, in any event, only until the second anniversary of the Issuance Date; 53 48 (c) file with the Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 1.02; (d) transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (c) of this Section 8.04 as may be required by rules and regulations prescribed by the SEC; and (e) furnish to the Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer, any Vice President (or more senior ranking officer) or the principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Agreement (it being understood that for purposes of this paragraph (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Agreement). ARTICLE IX SUPPLEMENTAL AGREEMENTS Section 9.01. Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or the Registration Rights Agreement in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement or the Registration Rights Agreement; or (2) to add to the covenants of the Company for the benefit of the Certificateholders, or to surrender any right or power conferred upon the Company in this Agreement, the Note Purchase Agreement or the Registration Rights Agreement; or (3) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement or the Registration Rights Agreement which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this 54 49 Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement or the Registration Rights Agreement, provided that any such action shall not materially adversely affect the interests of the Certificateholders; or (4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or (6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or (7) to provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or (8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. Section 9.02. Supplemental Agreements with Consent of Certificateholders. With the consent of the Certificateholders holding Certificates (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, which consent shall not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such 55 50 Certificateholders under this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee (or, with respect to the Deposits, the Certificateholders) of payments on the Equipment Notes or other Trust Property held in the Trust or on the Deposits or distributions that are required to be made herein on any Certificate, or change any date of payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note included in the Trust Property except as permitted by this Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Notes in the Trust; or (3) reduce the specified percentage of the aggregate Fractional Undivided Interests of the Trust which is required for any such supplemental agreement, or reduce such specified percentage required for any waiver of compliance with certain provisions of this Agreement or certain defaults hereunder and their consequences provided for in this Agreement; or (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the Intercreditor Agreement in a manner adverse to the Certificateholders; or (5) modify any of the provisions of this Section 9.02 or Section 6.05, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby; or (6) adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. It shall not be necessary for any Direction of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Direction shall approve the substance thereof. Section 9.03. Documents Affecting Immunity or Indemnity. If in the opinion of the Trustee any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity or indemnity in favor of the Trustee under this Agreement, the Trustee may in its discretion decline to execute such document. Section 9.04. Execution of Supplemental Agreements. In executing, or accepting the additional trusts created by, any agreement permitted by this Article or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to 56 51 receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. Section 9.05. Effect of Supplemental Agreements. Upon the execution of any agreement supplemental to this Agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of a Certificate theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.06. Conformity with Trust Indenture Act. Every supplemental agreement executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.07. Reference in Certificates to Supplemental Agreements. Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand. ARTICLE X AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS Section 10.01. Amendments and Supplements to Indentures and Financing Documents. In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture, any other Financing Document, any Equipment Note or any other related document, the Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder registered on the Register as of the date of such notice. The Trustee shall request from the Certificateholders a Direction as to (a) whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of such Equipment Note has the option to direct, (b) whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as a holder of such Equipment Note or a Controlling Party and (c) how to vote (or direct the Subordination Agent to vote) any Equipment Note if a vote has been called for with respect thereto. Provided such a request for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing), (i) other than as Controlling Party, the Trustee shall vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (A) the aggregate face amounts of all Certificates actually voted in favor of or for giving consent to such action by such Direction of Certificateholders to (B) the aggregate face amount of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall vote as directed in such Certificateholder Direction by the Certificateholders evidencing a Fractional Undivided Interest aggregating not less than a majority in interest in the Trust. For purposes of the immediately 57 52 preceding sentence, a Certificate shall have been "actually voted" if the Holder of such Certificate has delivered to the Trustee an instrument evidencing such Holder's consent to such Direction prior to two Business Days before the Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination Agent to consent and notify the Loan Trustee of such consent) to any amendment, modification, waiver or supplement under the relevant Indenture, any other Financing Document, any Equipment Note or any other related document, if an Event of Default hereunder shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. ARTICLE XI TERMINATION OF TRUST Section 11.01. Termination of the Trust. The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Trust Agreement. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment on the final Distribution Date and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee 58 53 and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties hereto or any of them. Section 12.02. Certificates Nonassessable and Fully Paid. Except as set forth in the last sentence of this Section 12.02, Certificateholders shall not be personally liable for obligations of the Trust, the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates, upon authentication thereof by the Trustee pursuant to Section 3.03, are and shall be deemed fully paid. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Trust, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association. Neither the existence of the Trust nor any provision herein is intended to or shall limit the liability the Certificateholders would otherwise incur if the Certificateholders owned Trust Property as co-owners, or incurred any obligations of the Trust, directly rather than through the Trust. Section 12.03. Notices. (a) Unless otherwise specifically provided herein, all notices required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or telecopy, and any such notice shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business Day, if to the Company, to: America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 Attention: Vice President-Treasurer Facsimile: (602) 693-5886 if to the Trustee, to: 59 54 Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 Telephone: (302) 651-8584 (b) The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. (c) Any notice or communication to Certificateholders shall be mailed by first-class mail to the addresses for Certificateholders shown on the Register kept by the Registrar. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders. (d) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it. (e) If the Company mails a notice or communication to the Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent at the same time. (f) Notwithstanding the foregoing, all communications or notices to the Trustee shall be deemed to be given only when received by a Responsible Officer of the Trustee. (g) The Trustee shall promptly furnish the Company with a copy of any demand, notice or written communication received by the Trustee hereunder from any Certificateholder, Owner Trustee or Loan Trustee. Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 12.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the Trust, or of the Certificates or the rights of the Certificateholders thereof. Section 12.06. Trust Indenture Act Controls. Upon the occurrence of any Registration Event, this Agreement shall become subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions. From and after any 60 55 Registration Event, if any provision of this Agreement limits, qualifies or conflicts with another provision which is required to be included in this Agreement by the Trust Indenture Act, the required provision shall control. Section 12.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 12.08. Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Trustee and the Company shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 12.09. Benefits of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. Section 12.10. Legal Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate shall not be a Business Day, then (notwithstanding any other provision of this Agreement) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period. Section 12.11. Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Section 12.12. Intention of Parties. The parties hereto intend that the Trust be classified for U.S. federal income tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as amended, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder and Investor, by its acceptance of its Certificate or a beneficial interest therein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The powers granted and obligations undertaken pursuant to this Agreement shall be so construed so as to further such intent. 61 56 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first written above. AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir -------------------------------------------- Name: Thomas T. Weir Title: Vice President and Treasurer WILMINGTON TRUST COMPANY, as Trustee By: /s/ W. Chris Sponenberg -------------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 62 EXHIBIT A FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration Re: America West Airlines Pass Through Trust (the "Trust"), Series 2001-1D-S, America West Airlines Pass Through Certificates, Series 2001-1D-S (the "Certificates") Sirs: In connection with our proposed sale of Certificates representing a Fractional Undivided Interest, having a face amount of $ ______, in the Trust, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: (1) the offer of the Certificates was not made to a person in the United States or to or for the account or benefit of a U.S. person; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 63 A-2 You and America West Airlines, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] 64 EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATES TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Trustee Administration America West Airlines, Inc. 4000 East Sky Harbor Boulevard Phoenix, Arizona 85043 AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1D-S (the "Trust") Pass Through Certificates, Series 2001-1D-S (the "Certificates") Ladies and Gentlemen: In connection with our proposed purchase of Certificates representing a Fractional Undivided Interest, having a face amount of $[_____], in the Trust, we confirm that: 1. We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc. (the "Company") and Wilmington Trust Company (the "Trustee") relating to the Certificates, and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the "Securities Act"). 2. We are purchasing Certificates having an aggregate principal amount of not less than $100,000 and each account (if any) for which we are purchasing Certificates is purchasing Certificates having an aggregate principal amount of not less than $100,000. 3. We understand that the Certificates have not been registered under the Securities Act, that the Certificates are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act and that the Certificates may not be offered or resold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that, if we should sell any Certificates within two 65 D-2 years after the later of the original issuance of such Certificate and the last date on which such Certificate is owned by the Company, the Trustee or any affiliate of any of such persons, we will do so only (A) to the Company, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Certificates are restricted as stated herein. 4. We understand that, on any proposed resale of any Certificates, we will be required to furnish to the Company and the Trustee such certifications, legal opinions and other information as the Trustee may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates purchased by us will bear a legend to the foregoing effect. 5. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investments. 6. We are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject, nevertheless to the understanding that the disposition of our property shall at all times be and remain within our control. You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy thereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: ------------------------ Name: Title: EX-4.10 9 p65531ex4-10.txt EX-4.10 1 EXHIBIT 4.10 EXECUTION COPY REVOLVING CREDIT AGREEMENT (2001-1G) Dated as of May 17, 2001 between WILMINGTON TRUST COMPANY, as Subordination Agent, as agent and trustee for the America West Airlines Pass Through Trust 2001-1G, as Borrower WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as Liquidity Provider Relating to America West Airlines Pass Through Trust 2001-1G 7.10% America West Airlines Enhanced Pass Through Certificates, Series 2001-1G 2 TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS........................................................................ 1 Section 1.01 Certain Defined Terms......................................................... 1 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT................................................. 7 Section 2.01 Advances...................................................................... 7 Section 2.02 Making the Advances........................................................... 7 Section 2.03 Fees.......................................................................... 9 Section 2.04 Automatic Adjustments and Termination of the Maximum Commitment............... 9 Section 2.05 Repayments of Interest Advances or the Final Advance.......................... 10 Section 2.06 Repayments of Provider Advances............................................... 10 Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement.......... 11 Section 2.08 Book Entries.................................................................. 11 Section 2.09 Payments from Available Funds Only............................................ 12 Section 2.10 Extension of Expiry Date...................................................... 12 ARTICLE III OBLIGATIONS OF THE BORROWER........................................................ 12 Section 3.01 Increased Costs............................................................... 12 Section 3.02 Capital Adequacy.............................................................. 13 Section 3.03 Payments Free of Deductions................................................... 14 Section 3.04 Payments...................................................................... 15 Section 3.05 Computations.................................................................. 15 Section 3.06 Payment on Non-Business Days.................................................. 15 Section 3.07 Interest...................................................................... 16 Section 3.08 Replacement of Borrower....................................................... 17 Section 3.09 Funding Loss Indemnification.................................................. 17 Section 3.10 Illegality.................................................................... 18 ARTICLE IV CONDITIONS PRECEDENT............................................................... 18 Section 4.01 Conditions Precedent to Effectiveness of Section 2.01......................... 18 Section 4.02 Conditions Precedent to Borrowing............................................. 20

i 3 TABLE OF CONTENTS (CONTINUED)

PAGE ARTICLE V COVENANTS.......................................................................... 20 Section 5.01 Affirmative Covenants of the Borrower......................................... 20 Section 5.02 Negative Covenants of the Borrower............................................ 20 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT........................................................ 21 Section 6.01 Liquidity Events of Default................................................... 21 ARTICLE VII MISCELLANEOUS...................................................................... 21 Section 7.01 Amendments, Etc............................................................... 21 Section 7.02 Notices, Etc.................................................................. 21 Section 7.03 No Waiver: Remedies........................................................... 22 Section 7.04 Further Assurances............................................................ 22 Section 7.05 Indemnification: Survival of Certain Provisions............................... 23 Section 7.06 Liability of the Liquidity Provider........................................... 23 Section 7.07 Costs......................................................................... 24 Section 7.08 Binding Effect; Participations................................................ 24 Section 7.09 Severability.................................................................. 25 Section 7.10 GOVERNING LAW................................................................. 26 Section 7.11 Submission to Jurisdiction: Waiver of Jury Trial; Waiver of Immunity.......... 26 Section 7.12 Execution in Counterparts..................................................... 27 Section 7.13 Entirety...................................................................... 27 Section 7.14 Headings...................................................................... 27 Section 7.15 LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES.............................. 27 Section 7.16 Transfer...................................................................... 27

ii 4 REVOLVING CREDIT AGREEMENT (2001-1G) This REVOLVING CREDIT AGREEMENT (2001-1G), dated as of May 17, 2001 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), between WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class G Trust (as defined below) (the "Borrower"), and WESTDEUTSCHE LANDESBANK GIROZENTRALE, a German banking institution organized under the laws of the State of North Rhine - Westphalia, Germany, acting through its New York branch ("West LB" or the "Liquidity Provider"). W I T N E S S E T H WHEREAS, pursuant to the Class G Trust Agreement (as defined below), the Class G Trust is issuing the Class G Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class G Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the mutual promises contained herein, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Certain Defined Terms. (a) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (i) the terms used herein that are defined in this Article I have the meanings assigned to them in this Article I, and include the plural as well as the singular; (ii) all references in this Agreement to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement; (iii) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and (iv) the term "including" means "including without limitation". 1. 5 [REVOLVING CREDIT AGREEMENT (2001-1G)] "Additional Costs" has the meaning specified in Section 3.01. "Advance" means an Interest Advance, a Final Advance, a Provider Advance or an Applied Provider Advance, as the case may be. "Applicable Liquidity Rate" has the meaning specified in Section 3.07(g). "Applicable Margin" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 2.25% and (y) with respect to any Unapplied Provider Advance, 0.35%. "Applied Downgrade Advance" has the meaning specified in Section 2.06(a). "Applied Non-Extension Advance" has the meaning assigned to such term in Section 2.06(a). "Applied Provider Advance" has the meaning assigned to such term in Section 2.06(a). "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Class G Trust Agreement. "Base Rate" means the rate of interest announced publicly by WestLB from time to time in New York, New York, as its base rate. "Base Rate Advance" means an Advance that bears interest at a rate based upon the Base Rate. "Borrower" has the meaning specified in the recitals to this Agreement. "Borrowing" means the making of Advances requested by delivery of a Notice of Borrowing. "Business Day" means any day (x) other than a Saturday or Sunday or a day on which commercial banks are authorized or required by law to close in Phoenix, Arizona, New York, New York or, so long as any Class G Certificate is outstanding, the city and state in which the Class G Trustee, the Borrower or any Indenture Trustee maintains its corporate trust office or receives and disburses funds, and (y) if the applicable Business Day relates to any Advance or amount bearing interest based on LIBOR, on which dealings are carried on in the London interbank market. "Consent Period" has the meaning specified in Section 2.10. "Deposits" has the meaning assigned to such term in the Deposit Agreement. 2. 6 [REVOLVING CREDIT AGREEMENT (2001-1G)] "Depositary" means Citibank, N.A. "Deposit Agreement" means the Deposit Agreement (2001-1G) dated as of the date hereof between Wilmington Trust Company, as Escrow Agent and Citibank, N.A., as Depositary, pertaining to the Class G Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "Downgrade Advance" means an Advance made pursuant to Section 2.02(c). "Effective Date" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "Excluded Taxes" means (i) any Taxes imposed on, based on, or measured by the overall net income, capital, franchises, or receipts (other than Taxes which are or are in the nature of sales or use Taxes or value added Taxes) of the Liquidity Provider or any of its Lending Offices, (ii) withholding Taxes imposed under laws in effect on the date hereof by the United States on payments to a recipient in the jurisdiction in which the Liquidity Provider's initial Lending Office is located, (iii) withholding Taxes imposed by the United States on payments to a recipient in any other jurisdiction to which such Lending Office is moved if, under the laws in effect at the time of such move, such laws would require greater withholding of Taxes on payments to such Liquidity Provider acting from an office in such jurisdiction than would be required on payments to such Liquidity Provider acting from an office in the jurisdiction from which such Lending Office was moved, and (iv) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is able and legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "Expenses" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include Taxes. "Expiry Date" means May 15, 2002, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "Final Advance" means an Advance made pursuant to Section 2.02(d). "Intercreditor Agreement" means the Intercreditor Agreement, dated as of the date hereof among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement), the Policy Provider and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. 3. 7 [REVOLVING CREDIT AGREEMENT (2001-1G)] "Interest Advance" means an Advance made pursuant to Section 2.02(a). "Interest Period" means, with respect to any LIBOR Advance, each of the following periods: (1) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance or (y) the withdrawal of funds from the Class G Cash Collateral Account for the purpose of paying interest on the Class G Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date; and (2) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date; provided, however, that if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause x above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "Lending Office" means the lending office of the Liquidity Provider, presently located at New York, New York, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder. "LIBOR" means, with respect to any Interest Period, the interest rate per annum at which deposits in United States dollars are offered to prime banks in the London interbank market as indicated on display page 3750 (British Bankers Association-LIBOR) of the Dow Jones Markets Service (or such other page as may replace such display page 3750 for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if not so indicated, the average (rounded upwards to the nearest 1/16%), as determined by the Liquidity Provider, of such rates as indicated on the Reuters Screen LIBO Page (or such other page as may replace such Reuters Screen LIBO Page for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if neither such alternative is indicated, the average (rounded upwards to the nearest 1/16%), as determined by the Liquidity Provider, of such rates offered by the London Reference Banks to prime banks in the London interbank market, in each case at or about 11:00 a.m. (London time) on the day two Business Days prior to the first day of such Interest Period for deposits of a duration equal to such Interest Period (or such other period most nearly corresponding to such period) in an amount substantially equal to the principal amount of the applicable LIBOR Advance as of the first day of such Interest Period. The Liquidity Provider will, if necessary, request that each of the London Reference Banks provide a quotation of its rate. If at least two such quotations are provided, the rate will be the average of the quotations (rounded upwards to the nearest 1/100%). If no such quotation can be obtained, the rate will be the Base Rate. 4. 8 [REVOLVING CREDIT AGREEMENT (2001-1G)] "LIBOR Advance" means an Advance bearing interest at a rate based upon LIBOR. "Liquidity Event of Default" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided, that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $100,000,000) or (b) an America West Bankruptcy Event. "Liquidity Indemnitee" means (i) the Liquidity Provider, (ii) the directors, officers, employees, servants and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) through (ii), inclusive. "Liquidity Provider" has the meaning specified in the recital of parties to this Agreement. "London Reference Banks" means the principal London offices of Citicorp USA, Inc., The Fuji Bank, Limited, National Westminster Bank plc and The Industrial Bank of Japan, Limited, or such other bank or banks as may from time to time be agreed to by America West and the Liquidity Provider. "Maximum Available Commitment" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time, less (b) the aggregate amount of each Interest Advance outstanding at such time; provided, however, that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "Maximum Commitment" means initially $34,627,729.50, as the same may be reduced or increased from time to time in accordance with Section 2.04(a). "Non-Excluded Tax" has the meaning specified in Section 3.03. "Non-Extension Advance" means an Advance made pursuant to Section 2.02(b). "Notice of Borrowing" has the meaning specified in Section 2.02(e). "Notice of Replacement Subordination Agent" has the meaning specified in Section 3.08. "Offering Memorandum" means the Offering Memorandum dated May 10, 2001 relating to the Certificates, as such Offering Memorandum may be amended or supplemented. "Participating Institution" has the meaning specified in Section 7.08(b). "Participation Agreement" means, with respect to each Indenture, the "Participation Agreement" referred to therein. 5. 9 [REVOLVING CREDIT AGREEMENT (2001-1G)] "Performing Note Deficiency" means anytime that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "Provider Advance" means a Downgrade Advance or a Non-Extension Advance. "Regulatory Change" has the meaning specified in Section 3.01. "Replenishment Amount" has the meaning assigned to such term in Section 2.06(b). "Required Amount" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class G Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be payable on the Class G Certificates on each of the three successive semiannual Regular Distribution Dates following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class G Certificates on such day and without regard to expected future payments of principal on the Class G Certificates. Notwithstanding the above, in the event of any Policy Provider Election, for purposes of the definition of the Required Amount the Pool Balance shall be deemed to be reduced by the amount (if positive) by which (a) the then outstanding principal balance of each Series G Equipment Note in respect of which such Policy Provider Election has been made shall exceed (b) the amount of any Policy Drawings previously paid by the Policy Provider in respect of principal on such Series G Equipment Note. "Successor Trust" means America West Airlines Pass Through Trust 2001-1G-S. "Termination Date" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class G Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreement) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower and America West of a Termination Notice from the Liquidity Provider pursuant to Section 6.01; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "Termination Notice" means the Notice of Termination substantially in the form of Annex V to this Agreement. "Unapplied Provider Advance" means any Provider Advance other than an Applied Provider Advance. 6. 10 [REVOLVING CREDIT AGREEMENT (2001-1G)] "Unpaid Advance" has the meaning specified in Section 2.05. (b) Terms Defined in the Intercreditor Agreement. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "Acceleration," "Affiliate," "America West," "America West Bankruptcy Event," "Certificates," "Class G Cash Collateral Account," "Class G Certificates," "Class G Trust," "Class G Trust Agreement," "Class G Trustee," "Class C Certificates," "Class D Certificates," "Closing Date," "Controlling Party," "Delivery Period Expiry Date," "Distribution Date," "Downgraded Facility," "Equipment Notes," "Fee Letter," "Final Legal Distribution Date," "Indenture," "Initial Purchasers," "Interest Payment Date," "Investment Earnings," "Liquidity Facility," "Liquidity Obligations," "Loan Trustee," "Moody's," "Non-Extended Facility," "Note Purchase Agreement," "Operative Agreements," "Performing Equipment Note," "Person," "Policy Drawings," "Policy Provider," "Policy Provider Election," "Pool Balance," "Purchase Agreement," "Rating Agency," "Regular Distribution Date," "Replacement Liquidity Facility," "Responsible Officer," "Scheduled Payment," "Special Payment," "Standard & Poor's," "Stated Interest Rate," "Subordination Agent," "Taxes," "Threshold Rating," "Trust Agreement," "Trustee," and "Written Notice." ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01 Advances. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 noon (New York time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02 Making the Advances. (a) Each "Interest Advance" shall be made in a single Borrowing by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex I, signed by a Responsible Officer of the Borrower, such Interest Advance in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of interest on the Class G Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum 7. 11 [REVOLVING CREDIT AGREEMENT (2001-1G)] Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A "Non-Extension Advance" shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class G Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A "Downgrade Advance" shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility shall have been delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class G Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. Upon such downgrading, the Liquidity Provider shall promptly deliver notice thereof to the Borrower, the Trustee and America West. (d) A "Final Advance" shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01, by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class G Cash Collateral Account (in accordance with Section 3.6(f) and Section 3.6(i) of the Intercreditor Agreement). (e) Each Borrowing shall be made on notice in writing (a "Notice of Borrowing") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 noon (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall, before 4:00 p.m. (New York time) on the date of such Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing, make available for the account of its Lending Office, in U.S. dollars and in immediately available funds, the amount of such Borrowing to be paid to the Borrower in accordance with its payment instructions. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 noon (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall, before 11:00 8. 12 [REVOLVING CREDIT AGREEMENT (2001-1G)] a.m. (New York time) on the first Business Day following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing, make available to the Borrower, in accordance with its payment instructions, in U.S. dollars and in immediately available funds, the amount of such Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. Each Notice of Borrowing shall be effective upon delivery of a copy thereof to the Liquidity Provider's New York Branch at the address specified in Section 7.02. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. If the Liquidity Provider makes an Advance requested pursuant to a Notice of Borrowing before 11:00 a.m. (New York time) on the second Business Day after the date of payment specified in said Section 2.02(e), the Liquidity Provider shall have fully discharged its obligations hereunder with respect to such Advance and an event of default shall not have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), Section 2.02(c) or Section 2.02(d) to fund the Class G Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class G Cash Collateral Account, such Advance or any other amounts from time to time on deposit in the Class G Cash Collateral Account; provided, however, that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement and provided further, that the foregoing shall not affect or impair the rights of the Liquidity Provider to provide written instructions with respect to the investment and reinvestment of the Cash Collateral Accounts to the extent provided in Section 2.2(b) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the Fee Letter. Section 2.04 Automatic Adjustments and Termination of the Maximum Commitment. (a) Automatic Adjustments. Promptly following each date on which the Required Amount is (1) reduced as a result of a reduction in the Pool Balance of the Class G Certificates or otherwise, (2) increased as a result of an increase in the Stated Interest Rate or (3) subsequent to such increase described in clause (2), reduced pursuant to the definition of "Stated Interest Rate" the Maximum Commitment shall automatically be reduced or increased, as the case may be, to an amount equal to the Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction or increase, as the case may be, of the Maximum Commitment to the 9. 13 [REVOLVING CREDIT AGREEMENT (2001-1G)] Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction or increase of the Maximum Commitment. (b) Termination. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05 Repayments of Interest Advances or the Final Advance. Subject to Sections 2.06, 2 07 and 2.09, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "Unpaid Advance"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07; provided, however, that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the Class G Cash Collateral Account, invested and withdrawn from the Class G Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from the Class G Cash Collateral Account for the purpose of paying interest on the Class G Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "Applied Downgrade Advance" and (z) in the case of a Non-Extension Advance, an "Applied Non-Extension Advance" and, together with an Applied Downgrade Advance, an "Applied Provider Advance") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; and provided, further, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of 10. 14 [REVOLVING CREDIT AGREEMENT (2001-1G)] determining the Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class G Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the amount of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the Class G Cash Collateral Account of any amount pursuant to clause third of Section 2.4(b) of the Intercreditor Agreement, clause third of Section 3.2 of the Intercreditor Agreement or clause fourth of Section 3.3 of the Intercreditor Agreement (any such amount being a "Replenishment Amount") for the purpose of replenishing or increasing the balance thereof up to the amount of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the principal amount of all outstanding Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the Class G Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in the order of priority required by the applicable provisions of Articles II and III of the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; provided, however, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. 11. 15 [REVOLVING CREDIT AGREEMENT (2001-1G)] Section 2.09 Payments from Available Funds Only. All payments to be made by the Borrower under this Agreement shall be made only from amounts received by it that constitute Scheduled Payments or Special Payments or payments under Section 7.1 or 9.1, as the case may be, of any Participation Agreement and Section 6 of the Note Purchase Agreement, and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it shall look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement or the Intercreditor Agreement. Amounts on deposit in the Class G Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Section 2.10 Extension of Expiry Date. No earlier than the 60' day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Legal Distribution Date for the Class G Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for the Class G Certificates and (ii) the date that is the day immediately preceding the 364' day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40' day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25m day prior to the then effective Expiry Date (such period the "Consent Period"), whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after the date on which the Consent Period ends (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the Intercreditor Agreement. ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01 Increased Costs. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any costs incurred by the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being 12. 16 [REVOLVING CREDIT AGREEMENT (2001-1G)] herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, or municipal, or any foreign laws or regulations, or the adoption or making after such date of any interpretation, regulation, directive, guideline, requirement or request whether or not having the force of law, by any court or governmental or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (other than Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the definition of LIBOR or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 3.01 that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section 3.01; provided, that if the Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any costs resulting from such event, only be entitled to payment under this Section 3.01 for costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section 3.01. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider that is not a bank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof). Section 3.02 Capital Adequacy. If (1) compliance with any judicial, administrative or other governmental interpretation of any law or regulation or (2) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) has the effect of requiring an increase in the amount of capital required or expected to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider such additional amount as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts 13. 17 [REVOLVING CREDIT AGREEMENT (2001-1G)] (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 3.02 that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section 3.02; provided, that if the Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any costs resulting from such event, only be entitled to payment under this Section 3.02 for costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the Liquidity Provider and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section 3.02. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider that is not a bank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof). Section 3.03 Payments Free of Deductions. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes"). If any Non-Excluded Taxes are required to be withheld or deducted from any amounts payable to the Liquidity Provider under this Agreement, the Borrower shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of the payment required under clause (ii) below) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Liquidity Provider an additional amount which (after deduction of all such Non-Excluded Taxes) shall be sufficient to yield to the Liquidity Provider the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Borrower shall furnish to the Liquidity Provider the original or a certified copy of (or other documentary evidence of) the payment of the Non-Excluded Taxes applicable to such payment. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous (as determined by the Liquidity Provider) to the Liquidity Provider or require the Liquidity Provider to incur any cost or expenses for which it is not indemnified by the Borrower. The Liquidity Provider 14. 18 [REVOLVING CREDIT AGREEMENT (2001-1G)] shall deliver to the Borrower such certificates and documents as may be reasonably requested by the Borrower and required by applicable law and as may be legally delivered by the Liquidity Provider to establish that payments hereunder are exempt from (or entitled to a reduced rate of) withholding Tax. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) shall be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. (c) If any exemption from, or reduction in the rate of, any Taxes is reasonably available to the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) tax, the Borrower shall deliver to the Liquidity Provider such form or forms and such other evidence of the eligibility of the Borrower for such exemption or reduction as the Liquidity Provider may reasonably identify to the Borrower as being required as a condition to exemption from, or reduction in the rate of, any Taxes. Section 3.04 Payments. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to The Chase Manhattan Bank, New York, ABA No. 021000021, Account Name: Westdeutsche Landesbank Girozentrale, New York Branch, Account No. 9201-06-0663, ref. GSF/Transportation, America West Airlines 2001-1G, Attention: Phil Green. Section 3.05 Computations. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is 15. 19 [REVOLVING CREDIT AGREEMENT (2001-1G)] so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest shall be payable on such Advance on the next interest payment date for such Advance. Section 3.07 Interest. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the Class G Cash Collateral Account to pay interest on the Class G Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class G Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or to the extent permitted by applicable law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; provided, however, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate shall not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. Nothing contained in this Section 3.07 shall require the Borrower to pay any amount under this Section 3.07 other than to the extent the Borrower shall have funds available therefor. (b) Each Advance shall be either a Base Rate Advance or a LIBOR Advance as provided in this Section or Section 3.10. Each such Advance shall be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided, however, that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing (or, if such Final Advance is deemed to have been made, without delivery of a Notice of Borrowing pursuant to Section 2.06, by requesting, prior to 11:00 A.M. (New York time) on the first Business Day following the Borrower's receipt of the applicable Termination Notice, that such Final Advance not be converted from a Base Rate Advance to a LIBOR Advance). 16. 20 [REVOLVING CREDIT AGREEMENT (2001-1G)] (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to LIBOR for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.50% per annum. (f) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "Applicable Liquidity Rate." Section 3.08 Replacement of Borrower. Subject to Section 5.02, from time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI (a "Notice of Replacement Subordination Agent") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. 17. 21 [REVOLVING CREDIT AGREEMENT (2001-1G)] Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. ARTICLE IV CONDITIONS PRECEDENT Section 4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider); (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Offering Memorandum and specimen copies of the Class G Certificates; (v) An executed copy of each opinion, document, instrument and certificate delivered on or before the Closing Date pursuant to the Class G Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement and the other Operative Agreements entered into on or prior to the date hereof (together with, in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the 18. 22 [REVOLVING CREDIT AGREEMENT (2001-1G)] effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustee and the Liquidity Provider created by the Operative Agreements executed and delivered on or before the Closing Date; (vii) An agreement from America West, pursuant to which America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which obligations may be satisfied by the furnishing of America West's Form lOQ and l OK), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or to Section 4.08 of the Indentures (related to Owned Aircraft) to the parties thereto; and (viii)Such other documents, instruments, opinions and approvals as the Liquidity Provider shall have reasonably requested. (b) The following statements shall be true on and as of the Effective Date: (i) The representations and warranties in the Note Purchase Agreement and each of the Participation Agreements entered into on or prior to the date hereof are true and correct on and as of the Effective Date as though made on-and as of the Effective Date; (ii) No event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default; and (iii) There has been no material adverse change in the financial condition or results of operations of America West and its subsidiaries taken as a whole since December 31, 2000. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facility shall have been satisfied or waived, and all conditions precedent to the 19. 23 [REVOLVING CREDIT AGREEMENT (2001-1G)] purchase of the Certificates by the Initial Purchasers under the Purchase Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Initial Purchasers). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. ARTICLE V COVENANTS Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower shall, unless the Liquidity Provider shall otherwise consent in writing: (a) Performance of Agreements. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) Certain Operative Agreements. Furnish to the Liquidity Provider with reasonable promptness any Operative Agreement entered into after the date hereof. Section 5.02 Negative Covenants of the Borrower. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower shall not appoint or permit or suffer to be appointed any successor Borrower without the written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. 20. 24 [REVOLVING CREDIT AGREEMENT (2001-1G)] ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01 Liquidity Events of Default. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) the obligation of the Liquidity Provider to make Advances hereunder to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. ARTICLE VII MISCELLANEOUS Section 7.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02 Notices, Etc. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including sent by telecopier): Borrower: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: 302-651-1000 Telecopy: 302-651-8882 21. 25 [REVOLVING CREDIT AGREEMENT (2001-1G)] Liquidity Provider: Westdeutsche Landesbank Girozentrale New York Branch 1211 Avenue of the Americas New York, New York 10036 Business/Credit Contact Attention: Transportation Finance Global Structured Finance/Americas Telephone: 212-852-6115 Telecopy: 212-869-7634 Operations Contact Attention: Philip Green Loan Administration Telephone: 212-852-6113 Telecopy: 212-302-7946 or, as to each of the foregoing, at such other address as shall be designated by such Person in a Written Notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above with receipt confirmed, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that Written Notices to the Liquidity Provider pursuant to the provisions of Articles II and III shall not be effective until received by the Liquidity Provider, subject to the last sentence of Section 2.02(e). A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03 No Waiver: Remedies. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04 Further Assurances. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. 22. 26 [REVOLVING CREDIT AGREEMENT (2001-1G)] Section 7.05 Indemnification: Survival of Certain Provisions. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 7.1 or 9.1, as the case may be, of any Participation Agreement and Section 6(c) of the Note Purchase Agreement. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such Fee Letter)) that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the Intercreditor Agreement, the Fee Letter or any Participation Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 6(c) of the Note Purchase Agreement and Section 7.1 or 9.1, as the case may be, of any Participation Agreement and the provisions of Sections 3.01, 302, 3.03, 3.09, 7.05 and 7.07 shall survive the termination of this Agreement. Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider nor any of its officers, directors, employees or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, directors or Affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which 23. 27 [REVOLVING CREDIT AGREEMENT (2001-1G)] event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07 Costs. Expenses and Taxes. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider and (B) on demand, all reasonable costs and expenses of the Liquidity Provider (including reasonable counsel fees and expenses) in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class G Cash Collateral Account. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor the Borrower (except as contemplated by Section 3.08) shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder and under the other Operative Agreements to such Persons (other than America West or any of its Affiliates) as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, shall relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants. Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants that are banks (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider 24. 28 [REVOLVING CREDIT AGREEMENT (2001-1G)] directly if the Liquidity Provider, rather than the participant, had held the interest participated other than a result of a change in law following the date of any participation). (b) If, pursuant to Section 7.08(a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "Participating Institution"), then, concurrently with the effectiveness of such participation, the Participating Institution shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes shall be required to be withheld by the Borrower or the Liquidity Provider with respect to any payments to be made to such Participating Institution in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form W-8ECI or Form W-8BEN, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Participating Institution's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form W-8ECI or Form W-8BEN, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form W-8BEN or Form W-8ECI that such Participating Institution is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) from the Participating Institution indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower shall withhold taxes as required by law from such payments at the applicable statutory rate without any obligation to make additional payments under Section 3.03. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09 Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. 25. 29 [REVOLVING CREDIT AGREEMENT (2001-1G)] Section 7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 7.11 Submission to Jurisdiction: Waiver of Jury Trial; Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto at its address set forth in Section 7.02, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO 26. 30 [REVOLVING CREDIT AGREEMENT (2001-1G)] ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (c) The Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States or of any State and waives any immunity any of its properties located in the United States may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation. Section 7.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Section 7.13 Entirety. This Agreement and the other Operative Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 7.14 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 7.15 LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. Section 7.16 Transfer. The Liquidity Provider hereby acknowledges and consents to the Transfer contemplated by the Assignment and Assumption Agreement. 27. 31 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent and Trustee, as Borrower By: /s/ Anita Dallago ------------------------------------- Name: Anita Dallago Title: Financial Services Officer WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH as Liquidity Provider By: /s/ Brigitte Thieme ------------------------------------- Name: Brigitte Thieme Title: Managing Director By: /s/ Alfred Heynen ------------------------------------- Name: Alfred Heynen Title: Associate Director I-1 32 [REVOLVING CREDIT AGREEMENT (2001-1G)] Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1G), dated as of May-, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of interest on the Class G Certificates which was payable on __________ (the "Distribution Date") in accordance with the terms and provisions of the Class G Trust Agreement and the Class G Certificates, which Advance is requested to be made on __________. The Interest Advance should be transferred to account __________. (3) The amount of the Interest Advance requested hereby (i) is $__________, to be applied in respect of the payment of interest which was due and payable on the Class G Certificates on such Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class G Certificate, the Class C Certificates or the Class D Certificates, or interest on the Class C Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class G Certificates, the Class G Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class G Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Deposits on such Distribution Date, and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to I-2 33 [REVOLVING CREDIT AGREEMENT (2001-1G)] reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Notice of Borrowing and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the __________ day of __________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: _____________________________________ Name: Title: I-3 34 SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] I-4 35 Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1G), dated as of May-, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the Class G Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. The Non-Extension Advance should be transferred to __________. (3) The amount of the Non-Extension Advance requested hereby (i) is $__________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class G Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class G Certificates, the Class C Certificates or the Class D Certificates, or interest on the Class C Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class G Certificates, the Class G Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule 1), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the Class G Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. II-1 36 [REVOLVING CREDIT AGREEMENT (2001-1G)] IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the __________ day of __________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: _____________________________________ Name: Title: II-2 37 SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Non-Extension Advance Notice of Borrowing] II-3 38 Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1G) dated as of May-, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the Class G Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on __________. The Downgrade Advance should be transferred to __________. (3) The amount of the Downgrade Advance requested hereby (i) is $__________ which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class G Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class G Certificates, the Class C Certificates, or the Class D Certificates, or interest on the Class C Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class G Certificates, the Class G Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule 1), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall deposit such amount in the Class G Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Downgrade III-1 39 [REVOLVING CREDIT AGREEMENT (2001-1G)] Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the __________ day of __________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: _____________________________________ Name: Title: III-2 40 SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Downgrade Advance Notice of Borrowing] III-3 41 Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1G), dated as of May __, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"); the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the Class G Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on __________. (3) The amount of the Final Advance requested hereby (i) is $__________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class G Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on the Class G Certificates, the Class C Certificates or the Class D Certificates, or interest on the Class C Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class G Certificates, the Class G Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall deposit such amount in the Class G Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. IV-1 42 [REVOLVING CREDIT AGREEMENT (2001-1G)] (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance [and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice.](1) The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Final Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the __________ day of __________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: _____________________________________ Name: Title: - -------- (1) Bracketed language may be included at Borrower's option. IV-2 43 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] IV-3 44 Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Re: Revolving Credit Agreement (2001-1G), dated as of May-, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines 2001-1G Pass Through Trust, as Borrower, and Westdeutsche Landesbank Girozentrale, New York Branch (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT SHALL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. V-1 45 [REVOLVING CREDIT AGREEMENT (2001-1G)] Very truly yours, WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as Liquidity Provider By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: cc: Wilmington Trust Company, as Class G Trustee V-2 46 Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Re: Revolving Credit Agreement (2001-1G), dated as of May-, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines 2001-1G Pass Through Trust, as Borrower, and Westdeutsche Landesbank Girozentrale (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned hereby irrevocably transfers to: _________________________________________ [Name of Transferee] _________________________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower and Subordination Agent under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Borrower and Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower and Subordination Agent under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower and Subordination Agent thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of __________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: _____________________________________ Name: Title: VI-1 EX-4.11 10 p65531ex4-11.txt EX-4.11 1 EXHIBIT 4.11 EXECUTION COPY REVOLVING CREDIT AGREEMENT (2001-1C) Dated as of May 17, 2001 between WILMINGTON TRUST COMPANY, as Subordination Agent, as agent and trustee for the America West Airlines Pass Through Trust 2001-1C, as Borrower WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as Liquidity Provider Relating to America West Airlines Pass Through Trust 2001-1C 8.37% America West Airlines Enhanced Pass Through Certificates, Series 2001-1C 2 TABLE OF CONTENTS

PAGE ARTICLE 1 DEFINITIONS.................................................................................1 Section 1.01 Certain Defined Terms..................................................................1 ARTICLE 2 AMOUNT AND TERMS OF THE COMMITMENT..........................................................7 Section 2.01 Advances...............................................................................7 Section 2.02 Making the Advances....................................................................7 Section 2.03 Fees...................................................................................9 Section 2.04 Automatic Adjustments and Termination of the Maximum Commitment........................9 Section 2.05 Repayments of Interest Advances or the Final Advance...................................9 Section 2.06 Repayments of Provider Advances.......................................................10 Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement..................11 Section 2.08 Book Entries..........................................................................11 Section 2.09 Payments from Available Funds Only....................................................11 Section 2.10 Extension of Expiry Date..............................................................12 ARTICLE 3 OBLIGATIONS OF THE BORROWER................................................................12 Section 3.01 Increased Costs.......................................................................12 Section 3.02 Capital Adequacy......................................................................13 Section 3.03 Payments Free of Deductions...........................................................14 Section 3.04 Payments..............................................................................15 Section 3.05 Computations..........................................................................15 Section 3.06 Payment on Non-Business Days..........................................................15 Section 3.07 Interest..............................................................................15 Section 3.08 Replacement of Borrower...............................................................17 Section 3.09 Funding Loss Indemnification..........................................................17 Section 3.10 Illegality............................................................................17 ARTICLE 4 CONDITIONS PRECEDENT.......................................................................18 Section 4.02 Conditions Precedent to Borrowing.....................................................19 ARTICLE 5 COVENANTS..................................................................................20 Section 5.01 Affirmative Covenants of the Borrower.................................................20 Section 5.02 Negative Covenants of the Borrower....................................................20

i. 3 TABLE OF CONTENTS (CONTINUED) ARTICLE 6 LIQUIDITY EVENTS OF DEFAULT................................................................20 ARTICLE 7 MISCELLANEOUS..............................................................................21 Section 7.01 Amendments, Etc.......................................................................21 Section 7.02 Notices, Etc..........................................................................21 Section 7.03 No Waiver; Remedies...................................................................22 Section 7.04 Further Assurances....................................................................22 Section 7.05 Indemnification; Survival of Certain Provisions.......................................22 Section 7.06 Liability of the Liquidity Provider...................................................22 Section 7.07 Costs, Expenses and Taxes.............................................................23 Section 7.08 Binding Effect; Participations........................................................23 Section 7.09 Severability..........................................................................25 Section 7.10 GOVERNING LAW.........................................................................25 Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity..................25 Section 7.12 Execution in Counterparts.............................................................26 Section 7.13 Entirety..............................................................................26 Section 7.14 Headings..............................................................................26 Section 7.15 LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES......................................26 Section 7.16 Transfer..............................................................................26 Annex I Interest Advance Notice of Borrowing Annex II Non-Extension Advance Notice of Borrowing Annex III Downgrade Advance Notice of Borrowing Annex IV Final Advance Notice of Borrowing Annex V Notice of Termination Annex VI Notice of Replacement Subordination Agent ii. 4 REVOLVING CREDIT AGREEMENT (2001-1C) This REVOLVING CREDIT AGREEMENT (2001-1C), dated as of May 17, 2001 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), between WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class C Trust (as defined below) (the "Borrower"), and WESTDEUTSCHE LANDESBANK GIROZENTRALE, a German banking institution organized under the laws of the State of North Rhine - Westphalia, Germany, acting through its New York branch ("West LB" or the "Liquidity Provider"). W I T N E S S E T H WHEREAS, pursuant to the Class C Trust Agreement (as defined below), the Class C Trust is issuing the Class C Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class C Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the mutual promises contained herein, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.01 Certain Defined Terms. (a) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (i) the terms used herein that are defined in this Article I have the meanings assigned to them in this Article I, and include the plural as well as the singular; (ii) all references in this Agreement to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement; (iii) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and (iv) the term "including" means "including without limitation". "Additional Costs" has the meaning specified in Section 3.01. 1. 5 [REVOLVING CREDIT AGREEMENT (2001-1C)] "Advance" means an Interest Advance, a Final Advance, a Provider Advance or an Applied Provider Advance, as the case may be. "Applicable Liquidity Rate" has the meaning specified in Section 3.07(g). "Applicable Margin" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 2.25% and (y) with respect to any Unapplied Provider Advance, 0.35%. "Applied Downgrade Advance" has the meaning specified in Section 2.06(a). "Applied Non-Extension Advance" has the meaning assigned to such term in Section 2.06(a). "Applied Provider Advance" has the meaning assigned to such term in Section 2.06(a). "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Class C Trust Agreement. "Base Rate" means the rate of interest announced publicly by WestLB from time to time in New York, New York, as its base rate. "Base Rate Advance" means an Advance that bears interest at a rate based upon the Base Rate. "Borrower" has the meaning specified in the recitals to this Agreement. "Borrowing" means the making of Advances requested by delivery of a Notice of Borrowing. "Business Day" means any day (x) other than a Saturday or Sunday or a day on which commercial banks are authorized or required by law to close in Phoenix, Arizona, New York, New York or, so long as any Class C Certificate is outstanding, the city and state in which the Class C Trustee, the Borrower or any Indenture Trustee maintains its corporate trust office or receives and disburses funds, and (y) if the applicable Business Day relates to any Advance or amount bearing interest based on LIBOR, on which dealings are carried on in the London interbank market. "Consent Period" has the meaning specified in Section 2.10. "Deposits" has the meaning assigned to such term in the Deposit Agreement. "Depositary" means Citibank, N.A. "Deposit Agreement" means the Deposit Agreement (2001-1C) dated as of the date hereof between Wilmington Trust Company, as Escrow Agent and Citibank, N.A., as 1. 6 [REVOLVING CREDIT AGREEMENT (2001-1C)] Depositary, pertaining to the Class C Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "Downgrade Advance" means an Advance made pursuant to Section 2.02(c). "Effective Date" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "Excluded Taxes" means (i) any Taxes imposed on, based on, or measured by the overall net income, capital, franchises, or receipts (other than Taxes which are or are in the nature of sales or use Taxes or value added Taxes) of the Liquidity Provider or any of its Lending Offices, (ii) withholding Taxes imposed under laws in effect on the date hereof by the United States on payments to a recipient in the jurisdiction in which the Liquidity Provider's initial Lending Office is located, (iii) withholding Taxes imposed by the United States on payments to a recipient in any other jurisdiction to which such Lending Office is moved if, under the laws in effect at the time of such move, such laws would require greater withholding of Taxes on payments to such Liquidity Provider acting from an office in such jurisdiction than would be required on payments to such Liquidity Provider acting from an office in the jurisdiction from which such Lending Office was moved, and (iv) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is able and legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "Expenses" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include Taxes. "Expiry Date" means May 15, 2002, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "Final Advance" means an Advance made pursuant to Section 2.02(d). "Intercreditor Agreement" means the Intercreditor Agreement, dated as of the date hereof among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement), the Policy Provider and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "Interest Advance" means an Advance made pursuant to Section 2.02(a). 2. 7 [REVOLVING CREDIT AGREEMENT (2001-1C)] "Interest Period" means, with respect to any LIBOR Advance, each of the following periods: (1) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance or (y) the withdrawal of funds from the Class C Cash Collateral Account for the purpose of paying interest on the Class C Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date; and (2) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date; provided, however, that if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "Lending Office" means the lending office of the Liquidity Provider, presently located at New York, New York, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder. "LIBOR" means, with respect to any Interest Period, the interest rate per annum at which deposits in United States dollars are offered to prime banks in the London interbank market as indicated on display page 3750 (British Bankers Association-LIBOR) of the Dow Jones Markets Service (or such other page as may replace such display page 3750 for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if not so indicated, the average (rounded upwards to the nearest 1/16%), as determined by the Liquidity Provider, of such rates as indicated on the Reuters Screen LIBO Page (or such other page as may replace such Reuters Screen LIBO Page for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if neither such alternative is indicated, the average (rounded upwards to the nearest 1/16%), as determined by the Liquidity Provider, of such rates offered by the London Reference Banks to prime banks in the London interbank market, in each case at or about 11:00 a.m. (London time) on the day two Business Days prior to the first day of such Interest Period for deposits of a duration equal to such Interest Period (or such other period most nearly corresponding to such period) in an amount substantially equal to the principal amount of the applicable LIBOR Advance as of the first day of such Interest Period. The Liquidity Provider will, if necessary, request that each of the London Reference Banks provide a quotation of its rate. If at least two such quotations are provided, the rate will be the average of the quotations (rounded upwards to the nearest 1/100%). If no such quotation can be obtained, the rate will be the Base Rate. "LIBOR Advance" means an Advance bearing interest at a rate based upon LIBOR. 3. 8 [REVOLVING CREDIT AGREEMENT (2001-1C)] "Liquidity Event of Default" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided, that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $100,000,000) or (b) an America West Bankruptcy Event. "Liquidity Indemnitee" means (i) the Liquidity Provider, (ii) the directors, officers, employees, servants and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) through (ii), inclusive. "Liquidity Provider" has the meaning specified in the recital of parties to this Agreement. "London Reference Banks" means the principal London offices of Citicorp USA, Inc., The Fuji Bank, Limited, National Westminster Bank plc and The Industrial Bank of Japan, Limited, or such other bank or banks as may from time to time be agreed to by America West and the Liquidity Provider. "Maximum Available Commitment" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time, less (b) the aggregate amount of each Interest Advance outstanding at such time; provided, however, that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "Maximum Commitment" means initially $7,158,986.55, as the same may be reduced or increased from time to time in accordance with Section 2.04(a). "Non-Excluded Tax" has the meaning specified in Section 3.03. "Non-Extension Advance" means an Advance made pursuant to Section 2.02(b). "Notice of Borrowing" has the meaning specified in Section 2.02(e). "Notice of Replacement Subordination Agent" has the meaning specified in Section 3.08. "Offering Memorandum" means the Offering Memorandum dated May 10, 2001 relating to the Certificates, as such Offering Memorandum may be amended or supplemented. "Participating Institution" has the meaning specified in Section 7.08(b). "Participation Agreement" means, with respect to each Indenture, the "Participation Agreement" referred to therein. "Performing Note Deficiency" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "Provider Advance" means a Downgrade Advance or a Non-Extension Advance. 4. 9 [REVOLVING CREDIT AGREEMENT (2001-1C)] "Regulatory Change" has the meaning specified in Section 3.01. "Replenishment Amount" has the meaning assigned to such term in Section 2.06(b). "Required Amount" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class C Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be payable on the Class C Certificates on each of the three successive semiannual Regular Distribution Dates following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class C Certificates on such day and without regard to expected future payments of principal on the Class C Certificates. Notwithstanding the above, in the event of any Policy Provider Election, for purposes of the definition of the Required Amount the Pool Balance shall be deemed to be reduced by the amount (if positive) by which (a) the then outstanding principal balance of each Series C Equipment Note in respect of which such Policy Provider Election has been made shall exceed (b) the amount of any Policy Drawings previously paid by the Policy Provider in respect of principal on such Series C Equipment Note. "Successor Trust" means America West Airlines Pass Through Trust 2001-1C-S. "Termination Date" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class C Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreement) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower and America West of a Termination Notice from the Liquidity Provider pursuant to Section 6.01; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "Termination Notice" means the Notice of Termination substantially in the form of Annex V to this Agreement. "Unapplied Provider Advance" means any Provider Advance other than an Applied Provider Advance. "Unpaid Advance" has the meaning specified in Section 2.05. (b) Terms Defined in the Intercreditor Agreement. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "Acceleration," "Affiliate," "America West," "America West Bankruptcy Event," "Certificates," "Class C Cash Collateral Account," "Class C Certificates," "Class C Trust," 5. 10 [REVOLVING CREDIT AGREEMENT (2001-1C)] "Class C Trust Agreement," "Class C Trustee," "Class G Certificates," "Class D Certificates," "Closing Date," "Controlling Party," "Delivery Period Expiry Date," "Distribution Date," "Downgraded Facility," "Equipment Notes," "Fee Letter," "Final Legal Distribution Date," "Indenture," "Initial Purchasers," "Interest Payment Date," "Investment Earnings," "Liquidity Facility," "Liquidity Obligations," "Loan Trustee," "Moody's," "Non-Extended Facility," "Note Purchase Agreement," "Operative Agreements," "Performing Equipment Note," "Person," "Policy Drawings," "Policy Provider," "Policy Provider Election," "Pool Balance," "Purchase Agreement," "Rating Agency," "Regular Distribution Date," "Replacement Liquidity Facility," "Responsible Officer," "Scheduled Payment," "Special Payment," "Standard & Poor's," "Stated Interest Rate," "Subordination Agent," "Taxes," "Threshold Rating," "Trust Agreement," "Trustee," and "Written Notice." ARTICLE 2 AMOUNT AND TERMS OF THE COMMITMENT Section 2.01 Advances. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 noon (New York time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02 Making the Advances. (a) Each "Interest Advance" shall be made in a single Borrowing by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex I, signed by a Responsible Officer of the Borrower, such Interest Advance in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of interest on the Class C Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A "Non-Extension Advance" shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the 6. 11 [REVOLVING CREDIT AGREEMENT (2001-1C)] Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class C Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A "Downgrade Advance" shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility shall have been delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class C Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. Upon such downgrading, the Liquidity Provider shall promptly deliver notice thereof to the Borrower, the Trustee and America West. (d) A "Final Advance" shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01, by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class C Cash Collateral Account (in accordance with Section 3.6(f) and Section 3.6(i) of the Intercreditor Agreement). (e) Each Borrowing shall be made on notice in writing (a "Notice of Borrowing") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 noon (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall, before 4:00 p.m. (New York time) on the date of such Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing, make available for the account of its Lending Office, in U.S. dollars and in immediately available funds, the amount of such Borrowing to be paid to the Borrower in accordance with its payment instructions. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 noon (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall, before 11:00 a.m. (New York time) on the first Business Day following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing, make available to the Borrower, in accordance with its payment instructions, in U.S. dollars and in immediately available funds, the amount of such Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. Each Notice of Borrowing shall be effective upon delivery of a copy thereof to the Liquidity Provider's New York Branch at the address specified in Section 7.02. 7. 12 [REVOLVING CREDIT AGREEMENT (2001-1C)] (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. If the Liquidity Provider makes an Advance requested pursuant to a Notice of Borrowing before 11:00 a.m. (New York time) on the second Business Day after the date of payment specified in said Section 2.02(e), the Liquidity Provider shall have fully discharged its obligations hereunder with respect to such Advance and an event of default shall not have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), Section 2.02(c) or Section 2.02(d) to fund the Class C Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class C Cash Collateral Account, such Advance or any other amounts from time to time on deposit in the Class C Cash Collateral Account; provided, however, that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement and provided further, that the foregoing shall not affect or impair the rights of the Liquidity Provider to provide written instructions with respect to the investment and reinvestment of the Cash Collateral Accounts to the extent provided in Section 2.2(b) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the Fee Letter. Section 2.04 Automatic Adjustments and Termination of the Maximum Commitment. (a) Automatic Adjustments. Promptly following each date on which the Required Amount is (1) reduced as a result of a reduction in the Pool Balance of the Class C Certificates or otherwise, (2) increased as a result of an increase in the Stated Interest Rate or (3) subsequent to such increase described in clause (2), reduced pursuant to the definition of "Stated Interest Rate" the Maximum Commitment shall automatically be reduced or increased, as the case may be, to an amount equal to the Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction or increase, as the case may be, of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction or increase of the Maximum Commitment. (b) Termination. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05 Repayments of Interest Advances or the Final Advance. Subject to Sections 2.06, 2.07 and 2.09, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived 8. 13 [REVOLVING CREDIT AGREEMENT (2001-1C)] by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "Unpaid Advance"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07; provided, however, that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the Class C Cash Collateral Account, invested and withdrawn from the Class C Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from the Class C Cash Collateral Account for the purpose of paying interest on the Class C Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "Applied Downgrade Advance" and (z) in the case of a Non-Extension Advance, an "Applied Non-Extension Advance" and, together with an Applied Downgrade Advance, an "Applied Provider Advance") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; and provided, further, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the amount of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the Class C Cash Collateral Account of any amount pursuant to clause third of Section 2.4(b) of the Intercreditor Agreement, clause third of Section 3.2 of the 9. 14 [REVOLVING CREDIT AGREEMENT (2001-1C)] Intercreditor Agreement or clause fourth of Section 3.3 of the Intercreditor Agreement (any such amount being a "Replenishment Amount") for the purpose of replenishing or increasing the balance thereof up to the amount of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the principal amount of all outstanding Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the Class C Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in the order of priority required by the applicable provisions of Articles II and III of the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; provided, however, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. Section 2.09 Payments from Available Funds Only. All payments to be made by the Borrower under this Agreement shall be made only from amounts received by it that constitute Scheduled Payments or Special Payments or payments under Section 7.1 or 9.1, as the case may be, of any Participation Agreement and Section 6 of the Note Purchase Agreement, and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it shall look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement or the Intercreditor Agreement. Amounts on deposit in the Class C Cash Collateral Account shall be available to the Borrower to 10. 15 [REVOLVING CREDIT AGREEMENT (2001-1C)] make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Section 2.10 Extension of Expiry Date. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Legal Distribution Date for the Class C Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for the Class C Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date (such period the "Consent Period"), whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after the date on which the Consent Period ends (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the Intercreditor Agreement. ARTICLE 3 OBLIGATIONS OF THE BORROWER Section 3.01 Increased Costs. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any costs incurred by the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, or municipal, or any foreign laws or regulations, or the adoption or making after such date of any interpretation, regulation, directive, guideline, requirement or request whether or not having the force of law, by any court or governmental or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or such obligation (other than Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or such obligation or any deposits referred to in the definition of LIBOR or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this 11. 16 [REVOLVING CREDIT AGREEMENT (2001-1C)] Section 3.01 that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section 3.01; provided, that if the Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any costs resulting from such event, only be entitled to payment under this Section 3.01 for costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section 3.01. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider that is not a bank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof). Section 3.02 Capital Adequacy. If (1) compliance with any judicial, administrative or other governmental interpretation of any law or regulation or (2) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) has the effect of requiring an increase in the amount of capital required or expected to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider such additional amount as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 3.02 that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider shall notify the Borrower of any event occurring after the date of this Agreement that shall entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section 3.02; provided, that if the Liquidity Provider fails to give such notice within 180 days after it obtains such knowledge, the Liquidity Provider shall, with respect to any costs resulting from such event, only be entitled to payment under this Section 3.02 for costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give such notice. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the Liquidity 12. 17 [REVOLVING CREDIT AGREEMENT (2001-1C)] Provider and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section 3.02. Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider that is not a bank shall not be entitled to the benefits of the preceding two paragraphs (but without limiting the provisions of Section 7.08 hereof). Section 3.03 Payments Free of Deductions. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes"). If any Non-Excluded Taxes are required to be withheld or deducted from any amounts payable to the Liquidity Provider under this Agreement, the Borrower shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of the payment required under clause (ii) below) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Liquidity Provider an additional amount which (after deduction of all such Non-Excluded Taxes) shall be sufficient to yield to the Liquidity Provider the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Borrower shall furnish to the Liquidity Provider the original or a certified copy of (or other documentary evidence of) the payment of the Non-Excluded Taxes applicable to such payment. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous (as determined by the Liquidity Provider) to the Liquidity Provider or require the Liquidity Provider to incur any cost or expenses for which it is not indemnified by the Borrower. The Liquidity Provider shall deliver to the Borrower such certificates and documents as may be reasonably requested by the Borrower and required by applicable law and as may be legally delivered by the Liquidity Provider to establish that payments hereunder are exempt from (or entitled to a reduced rate of) withholding Tax. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) shall be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, 13. 18 [REVOLVING CREDIT AGREEMENT (2001-1C)] the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. (c) If any exemption from, or reduction in the rate of, any Taxes is reasonably available to the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) tax, the Borrower shall deliver to the Liquidity Provider such form or forms and such other evidence of the eligibility of the Borrower for such exemption or reduction as the Liquidity Provider may reasonably identify to the Borrower as being required as a condition to exemption from, or reduction in the rate of, any Taxes. Section 3.04 Payments. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to The Chase Manhattan Bank, New York, ABA No. 021000021, Account Name: Westdeutsche Landesbank Girozentrale, New York Branch, Account No. 9201-06-0663, ref: GSF/Transportation, America West Airlines 2001-1C, Attention: Phil Green. Section 3.05 Computations. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest shall be payable on such Advance on the next interest payment date for such Advance. Section 3.07 Interest. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the Class C Cash Collateral Account to pay interest on the Class C Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class C Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or to the extent permitted by applicable law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in 14. 19 [REVOLVING CREDIT AGREEMENT (2001-1C)] each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; provided, however, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate shall not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. Nothing contained in this Section 3.07 shall require the Borrower to pay any amount under this Section 3.07 other than to the extent the Borrower shall have funds available therefor. (b) Each Advance shall be either a Base Rate Advance or a LIBOR Advance as provided in this Section or Section 3.10. Each such Advance shall be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided, however, that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing (or, if such Final Advance is deemed to have been made, without delivery of a Notice of Borrowing pursuant to Section 2.06, by requesting, prior to 11:00 A.M. (New York time) on the first Business Day following the Borrower's receipt of the applicable Termination Notice, that such Final Advance not be converted from a Base Rate Advance to a LIBOR Advance). (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to LIBOR for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.50% per annum. 15. 20 [REVOLVING CREDIT AGREEMENT (2001-1C)] (f) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "Applicable Liquidity Rate." Section 3.08 Replacement of Borrower. Subject to Section 5.02, from time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI (a "Notice of Replacement Subordination Agent") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. 16. 21 [REVOLVING CREDIT AGREEMENT (2001-1C)] ARTICLE 4 CONDITIONS PRECEDENT Section 4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider); (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Offering Memorandum and specimen copies of the Class C Certificates; (v) An executed copy of each opinion, document, instrument and certificate delivered on or before the Closing Date pursuant to the Class C Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement and the other Operative Agreements entered into on or prior to the date hereof (together with, in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustee and the Liquidity Provider created by the Operative Agreements executed and delivered on or before the Closing Date; (vii) An agreement from America West, pursuant to which America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which obligations may be satisfied by the furnishing of America West's Form 10Q and 10K), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of the 17. 22 [REVOLVING CREDIT AGREEMENT (2001-1C)] Leases (related to Leased Aircraft) or to Section 4.08 of the Indentures (related to Owned Aircraft) to the parties thereto; and (viii) Such other documents, instruments, opinions and approvals as the Liquidity Provider shall have reasonably requested. (b) The following statements shall be true on and as of the Effective Date: (i) The representations and warranties in the Note Purchase Agreement and each of the Participation Agreements entered into on or prior to the date hereof are true and correct on and as of the Effective Date as though made on and as of the Effective Date; (ii) No event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default; and (iii) There has been no material adverse change in the financial condition or results of operations of America West and its subsidiaries taken as a whole since December 31, 2000. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facility shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Initial Purchasers under the Purchase Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Initial Purchasers). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. 18. 23 [REVOLVING CREDIT AGREEMENT (2001-1C)] ARTICLE 5 COVENANTS Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower shall, unless the Liquidity Provider shall otherwise consent in writing: (a) Performance of Agreements. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) Certain Operative Agreements. Furnish to the Liquidity Provider with reasonable promptness any Operative Agreement entered into after the date hereof. Section 5.02 Negative Covenants of the Borrower. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower shall not appoint or permit or suffer to be appointed any successor Borrower without the written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. ARTICLE 6 LIQUIDITY EVENTS OF DEFAULT Section 6.01 Liquidity Events of Default. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) the obligation of the Liquidity Provider to make Advances hereunder to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. 19. 24 [REVOLVING CREDIT AGREEMENT (2001-1C)] ARTICLE 7 MISCELLANEOUS Section 7.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02 Notices, Etc. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including sent by telecopier): Borrower: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: 302-651-1000 Telecopy: 302-651-8882 Liquidity Provider: Westdeutsche Landesbank Girozentrale New York Branch 1211 Avenue of the Americas New York, New York 10036 Business/Credit Contact Attention: Transportation Finance Global Structured Finance/Americas Telephone: 212-852-6115 Telecopy: 212-869-7634 Operations Contact Attention: Philip Green Loan Administration Telephone: 212-852-6113 Telecopy: 212-302-7946 or, as to each of the foregoing, at such other address as shall be designated by such Person in a Written Notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above with receipt confirmed, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that Written Notices to the Liquidity Provider pursuant to the provisions of Articles II and III shall not be effective until 20. 25 [REVOLVING CREDIT AGREEMENT (2001-1C)] received by the Liquidity Provider, subject to the last sentence of Section 2.02(e). A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04 Further Assurances. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. Section 7.05 Indemnification; Survival of Certain Provisions. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 7.1 or 9.1, as the case may be, of any Participation Agreement and Section 6(c) of the Note Purchase Agreement. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such Fee Letter)) that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the Intercreditor Agreement, the Fee Letter or any Participation Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 6(c) of the Note Purchase Agreement and Section 7.1 or 9.1, as the case may be, of any Participation Agreement and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 shall survive the termination of this Agreement. Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider nor any of its officers, directors, employees or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or 21. 26 [REVOLVING CREDIT AGREEMENT (2001-1C)] forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, directors or Affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07 Costs, Expenses and Taxes. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider and (B) on demand, all reasonable costs and expenses of the Liquidity Provider (including reasonable counsel fees and expenses) in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class C Cash Collateral Account. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor the Borrower (except as contemplated by Section 3.08) shall have the right to assign its rights or 22. 27 [REVOLVING CREDIT AGREEMENT (2001-1C)] obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder and under the other Operative Agreements to such Persons (other than America West or any of its Affiliates) as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, shall relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants. Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants that are banks (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated other than a result of a change in law following the date of any participation). (b) If, pursuant to Section 7.08(a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "Participating Institution"), then, concurrently with the effectiveness of such participation, the Participating Institution shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes shall be required to be withheld by the Borrower or the Liquidity Provider with respect to any payments to be made to such Participating Institution in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form W-8ECI or Form W-8BEN, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Participating Institution's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form W-8ECI or Form W-8BEN, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form W-8BEN or Form W-8ECI that such Participating Institution is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) from the Participating Institution indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower shall withhold taxes as required by law from such payments at the applicable statutory rate without any obligation to make additional payments under Section 3.03. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal 23. 28 [REVOLVING CREDIT AGREEMENT (2001-1C)] Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09 Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto at its address set forth in Section 7.02, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 24. 29 [REVOLVING CREDIT AGREEMENT (2001-1C)] (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (c) The Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States or of any State and waives any immunity any of its properties located in the United States may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation. Section 7.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Section 7.13 Entirety. This Agreement and the other Operative Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 7.14 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 7.15 LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. Section 7.16 Transfer. The Liquidity Provider hereby acknowledges and consents to the Transfer contemplated by the Assignment and Assumption Agreement. 25. 30 [REVOLVING CREDIT AGREEMENT (2001-1C)] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent and Trustee, as Borrower By: /s/ Anita Dallago Name: Anita Dallago Title: Financial Services Officer WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH as Liquidity Provider By: /s/ Brigitte Thieme Name: Brigitte Thieme Title: Managing Director By: /s/ Alfred Heynen Name: Alfred Heynen Title: Associate Director 31 [REVOLVING CREDIT AGREEMENT (2001-1C)] Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1C), dated as of May __, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of interest on the Class C Certificates which was payable on _____________________ (the "Distribution Date") in accordance with the terms and provisions of the Class C Trust Agreement and the Class C Certificates, which Advance is requested to be made on _______________. The Interest Advance should be transferred to account __________. (3) The amount of the Interest Advance requested hereby (i) is $__________, to be applied in respect of the payment of interest which was due and payable on the Class C Certificates on such Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class C Certificate, the Class G Certificates or the Class D Certificates, or interest on the Class G Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class C Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Deposits on such Distribution Date, and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance I-1 32 [REVOLVING CREDIT AGREEMENT (2001-1C)] requested to be made hereby as set forth in clause (i) of paragraph (3) of this Notice of Borrowing and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of ______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: I-2 33 [REVOLVING CREDIT AGREEMENT (2001-1C)] SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] I-3 34 [REVOLVING CREDIT AGREEMENT (2001-1C)] Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1C), dated as of May __, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the Class C Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. The Non-Extension Advance should be transferred to ____________. (3) The amount of the Non-Extension Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class C Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class C Certificates, the Class G Certificates or the Class D Certificates, or interest on the Class G Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. II-1 35 [REVOLVING CREDIT AGREEMENT (2001-1C)] IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: II-2 36 [REVOLVING CREDIT AGREEMENT (2001-1C)] SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Non-Extension Advance Notice of Borrowing] II-3 37 [REVOLVING CREDIT AGREEMENT (2001-1C)] Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1C) dated as of May __, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the Class C Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on ______________. The Downgrade Advance should be transferred to __________. (3) The amount of the Downgrade Advance requested hereby (i) is $________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class C Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class C Certificates, the Class G Certificates, or the Class D Certificates, or interest on the Class G Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule 1), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall deposit such amount in the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the III-1 38 [REVOLVING CREDIT AGREEMENT (2001-1C)] Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the _____ day of _________, _____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: III-2 39 [REVOLVING CREDIT AGREEMENT (2001-1C)] SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Downgrade Advance Notice of Borrowing] III-3 40 [REVOLVING CREDIT AGREEMENT (2001-1C)] Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2001-1C), dated as of May __, 2001, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"); the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the Class C Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on _______________. (3) The amount of the Final Advance requested hereby (i) is $_____________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class C Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on the Class C Certificates, the Class G Certificates or the Class D Certificates, or interest on the Class G Certificates or the Class D Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall deposit such amount in the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance [and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice.](1) - ------------------ (1) Bracketed language may be included at Borrower's option. IV-1 41 [REVOLVING CREDIT AGREEMENT (2001-1C)] The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Final Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the _____ day of ___________, _____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: IV-2 42 [REVOLVING CREDIT AGREEMENT (2001-1C)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] IV-3 43 [REVOLVING CREDIT AGREEMENT (2001-1C)] Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Re: Revolving Credit Agreement (2001-1C), dated as of May __, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines 2001-1C Pass Through Trust, as Borrower, and Westdeutsche Landesbank Girozentrale, New York Branch (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT SHALL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. V-1 44 [REVOLVING CREDIT AGREEMENT (2001-1C)] Very truly yours, WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class C Trustee V-2 45 [REVOLVING CREDIT AGREEMENT (2001-1C)] Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Re: Revolving Credit Agreement (2001-1C), dated as of May __, 2001, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the America West Airlines 2001-1C Pass Through Trust, as Borrower, and Westdeutsche Landesbank Girozentrale (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned hereby irrevocably transfers to: [Name of Transferee] [Address of Transferee] all rights and obligations of the undersigned as Borrower and Subordination Agent under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Borrower and Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower and Subordination Agent under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower and Subordination Agent thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. VI-1 46 [REVOLVING CREDIT AGREEMENT (2001-1C)] We ask that this transfer be effective as of ____________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: VI-2 EX-4.12 11 p65531ex4-12.txt EX-4.12 1 EXHIBIT 4.12 - -------------------------------------------------------------------------------- INTERCREDITOR AGREEMENT (2001-1) Dated as of May 17, 2001 AMONG WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee under the America West Airlines Pass Through Trust 2001-1G, America West Airlines Pass Through Trust 2001-1C and America West Airlines Pass Through Trust 2001-1D WESTDEUTSCHE LANDESBANK GIROZENTRALE, ACTING THROUGH ITS NEW YORK BRANCH, as Class G Liquidity Provider and as Class C Liquidity Provider AMBAC ASSURANCE CORPORATION as Policy Provider AND WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and Trustee - -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS........................................................................................... 2 SECTION 1.1. DEFINITIONS..................................................................................... 2 ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY.................................................................... 24 SECTION 2.1. AGREEMENT TO TERMS OF SUBORDINATION; PAYMENTS FROM MONIES RECEIVED ONLY......................... 24 SECTION 2.2. TRUST ACCOUNTS.................................................................................. 24 SECTION 2.3. DEPOSITS TO THE COLLECTION ACCOUNT AND SPECIAL PAYMENTS ACCOUNT................................. 26 SECTION 2.4. DISTRIBUTIONS OF SPECIAL PAYMENTS............................................................... 26 SECTION 2.5. DESIGNATED REPRESENTATIVES...................................................................... 29 SECTION 2.6. CONTROLLING PARTY............................................................................... 30 ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED........................................... 31 SECTION 3.1. WRITTEN NOTICE OF DISTRIBUTION.................................................................. 31 SECTION 3.2. DISTRIBUTION OF AMOUNTS ON DEPOSIT IN THE COLLECTION ACCOUNT.................................... 34 SECTION 3.3. DISTRIBUTION OF AMOUNTS ON DEPOSIT FOLLOWING A TRIGGERING EVENT................................. 36 SECTION 3.4. OTHER PAYMENTS.................................................................................. 38 SECTION 3.5. PAYMENTS TO THE TRUSTEES, LIQUIDITY PROVIDERS AND POLICY PROVIDER............................... 39 SECTION 3.6. LIQUIDITY FACILITIES............................................................................ 39 SECTION 3.7. THE POLICY...................................................................................... 45 ARTICLE IV EXERCISE OF REMEDIES................................................................................. 49 SECTION 4.1. DIRECTIONS FROM THE CONTROLLING PARTY........................................................... 49 SECTION 4.2. REMEDIES CUMULATIVE............................................................................. 50 SECTION 4.3. DISCONTINUANCE OF PROCEEDINGS................................................................... 51 SECTION 4.4. RIGHT OF CERTIFICATEHOLDERS TO RECEIVE PAYMENTS NOT TO BE IMPAIRED.............................. 51 SECTION 4.5. UNDERTAKING FOR COSTS........................................................................... 51 ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC........................................ 52 SECTION 5.1. NOTICE OF INDENTURE EVENT OF DEFAULT OR TRIGGERING EVENT........................................ 52 SECTION 5.2. INDEMNIFICATION................................................................................. 52 SECTION 5.3. NO DUTIES EXCEPT AS SPECIFIED IN INTERCREDITOR AGREEMENT........................................ 52 SECTION 5.4. NOTICE FROM THE LIQUIDITY PROVIDERS AND TRUSTEES................................................ 53 ARTICLE VI THE SUBORDINATION AGENT.............................................................................. 53 SECTION 6.1. AUTHORIZATION; ACCEPTANCE OF TRUSTS AND DUTIES.................................................. 53 SECTION 6.2. ABSENCE OF DUTIES............................................................................... 53 SECTION 6.3. NO REPRESENTATIONS OR WARRANTIES AS TO DOCUMENTS................................................ 53 SECTION 6.4. NO SEGREGATION OF MONIES; NO INTEREST........................................................... 54 SECTION 6.5. RELIANCE; AGENTS; ADVICE OF COUNSEL............................................................. 54 SECTION 6.6. CAPACITY IN WHICH ACTING........................................................................ 54 SECTION 6.7. COMPENSATION.................................................................................... 54 SECTION 6.8. MAY BECOME CERTIFICATEHOLDER.................................................................... 55 SECTION 6.9. SUBORDINATION AGENT REQUIRED; ELIGIBILITY....................................................... 55 SECTION 6.10. MONEY TO BE HELD IN TRUST...................................................................... 55 ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT.............................................................. 55 SECTION 7.1. SCOPE OF INDEMNIFICATION........................................................................ 55 ARTICLE VIII SUCCESSOR SUBORDINATION AGENT...................................................................... 56 SECTION 8.1. REPLACEMENT OF SUBORDINATION AGENT; APPOINTMENT OF SUCCESSOR.................................... 56

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Page ---- ARTICLE IX SUPPLEMENTS AND AMENDMENTS........................................................................... 57 SECTION 9.1. AMENDMENTS, WAIVERS, ETC........................................................................ 57 SECTION 9.2. SUBORDINATION AGENT PROTECTED................................................................... 57 SECTION 9.3. EFFECT OF SUPPLEMENTAL AGREEMENTS............................................................... 59 SECTION 9.4. NOTICE TO RATING AGENCIES....................................................................... 59 ARTICLE X MISCELLANEOUS......................................................................................... 59 SECTION 10.1. TERMINATION OF INTERCREDITOR AGREEMENT......................................................... 59 SECTION 10.2. INTERCREDITOR AGREEMENT FOR BENEFIT OF TRUSTEES, LIQUIDITY PROVIDERS, THE POLICY PROVIDER AND SUBORDINATION AGENT.............................................................................. 59 SECTION 10.3. NOTICES........................................................................................ 60 SECTION 10.4. SEVERABILITY................................................................................... 61 SECTION 10.5. NO ORAL MODIFICATIONS OR CONTINUING WAIVERS.................................................... 61 SECTION 10.6. SUCCESSORS AND ASSIGNS......................................................................... 61 SECTION 10.7. HEADINGS....................................................................................... 62 SECTION 10.8. COUNTERPART FORM............................................................................... 62 SECTION 10.9. SUBORDINATION.................................................................................. 62 SECTION 10.10. GOVERNING LAW................................................................................. 63 SECTION 10.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY.......................... 63

ii 4 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT dated as of May 17, 2001, among WILMINGTON TRUST COMPANY, a Delaware banking corporation ("WTC"), not in its individual capacity but solely as Trustee of each Trust (each as defined below); WESTDEUTSCHE LANDESBANK GIROZENTRALE, a German banking institution organized under the laws of the State of North Rhine-Westphalia, Germany, acting through its New York branch, as Class G Liquidity Provider and Class C Liquidity Provider; AMBAC ASSURANCE CORPORATION, a Wisconsin domiciled stock insurance company, as Policy Provider; and WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the "Subordination Agent"). WHEREAS, all capitalized terms used herein shall have the respective meanings referred to in Article I hereof; WHEREAS, pursuant to each Indenture (i) in the case of each Aircraft that is owned by America West at the time such Indenture is entered into (the "Owned Aircraft"), America West will issue on a recourse basis three series of Equipment Notes to finance the purchase of such Aircraft, and (ii) in the case of each Aircraft that is leased to America West pursuant to a related Lease at the time such Indenture is entered into (the "Leased Aircraft"), the related Owner Trustee will issue on a nonrecourse basis three series of Equipment Notes to finance the purchase of such Aircraft; WHEREAS, pursuant to the Financing Agreements, each Trust will acquire Equipment Notes having an interest rate equal to the interest rate applicable to the Certificates to be issued by such Trust; WHEREAS, pursuant to each Trust Agreement, the Trust created thereby proposes to issue a single class of Certificates (a "Class") bearing the interest rate and having the final distribution date described in such Trust Agreement on the terms and subject to the conditions set forth therein; WHEREAS, pursuant to the Purchase Agreement, the Initial Purchasers propose to purchase the Certificates issued by each Trust in the aggregate face amount set forth opposite the name of such Trust on Schedule I thereto on the terms and subject to the conditions set forth therein; WHEREAS, the Liquidity Provider proposes to enter into two separate revolving credit agreements (each such agreement, a "Liquidity Facility") with the Subordination Agent, as agent for the Trustee of the Class G Trust and the Class C Trust, respectively, for the benefit of the Certificateholders of each such Trust; WHEREAS, the Policy Provider proposes to enter into the Policy Provider Agreement providing for the issuance by the Policy Provider of the Policy for the benefit of the Class G Trustee and Class G Certificateholders; and 5 WHEREAS, it is a condition precedent to the obligations of the Initial Purchasers under the Purchase Agreement that the Subordination Agent, the Trustees, the Liquidity Provider and the Policy Provider agree to the terms of subordination set forth in this Agreement in respect of each Class of Certificates, and the Subordination Agent, the Trustees, the Liquidity Provider and the Policy Provider, by entering into this Agreement, hereby acknowledge and agree to such terms of subordination and the other provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms used herein that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all references in this Agreement to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement; (3) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and (4) the term "including" shall mean "including without limitation". "Acceleration" means, with respect to the amounts payable in respect of the Equipment Notes issued under any Indenture, such amounts becoming immediately due and payable by declaration or otherwise. "Accelerate", "Accelerated" and "Accelerating" have meanings correlative to the foregoing. "Additional Payment" means the payment of any Break Amount (as such term is defined in the applicable Indentures) and/or premium (including any redemption premium) in respect of the Equipment Notes. "Accrued Class G Interest" has the meaning specified in Section 3.7(a). "Adjusted Expected Distributions" means, with respect to the Certificates of any Trust on any Current Distribution Date, the sum of (x) accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits related to such Trust) and (y) the greater of: 2 6 (A) the difference between (x) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust) and (y) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of the Non-Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of the Performing Equipment Notes held in such Trust has been paid when due (but without giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates of such Trust), and (B) the amount of the excess, if any, of (i) the Pool Balance of such Class of Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust), less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate amount of the Deposits for such Class of Certificates) other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement, over (ii) the Aggregate LTV Collateral Amount for such Class of Certificates for the Current Distribution Date; provided that, until the date of the initial LTV Appraisals, clause (B) shall not apply. For purposes of calculating Adjusted Expected Distributions with respect to the Certificates of any Trust, any Additional Payment paid on the Equipment Notes held in such Trust that has not been distributed to the Certificateholders of such Trust (other than such Additional Payment or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of Adjusted Expected Distributions. "Advance", with respect to any Liquidity Facility, means any Advance as defined in such Liquidity Facility. "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, "control" means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. 3 7 "Aggregate LTV Collateral Amount" for any Class of Certificates for any Distribution Date means the sum of the applicable LTV Collateral Amounts for each Leased Aircraft and Owned Aircraft, minus the Pool Balance for each Class of Certificates, if any, senior to such Class, after giving effect to any distribution of principal on such Distribution Date with respect to such senior Class or Classes. "Aircraft" means, with respect to each Indenture, the "Aircraft" referred to therein. "America West" means America West Airlines, Inc., a Delaware corporation, and its successors and assigns. "America West Bankruptcy Event" means the occurrence and continuation of any of the following: (a) America West shall consent to the appointment of or the taking of possession by a receiver, trustee or liquidator of itself or of substantially all of its property, or America West shall admit in writing its inability to pay its debts generally as they come due, or shall make a general assignment for the benefit of creditors, or America West shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, liquidation or other relief in a case under any bankruptcy laws or other insolvency laws (as in effect at such time) or an answer admitting the material allegations of a petition filed against America West in any such case, or America West shall seek relief by voluntary petition, answer or consent, under the provisions of any other bankruptcy or other similar law providing for the reorganization or winding-up of corporations (as in effect at such time) or America West shall seek an agreement, composition, extension or adjustment with its creditors under such laws, or America West's board of directors shall adopt a resolution authorizing corporate action in furtherance of any of the foregoing; or (b) an order, judgment or decree shall be entered by any court of competent jurisdiction appointing, without the consent of America West, a receiver, trustee or liquidator of America West or of substantially all of its property, or substantially all of the property of America West shall be sequestered, or granting any other relief in respect of America West as a debtor under any bankruptcy laws or other insolvency laws (as in effect at such time), and any such order, judgment or decree of appointment or sequestration shall remain in force undismissed, unstayed and unvacated for a period of 90 days after the date of entry thereof; or (c) a petition against America West in a case under any bankruptcy laws or other insolvency laws (as in effect at such time) is filed and not withdrawn or dismissed within 90 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to America West, any court of competent jurisdiction assumes jurisdiction, custody or control of America West or of any substantial part of its property and such jurisdiction, custody or control remains in force unrelinquished, unstayed and unterminated for a period of 90 days. 4 8 "America West Provisions" has the meaning specified in Section 9.1(a). "Appraisal" means a fair market value appraisal (which may be a "desktop" appraisal) performed by any Appraiser or any other nationally recognized aircraft appraiser on the basis of an arm's-length transaction between an informed and willing purchaser under no compulsion to buy and an informed and willing seller under no compulsion to sell and both having knowledge of all relevant facts. "Appraised Current Market Value" of any Leased Aircraft or Owned Aircraft means the lower of the average and the median of the three most recent Appraisals of such Aircraft. "Appraisers" means Aircraft Information Services, Inc., AvSolutions, Inc., and Morten Beyer and Agnew, Inc. "Assignment and Assumption Agreements" means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time. "Available Amount" means, with respect to any Liquidity Facility on any drawing date, an amount equal to (a) the Stated Amount of such Liquidity Facility at such time, less (b) the aggregate amount of each Interest Drawing honored by the Liquidity Provider under such Liquidity Facility on or prior to such date which has not been reimbursed or reinstated as provided in Section 3.6(g) hereof as of such date; provided that, following a Downgrade Drawing, a Non-Extension Drawing or a Final Drawing under such Liquidity Facility, the Available Amount of such Liquidity Facility shall be zero. "Business Day" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York, or, so long as any Certificate is outstanding, the city and state in which any Trustee, the Subordination Agent or any Loan Trustee maintains its Corporate Trust Office or receives and disburses funds, and that, solely with respect to draws under any Liquidity Facility, also is a "Business Day" as defined in such Liquidity Facility. "Cash Collateral Account" means the Class G Cash Collateral Account or the Class C Cash Collateral Account, as applicable. "Certificate" means a Class G Certificate, a Class C Certificate or a Class D Certificate, as applicable. "Certificateholder" means any holder of one or more Certificates. "Class" has the meaning assigned to such term in the preliminary statements to this Agreement. 5 9 "Class C Cash Collateral Account" means an Eligible Deposit Account in the name of the Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent if it shall so qualify, into which all amounts drawn under the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) shall be deposited. "Class C Certificateholder" means, at any time, any holder of one or more Class C Certificates. "Class C Certificates" means the certificates issued by the Class C Trust, substantially in the form of Exhibit A to the Class C Trust Agreement, and authenticated by the Class C Trustee, representing fractional undivided interests in the Class C Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class C Trust Agreement and/or the Registration Rights Agreement (including, without limitation, any Exchange Certificates (as defined in the Class C Trust Agreement). "Class C Liquidity Facility" means, initially, the Revolving Credit Agreement dated as of the date hereof, between the Subordination Agent, as agent and trustee for the Class C Trustee, and the initial Class C Liquidity Provider, and, from and after the replacement of such Agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms. "Class C Liquidity Provider" means Westdeutsche Landesbank Girozentrale, acting through its New York branch, together with any Replacement Liquidity Provider which has issued a Replacement Liquidity Facility to replace any Class C Liquidity Facility pursuant to Section 3.6(e). "Class C Trust" means (i) prior to the Transfer, the America West Airlines Pass Through Trust 2001-1C-O created and administered pursuant to the Class C Trust Agreement and (ii) after the Transfer, the America West Airlines Pass Through Trust 2001-1C-S created and administered pursuant to the Class C Trust Agreement. "Class C Trust Agreement" means (i) prior to the Transfer, the Pass Through Trust Agreement, dated as of the date hereof, between America West and the Class C Trustee, governing the creation and administration of the America West Airlines Pass Through Trust 2001-1C-O and the issuance of the Class C Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, and (ii) after the Transfer, the Pass Through Trust Agreement entered into between America West and the Class C Trustee, governing the creation and administration of the America West Airlines Pass Through Trust 2001-1C-S and the issuance of the Class C Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "Class C Trustee" means WTC, not in its individual capacity except as expressly set forth in the Class C Trust Agreement, but solely as trustee under the Class C Trust Agreement, together with any successor trustee appointed pursuant thereto. "Class D Certificateholder" means, at any time, any holder of one or more Class D Certificates. 6 10 "Class D Certificates" means the certificates issued by the Class D Trust, substantially in the form of Exhibit A to the Class D Trust Agreement, and authenticated by the Class D Trustee, representing fractional undivided interests in the Class D Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class D Trust Agreement and/or the Registration Rights Agreement (including, without limitation, any Exchange Certificates (as defined in the Class D Trust Agreement)) and any pass through certificates designated as "Class D" issued after the date hereof by a pass through trust created by America West in connection with any re-issuance of Series D Equipment Notes. "Class D Trust" means (i) prior to the Transfer, the America West Airlines Pass Through Trust 2001-1D-O created and administered pursuant to the Class D Trust Agreement and (ii) after the Transfer, the America West Airlines Pass Through Trust 2001-1D-S created and administered pursuant to the Class D Trust Agreement. "Class D Trust Agreement" means (i) prior to the Transfer, the Pass Through Trust Agreement, dated as of the date hereof, between America West and the Class D Trustee, governing the creation and administration of the America West Airlines Pass Through Trust 2001-1D-O and the issuance of the Class D Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, and (ii) after the Transfer, the Pass Through Trust Agreement entered into between America West and the Class D Trustee, governing the creation and administration of the America West Airlines Pass Through Trust 2001-1D-S and the issuance of the Class D Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "Class D Trustee" means WTC, not in its individual capacity except as expressly set forth in the Class D Trust Agreement, but solely as trustee under the Class D Trust Agreement, together with any successor trustee appointed pursuant thereto. "Class G Cash Collateral Account" means an Eligible Deposit Account in the name of the Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent if it shall so qualify, into which all amounts drawn under the Class G Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) shall be deposited. "Class G Certificateholder" means, at any time, any holder of one or more Class G Certificates. "Class G Certificates" means the certificates issued by the Class G Trust, substantially in the form of Exhibit A to the Class G Trust Agreement, and authenticated by the Class G Trustee, representing fractional undivided interests in the Class G Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class G Trust Agreement and/or the Registration Rights Agreement (including, without limitation, any Exchange Certificates (as defined in the Class G Trust Agreement). "Class G Deposits" means the Deposits with respect to the Class G Certificates. 7 11 "Class G Liquidity Facility" means, initially, the Revolving Credit Agreement dated as of the date hereof, between the Subordination Agent, as agent and trustee for the Class G Trustee, and the initial Class G Liquidity Provider, and, from and after the replacement of such Agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms. "Class G Liquidity Provider" means Westdeutsche Landesbank Girozentrale, acting through its New York branch, together with any Replacement Liquidity Provider which has issued a Replacement Liquidity Facility to replace any Class G Liquidity Facility pursuant to Section 3.6(e). "Class G Paying Agent Account" means the Paying Agent Account as defined in the Escrow and Paying Agent Agreement relating to the Class G Certificates. "Class G Trust" means (i) prior to the Transfer, the America West Airlines Pass Through Trust 2001-1G-O created and administered pursuant to the Class G Trust Agreement and (ii) after the Transfer, the America West Airlines Pass Through Trust 2001-1G-S created and administered pursuant to the Class G Trust Agreement. "Class G Trust Agreement" means (i) prior to the Transfer, the Pass Through Trust Agreement, dated as of the date hereof, between America West and the Class G Trustee, governing the creation and administration of the America West Airlines Pass Through Trust 2001-1G-O and the issuance of the Class G Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, and (ii) after the Transfer, the Pass Through Trust Agreement entered into between America West and the Class G Trustee, governing the creation and administration of the America West Airlines Pass Through Trust 2001-1G-S and the issuance of the Class G Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "Class G Trustee" means WTC, not in its individual capacity except as expressly set forth in the Class G Trust Agreement, but solely as trustee under the Class G Trust Agreement, together with any successor trustee appointed pursuant thereto. "Closing Date" means May 17, 2001. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder. "Collateral" has the meaning assigned to such term in the Owned Aircraft Indentures. "Collection Account" means the Eligible Deposit Account established by the Subordination Agent pursuant to Section 2.2 which the Subordination Agent shall make deposits in and withdrawals from in accordance with this Agreement. "Controlling Party" means the Person entitled to act as such pursuant to the terms of Section 2.6. 8 12 "Corporate Trust Office" means, with respect to any Trustee, the Subordination Agent or any Loan Trustee, the office of such Person in the city at which, at any particular time, its corporate trust business shall be principally administered. "Current Distribution Date" means a Distribution Date specified as a reference date for calculating the Expected Distributions or the Adjusted Expected Distributions with respect to the Certificates of any Trust as of such Distribution Date. "Delivery Period Expiry Date" means the earlier of (a) August 30, 2002, or, if the Equipment Notes relating to all the New Aircraft (or Substitute Aircraft in lieu thereof) have not been purchased by the Trusts on or prior to such date due to any reason beyond the control of America West and not occasioned by America West's fault or negligence, November 30, 2002 and (b) the date on which Equipment Notes with respect to all New Aircraft (or Substitute Aircraft in lieu thereof) have been purchased by the Trusts in accordance with the Note Purchase Agreement. "Deposit Agreement" shall mean, with respect to any Class, the Deposit Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, and the Depositary, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "Depositary" means Citibank, N.A., a national banking association, as depositary under each Deposit Agreement, or its successors and assigns. "Deposits" with respect to any Class, shall have the meaning set forth in the Deposit Agreement pertaining to such Class. "Designated Representatives" means the Subordination Agent Representatives, the Trustee Representatives and the Provider Representatives identified under Section 2.5. "Disposition" has the meaning assigned to such term in Section 3.7(c). "Distribution Date" means a Regular Distribution Date or a Special Distribution Date. "Dollars" or "$" means United States dollars. "Downgrade Drawing" has the meaning assigned to such term in Section 3.6(c). "Downgraded Facility" has the meaning assigned to such term in Section 3.6(c). "Drawing" means an Interest Drawing, a Final Drawing, a Non-Extension Drawing or a Downgrade Drawing, as the case may be. "EBO Date" shall mean the date set forth on Schedule 1 to the Lease as the "EBO Date". 9 13 "Election Distribution Date" has the meaning assigned to such term in Section 3.7(c). "Eligible Deposit Account" means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution has a long-term unsecured debt rating from each Rating Agency of at least A2 or its equivalent. An Eligible Deposit Account may be maintained with a Liquidity Provider so long as such Liquidity Provider is an Eligible Institution; provided that such Liquidity Provider shall have waived all rights of set-off and counterclaim with respect to such account. "Eligible Institution" means (a) the corporate trust department of the Subordination Agent or any Trustee, as applicable, or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), which has a long-term unsecured debt rating from each Rating Agency of at least A2 or its equivalent. "Eligible Investments" means (a) investments in obligations of, or guaranteed by, the United States Government having maturities no later than 90 days following the date of such investment, (b) investments in open market commercial paper of any corporation incorporated under the laws of the United States of America or any state thereof with a short-term unsecured debt rating issued by Moody's and Standard & Poor's of at least P-1 and A-1, respectively, having maturities no later than 90 days following the date of such investment or (c) investments in negotiable certificates of deposit, time deposits, banker's acceptances, commercial paper or other direct obligations of, or obligations guaranteed by, commercial banks organized under the laws of the United States or of any political subdivision thereof (or any U.S. branch of a foreign bank) with short-term unsecured debt ratings of at least P-1 by Moody's and A-1 by Standard & Poor's, having maturities no later than 90 days following the date of such investment; provided, however, that (x) all Eligible Investments that are bank obligations shall be denominated in U.S. dollars; and (y) the aggregate amount of Eligible Investments at any one time that are bank obligations issued by any one bank shall not be in excess of 5% of such bank's capital surplus; provided further that (1) any investment of the types described in clauses (a), (b) and (c) above may be made through a repurchase agreement in commercially reasonable form with a bank or other financial institution qualifying as an Eligible Institution so long as such investment is held by a third party custodian also qualifying as an Eligible Institution, and (2) all such investments set forth in clause (a), (b) or (c) above mature no later than the Business Day immediately preceding the next Regular Distribution Date; provided further, however, that in the case of any Eligible Investment issued by a domestic branch of a foreign bank, the income from such investment shall be from sources within the United States for purposes of the Code. Notwithstanding the foregoing, no investment of the types described in clause (b) above which is issued or guaranteed by America West or any of its Affiliates, and no investment in the obligations of any one bank in excess of $10,000,000, shall be an Eligible Investment unless 10 14 written approval has been obtained from the Policy Provider and a Ratings Confirmation shall have been received with respect to the making of such investment. "Equipment Notes" means, at any time, the Series G Equipment Notes, the Series C Equipment Notes and the Series D Equipment Notes, collectively, and in each case, any Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indentures. "Escrow Agent" means WTC, as escrow agent under each Escrow and Paying Agent Agreement, together with its successors in such capacity. "Escrow and Paying Agent Agreement" shall mean, with respect to any Class, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Initial Purchasers, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "Escrow Receipts" has the meaning assigned to such term in the Escrow and Paying Agent Agreement for the Class G Trust. "Excess Interest Policy Drawing" has the meaning assigned to such term in Section 3.7(c). "Excess Reimbursement Obligations" means, (a) in the event of any Policy Provider Election, the portion of the Policy Provider Obligations that represents, when added to that portion of any Liquidity Obligations that represents, interest on the Series G Equipment Note in respect of which the Policy Provider Election has been made in excess of 24 months of interest at the interest rate applicable to such Equipment Note and (b) any interest on the Liquidity Obligations in respect of the Class G Liquidity Facility and Class C Liquidity Facility paid by the Policy Provider to the Liquidity Provider from and after the end of the 24-month period referred to in Section 3.7(c) hereof. "Expected Distributions" means, with respect to the Certificates of any Trust on any Current Distribution Date, the sum of (x) accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits related to such Trust) and (y) the difference between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust), and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of the Equipment Notes held in such Trust has been paid when due (whether at stated maturity, upon redemption, prepayment, purchase, Acceleration or otherwise) and such payments have been distributed to the holders of such Certificates and (ii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates of such Trust). 11 15 For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Additional Payment paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Additional Payment or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions. "Expiry Date" with respect to any Liquidity Facility, shall have the meaning set forth in such Liquidity Facility. "Fee Letter" means the Fee Letter dated as of the date hereof among America West, Westdeutsche Landesbank Girozentrale, acting through its New York branch, and the Subordination Agent with respect to the initial Liquidity Facilities and any fee letter entered into among America West, the Subordination Agent and any Replacement Liquidity Provider. "Final Distributions" means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Additional Payment paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Additional Payment or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions. "Final Drawing" has the meaning assigned to such term in Section 3.6(i). "Final Legal Distribution Date" means (i) with respect to the Class G Certificates, October 2, 2022, (ii) with respect to the Class C Certificates, October 2, 2008 and (iii) with respect to the Class D Certificates, October 2, 2005. "Financing Agreement" means each of the Participation Agreements and the Note Purchase Agreement. "Indenture" means each of the Trust Indentures entered into by the Loan Trustee, and the Owner Trustee or America West, pursuant to the Note Purchase Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "Indenture Event of Default" means, with respect to any Indenture, any Event of Default (as such term is defined in such Indenture) thereunder. 12 16 "Initial Purchasers" means Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc. "Interest Drawing" has the meaning assigned to such term in Section 3.6(a). "Interest Payment Date" means, with respect to any Liquidity Facility, the final day of each Interest Period thereunder. "Interest Period" with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility. "Investment Earnings" means investment earnings on funds on deposit in the Trust Accounts net of losses and investment expenses of the Subordination Agent in making such investments. "Last Payment Date" has the meaning assigned to such term in Section 3.7(c). "Lease" means, with respect to each Indenture pertaining to a Leased Aircraft, the "Lease" referred to therein. "Leased Aircraft" has the meaning assigned to such term in the preliminary statements of this Agreement. "Leased Aircraft Indenture" means, with respect to each Leased Aircraft, the Indenture pertaining thereto. "Lending Office" means, with respect to any Liquidity Facility, the office of the Liquidity Provider thereunder, presently located at New York, New York or such other office as such Liquidity Provider from time to time shall notify the applicable Trustee as its "Lending Office" under any such Liquidity Facility; provided that such Liquidity Provider shall not change its Lending Office to a Lending Office outside the United States of America except in accordance with Section 3.01, 3.02 or 3.03 of any such Liquidity Facility. "Lien" means any mortgage, pledge, lien, charge, claim, disposition of title, encumbrance, lease, sublease, sub-sublease or security interest of any kind, including, without limitation, any thereof arising under any conditional sales or other title retention agreement. "Liquidity Event of Default" with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility. "Liquidity Expenses" means all Liquidity Obligations other than (i) the amount of any Drawings under the Liquidity Facilities and (ii) any interest accrued on any Liquidity Obligations. "Liquidity Facilities" means, at any time, the Class G Liquidity Facility or the Class C Liquidity Facility. 13 17 "Liquidity Obligations" means all principal, interest, fees and other amounts owing to the Liquidity Providers under the Liquidity Facilities, Section 9.1 of the Participation Agreements or the Fee Letter. "Liquidity Provider" means, at any time, any Class G Liquidity Provider or any Class C Liquidity Provider, as applicable. "Loan Trustee" means, with respect to any Indenture, the mortgagee thereunder. "LTV Appraisals" has the meaning assigned to such term in Section 4.1(a). "LTV Collateral Amount" of any Leased Aircraft or Owned Aircraft for any Class of Certificates means, as of any Distribution Date, the lesser of (i) the LTV Ratio for such Class of Certificates multiplied by the Appraised Current Market Value of such Aircraft (or with respect to any such Aircraft which has suffered an Event of Loss under and as defined in the relevant Lease (in the case of a Leased Aircraft) or Indenture (in the case of an Owned Aircraft), the amount of the insurance proceeds paid to the related Loan Trustee in respect thereof to the extent then held by such Loan Trustee (and/or on deposit in the Special Payments Account) or payable to such Loan Trustee in respect thereof) and (ii) the outstanding principal amount of the Equipment Notes secured by such Aircraft after giving effect to any principal payments of such Equipment Notes on or before such Distribution Date. "LTV Ratio" means for the Class G Certificates, 53%, for the Class C Certificates, 62% and for the Class D Certificates, 72%. "Material Adverse Tax Event" has the meaning assigned to such term in Section 17.3(a)(4) of the Lease. "Minimum Sale Price" means, with respect to any Aircraft or the Equipment Notes issued in respect of such Aircraft, at any time, the lesser of (a) 75% of the Appraised Current Market Value of such Aircraft and (b) the aggregate outstanding principal amount of such Equipment Notes, plus accrued and unpaid interest thereon. "Moody's" means Moody's Investors Service, Inc. "New Aircraft" has the meaning ascribed to the term "Aircraft" in the Note Purchase Agreement. "Non-Controlling Party" means, at any time, any of the Trustees, the Liquidity Provider or the Policy Provider which is not the Controlling Party at such time. "Non-Extended Facility" has the meaning assigned to such term in Section 3.6(d). "Non-Extension Drawing" has the meaning assigned to such term in Section 3.6(d). 14 18 "Non-Performing Equipment Note" means an Equipment Note issued pursuant to an Indenture that is not a Performing Equipment Note. "Note Purchase Agreement" means the Note Purchase Agreement dated as of the date hereof, among America West, each Trustee, the Escrow Agent, the Subordination Agent and the Paying Agent. "Notice for Payment" means a Notice of Nonpayment as such term is defined in the Policy. "Notice of Avoided Payment" has the meaning assigned to such term in the Policy. "Officer's Certificate" of any Person means a certification signed by a Responsible Officer of such Person. "Operative Agreements" means this Agreement, the Liquidity Facilities, the Policy, the Policy Provider Agreement, the Indentures, the Trust Agreements, the Purchase Agreement, the Financing Agreements, the Leases, the Fee Letter, the Equipment Notes and the Certificates, together with all exhibits and schedules included with any of the foregoing. "Order" has the meaning assigned to such term in the Policy. "Outstanding" means, when used with respect to each Class of Certificates, as of the date of determination, all Certificates of such Class theretofore authenticated and delivered under the related Trust Agreement, except: (i) Certificates of such Class theretofore canceled by the Registrar (as defined in such Trust Agreement) or delivered to the Trustee thereunder or such Registrar for cancellation; (ii) Certificates of such Class for which money in the full amount required to make the final distribution with respect to such Certificates pursuant to Section 11.01 of such Trust Agreement has been theretofore deposited with the related Trustee in trust for the holders of such Certificates as provided in Section 4.01 of such Trust Agreement pending distribution of such money to such Certificateholders pursuant to such final distribution payment; and (iii) Certificates of such Class in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to such Trust Agreement; provided, however, that in determining whether the holders of the requisite Outstanding amount of such Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Certificates owned by America West or any of its Affiliates shall be disregarded and deemed not to be Outstanding, except that, in determining whether such Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates that such Trustee knows to be so owned shall be so 15 19 disregarded. Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the applicable Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not America West or any of its Affiliates. "Overdue Scheduled Payment" means any Scheduled Payment which is not in fact received by the Subordination Agent within five days after the Scheduled Payment Date relating thereto. "Owned Aircraft" has the meaning assigned to such term in the preliminary statements of this Agreement. "Owned Aircraft Indenture" means, with respect to each Owned Aircraft, the Indenture pertaining to such Aircraft. "Owner Trustee" means, with respect to any Indenture pertaining to a Leased Aircraft, the Owner Trustee (as defined therein) not in its individual capacity but solely as trustee under the related owner trust agreement, together with any successor trustee appointed pursuant to such owner trust agreement. "Participation Agreement" means, with respect to each Indenture, the "Participation Agreement" referred to therein. "Payee" has the meaning assigned to such term in Section 2.4(e). "Paying Agent" means WTC, as paying agent under each Escrow and Paying Agent Agreement, together with its successors in such capacity. "Performing Equipment Note" means an Equipment Note issued pursuant to an Indenture with respect to which no payment default has occurred and is continuing (without giving effect to any Acceleration); provided that in the event of a bankruptcy proceeding under Title 11 of the United States Code (the "Bankruptcy Code") under which America West is a debtor, any payment default existing during the 60-day period under Section 1110(a)(2)(A) of the Bankruptcy Code (or such longer period as may apply under Section 1110(b) of the Bankruptcy Code or as may apply for the cure of such payment default under Section 1110(a)(2)(B) of the Bankruptcy Code) shall not be taken into consideration until the expiration of the applicable period. "Performing Note Deficiency" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "Person" means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof. 16 20 "Policy" means the Ambac Certificate Guarantee Insurance Policy No. AB0455BE, together with the Certificate Guaranty Insurance Policy Endorsement attached thereto, issued as of the Closing Date, as amended, supplemented or otherwise modified from time to time in accordance with its terms. "Policy Account" means the Eligible Deposit Account established by the Subordination Agent pursuant to Section 2.2(a)(iii). "Policy Drawing" means any payment of a claim under the Policy. "Policy Expenses" means all amounts (including amounts in respect of expenses or indemnities) due to the Policy Provider under the Policy Provider Agreement or the Financing Agreements other than (i) the amount of any Excess Reimbursement Obligations, (ii) any Policy Drawing, (iii) any interest accrued on any Policy Provider Obligations and (iv) reimbursement of and interest on the Liquidity Obligations in respect of the Liquidity Facilities paid by the Policy Provider to any Liquidity Provider; provided that if, at the time of determination, a Policy Provider Default exists, Policy Expenses shall not include any indemnity payments owed to the Policy Provider. "Policy Provider" means Ambac Assurance Corporation. "Policy Provider Agreement" means the Insurance and Indemnity Agreement dated as of the date hereof among the Subordination Agent, as agent and trustee for the Class G Trustee, America West and the Policy Provider as amended, supplemented or otherwise modified from time to time in accordance with its terms. "Policy Provider Default" shall mean the occurrence of any of the following events (a) the Policy Provider fails to make a payment required under the Policy in accordance with its terms and such failure remains unremedied for 2 Business Days following the delivery of Written Notice of such failure to the Policy Provider or (b) the Policy Provider (i) files any petition or commences any case or proceeding under any provisions of any federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) makes a general assignment for the benefit of its creditors or (iii) has an order for relief entered against it under any federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization that is final and nonappealable, or (c) a court of competent jurisdiction, the Wisconsin Department of Insurance or another competent regulatory authority enters a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Policy Provider or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Policy Provider (or taking of possession of all or any material portion of the Policy Provider's property). "Policy Provider Election" has the meaning assigned to such term in Section 3.7(c). "Policy Provider Obligations" means all reimbursement and other amounts, including, without limitation, fees and indemnities (to the extent not included in Policy Expenses), due to the Policy Provider under the Policy Provider Agreement but shall not include 17 21 any interest on Policy Drawings except, if the Class G Liquidity Provider has failed to honor any Interest Drawing in accordance with Section 2.02(e) of the Class G Liquidity Facility, interest on any Policy Drawing made to cover the shortfall attributable to such failure in an amount equal to the amount of interest that would have accrued on such Interest Drawing if such Interest Drawing had been made in accordance with Section 2.02(e) of the Class G Liquidity Facility at the interest rate applicable to such Interest Drawing until such Policy Drawing has been repaid in full, up to a maximum of three such Policy Drawings. "Policy Provider Rating" shall mean the respective ratings by each of the Ratings Agencies of the Policy Provider's financial strength in respect of the Policy. "Policy Provider Threshold Rating" shall mean a Policy Provider Rating of Aaa by Moody's and AAA by Standard & Poor's. "Pool Balance" means, with respect to each Trust or the Certificates issued by any Trust, as of any date, (i) the original aggregate face amount of the Certificates of such Trust less (ii) the aggregate amount of all payments made in respect of the Certificates of such Trust or in respect of Deposits relating to such Trust other than payments made in respect of interest or Additional Payment thereon or reimbursement of any costs and expenses in connection therewith. The Pool Balance for each Trust or for the Certificates issued by any Trust as of any Distribution Date shall be computed after giving effect to any special distribution with respect to unused Deposits, payment of principal of the Equipment Notes, payments under the Policy (other than in respect of interest on the Certificates) or payment with respect to other Trust Property held in such Trust and the distribution thereof to be made on that date. "Preference Amount" has the meaning assigned to such term in the Policy. "Prior Funds" means, with respect to any Distribution Date, any amounts received by the Escrow Agent in the Class G Paying Agent Account in respect of accrued interest on the Class G Deposits, any Drawing paid under the Class G Liquidity Facility in respect of interest due on the Class G Certificates on such Distribution Date and any withdrawal of funds from the Class G Cash Collateral Account in respect of such interest. "Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding. "Provider Incumbency Certificate" has the meaning assigned to such term in Section 2.5(c). "Provider Representatives" has the meaning assigned to such term in Section 2.5(c). "PTC Event of Default" means, with respect to each Trust Agreement, the failure to pay within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest due on such Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing, or a withdrawal from the Cash Collateral Account, or in the case of 18 22 the Class G Trust Agreement, a drawing under the Policy, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto). "Purchase Agreement" means the Purchase Agreement dated May 10, 2001 among the Initial Purchasers and America West, relating to the purchase of the Certificates by the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "Rating Agencies" means, collectively, at any time, each nationally recognized rating agency which shall have been requested to rate the Certificates and which shall then be rating the Certificates. The initial Rating Agencies will be Moody's and Standard & Poor's. "Ratings Confirmation" means, with respect to any action proposed to be taken, a written confirmation from each of the Rating Agencies that such action would not result in (i) a reduction of the rating for any Class of Certificates below the then current rating for such Class of Certificates such ratings as determined (without regard to the Policy in respect of the Class G Certificates) or (ii) a withdrawal or suspension of the rating of any Class of Certificates. "Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated as of the date hereof, among the Initial Purchasers, the Trustees and America West, as amended, supplemented or otherwise modified from time to time in accordance with its terms. "Regular Distribution Dates" means each April 2 and October 2, commencing on October 2, 2001; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. "Replacement Liquidity Facility" means, for any Liquidity Facility, an irrevocable revolving credit agreement (or agreements) in substantially the form of the replaced Liquidity Facility, including reinstatement provisions, or in such other form (which may include a letter of credit) as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the related Certificates (before downgrading of such ratings, if any, as a result of the downgrading of the applicable Liquidity Provider and, in the case of the Class G Liquidity Facility only, be consented to by the Policy Provider, which consent shall not be unreasonably withheld or delayed, in a face amount (or in an aggregate face amount) equal to the amount of interest payable on the Certificates of such Trust (at the Stated Interest Rate for such Trust, and without regard to expected future principal payments) on the three Regular Distribution Dates following the date of replacement of such Liquidity Facility and issued by a Person (or Persons) having unsecured short-term debt ratings issued by both Rating Agencies which are equal to or higher than the Threshold Rating. Without limitation of the form that a Replacement Liquidity Facility otherwise may have pursuant to the preceding sentence, a Replacement Liquidity Facility for any Class of Certificates may have a stated expiration date earlier than 15 days after the Final Legal Distribution Date of such Class of Certificates so long as such Replacement Liquidity Facility provides for a Non-Extension Drawing as contemplated by Section 3.6(d) hereof. 19 23 "Replacement Liquidity Provider" means a Person (or Persons) who issues a Replacement Liquidity Facility. "Required Amount" means, with respect to each Liquidity Facility, or the Cash Collateral Account, for any Class, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the related Class of Certificates, that would be payable on such Class of Certificates on each of the three successive Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of such Class of Certificates on such date and without regard to expected future payments of principal on such Class of Certificates. The Pool Balance for purposes of the definition of Required Amount with respect to the Class G Liquidity Facility shall, in the event of any Policy Provider Election, be deemed to be reduced by the amount (if positive) by which (a) the then outstanding principal balance of each Series G Equipment Note in respect of which such Policy Provider Election has been made shall exceed (b) the amount of any Policy Drawings previously paid by the Policy Provider in respect of principal on such Series G Equipment Note. "Responsible Officer" means (i) with respect to the Subordination Agent and each of the Trustees, any officer in the corporate trust administration department of the Subordination Agent or such Trustee or any other officer customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject, (ii) with respect to each Liquidity Provider, any authorized officer of such Liquidity Provider, and (iii) with respect to the Policy Provider, any authorized officer of the Policy Provider. "Scheduled Payment" means, with respect to any Equipment Note, (i) any payment of principal or interest on such Equipment Note (other than an Overdue Scheduled Payment) due from the obligor thereon or (ii) any payment of interest on the corresponding Class of Certificates with funds drawn under any Liquidity Facility or the Policy, which payment represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided that any payment of principal of, Additional Payment, if any, or interest resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment. "Scheduled Payment Date" means, with respect to any Scheduled Payment, the date on which such Scheduled Payment is scheduled to be made. "Section 2.4(b) Fraction" has the meaning assigned to such term in Section 2.4(b). "Series C Equipment Notes" means the 8.37% Series C Equipment Notes issued pursuant to any Indenture by the related Owner Trustee or America West, as the case may be, and authenticated by the Loan Trustee thereunder, and any such Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such Indenture. 20 24 "Series D Equipment Notes" means the Six-Month LIBOR + 3.20% Series D Equipment Notes issued pursuant to any Indenture by the related Owner Trustee or America West, as the case may be, and authenticated by the Loan Trustee thereunder, and any such equipment notes issued in exchange therefor or replacement thereof or re-issued, in each case, pursuant to the terms of such Indenture. "Series G Equipment Notes" means the 7.10% Series G Equipment Notes issued pursuant to any Indenture by the related Owner Trustee or America West, as the case may be, and authenticated by the Loan Trustee thereunder, and any such Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such Indenture. "Six-Month LIBOR" has the meaning assigned to such term in the applicable Indentures. "Special Distribution Date" means with respect to any Special Payment: (i) the date chosen by the Subordination Agent pursuant to Section 2.4(a) for the distribution of such Special Payment in accordance with this Agreement, whether distributed pursuant to Section 2.4 or Section 3.3 hereof or (ii) the date chosen by the Subordination Agent pursuant to Section 3.7(b), 3.7(c) or Section 3.7(e), as the case may be, for the distribution of such Special Payment in accordance with the provisions thereof. "Special Payment" means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate or Collateral. "Special Payments Account" means the Eligible Deposit Account created pursuant to Section 2.2 as a sub-account to the Collection Account. "Standard & Poor's" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. "Stated Amount" with respect to any Liquidity Facility, means the Maximum Commitment (as defined in such Liquidity Facility) of the applicable Liquidity Provider thereunder. "Stated Expiration Date" has the meaning specified in Section 3.6(d). "Stated Interest Rate" means (i) with respect to the Class G Certificates, 7.10% per annum, (ii) with respect to the Class C Certificates, 8.37% per annum and (iii) with respect to the Class D Certificates for each applicable interest period, Six-Month LIBOR for such interest period plus 3.20% per annum, plus, in each case, solely in the event no Registration Event (as defined in the Registration Rights Agreement) occurs on or prior to the 210th day after the Closing Date, an additional margin equal to 0.50% per annum, from and including such 210th day (provided that any such additional margin shall cease to be in effect from and including the earlier of (i) the date on which such Registration Event occurs and (ii) the date on which there ceases to be any Registrable Certificates (as defined in the Registration Rights Agreement)); provided that if the Shelf Registration Statement (as defined in the Registration Rights 21 25 Agreement) ceases to be effective at any time during the period specified by Section 2(b)(B) of the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the Stated Interest Rate shall be increased by 0.50% per annum from the 61st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective (or, if earlier, the end of the period specified by Section 2(b)(B) of the Registration Rights Agreement). "Subordination Agent" has the meaning assigned to it in the preliminary statements to this Agreement. "Subordination Agent Incumbency Certificate" has the meaning assigned to such term in Section 2.5(a). "Subordination Agent Representatives" has the meaning assigned to such term in Section 2.5(a). "Substitute Aircraft" shall have the meaning set forth in the Note Purchase Agreement. "Successor Trusts" means, collectively, America West Airlines Pass Through Trust 2001-1G-S, America West Airlines Pass Through Trust 2001-1C-S and America West Airlines Pass Through Trust 2001-1D-S. "Tax" and "Taxes" mean any and all taxes, levies, duties, tariffs, imposts, and other charges of a similar kind (together with any and all interest, penalties, loss, damage, liability, expense, additions to tax and additional amounts or costs incurred or imposed with respect thereto) imposed or otherwise assessed by the United States of America or by any state, local or foreign government (or any subdivision or agency thereof) or other taxing authority, including, without limitation: taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth; taxes in the nature of excise, withholding, ad valorem, stamp, transfer, non-recoverable value added, taxes on goods and services and gains taxes. "Termination Notice" with respect to any Liquidity Facility has the meaning assigned to such term in such Liquidity Facility. "Threshold Rating" means the short-term unsecured debt rating of P-1 by Moody's and A-1 by Standard & Poor's for each Liquidity Provider. "Transfer" means, with respect to any particular Trust, the transfers contemplated by the Assignment and Assumption Agreement with respect to such Trust. "Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. 22 26 "Triggering Event" means (x) the occurrence of an Indenture Event of Default under all of the Indentures resulting in a PTC Event of Default with respect to the most senior Class of Certificates then Outstanding, (y) the Acceleration of all of the outstanding Equipment Notes (provided that, with respect to the period prior to the Delivery Period Expiry Date, the aggregate principal balance of such Equipment Notes is in excess of $100 million) or (z) the occurrence of an America West Bankruptcy Event. "Trust" means either of the Class G Trust, the Class C Trust or the Class D Trust. "Trust Accounts" has the meaning assigned to such term in Section 2.2(a). "Trust Agreement" means any of the Class G Trust Agreement, the Class C Trust Agreement or the Class D Trust Agreement. "Trust Indenture Estate" has the meaning assigned to such term in the Leased Aircraft Indentures. "Trust Property" with respect to any Trust, has the meaning set forth in the Trust Agreement for such Trust. "Trustee" means any of the Class G Trustee, the Class C Trustee or the Class D Trustee. "Trustee Incumbency Certificate" has the meaning assigned to such term in Section 2.5(b). "Trustee Representatives" has the meaning assigned to such term in Section 2.5(b). "Unindemnified Tax" means (i) any Tax imposed on the net income, net worth or capital, any franchise Tax or similar doing business Tax of the Subordination Agent (other than any such Tax imposed as a result of the Company's assumption of the Equipment Notes pursuant to the purchase of an Aircraft on an EBO Date or a Material Adverse Tax Event, and (ii) any withholding Tax imposed by the United States (including, without limitation, any withholding Tax imposed by the United States which is imposed or increased as a result of the Subordination Agent's failing to deliver to the Company any certificate or document necessary to establish that payments under this Agreement are exempt from withholding Tax). "Written Notice" means, from the Subordination Agent, any Trustee, Liquidity Provider or the Policy Provider, a written instrument executed by the Designated Representative of such Person. An invoice delivered by a Liquidity Provider pursuant to Section 3.1 in accordance with its normal invoicing procedures shall constitute Written Notice under such Section. "WTC" has the meaning assigned to such term in the recital of parties to this Agreement. 23 27 ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY SECTION 2.1. Agreement to Terms of Subordination; Payments from Monies Received Only. (a) Each Trustee hereby acknowledges and agrees to the terms of subordination and distribution set forth in this Agreement in respect of each Class of Certificates and agrees to enforce such provisions and cause all payments in respect of the Equipment Notes and the Liquidity Facilities to be applied in accordance with the terms of this Agreement. In addition, each Trustee hereby agrees to cause the Equipment Notes purchased by the related Trust to be registered in the name of the Subordination Agent or its nominee, as agent and trustee for such Trustee, to be held in trust by the Subordination Agent solely for the purpose of facilitating the enforcement of the subordination and other provisions of this Agreement. (b) Except as otherwise expressly provided in the next succeeding sentence of this Section 2.1, all payments to be made by the Subordination Agent hereunder shall be made only from amounts received by it that constitute Scheduled Payments, Special Payments, payments under Section 9.1 of the Participation Agreements or payments under Sections 6 and 7 of the Note Purchase Agreement, and only to the extent that the Subordination Agent shall have received sufficient income or proceeds therefrom to enable it to make such payments in accordance with the terms hereof. Each of the Trustees and the Subordination Agent hereby agrees and, as provided in each Trust Agreement, each Certificateholder, by its acceptance of a Certificate, each Liquidity Provider, by entering into the Liquidity Facility to which it is a party, and the Policy Provider, by entering into the Policy Provider Agreement, has agreed to look solely to such amounts to the extent available for distribution to it as provided in this Agreement and to the relevant Deposits and that none of the Trustees, Owner Trustees, Loan Trustees, Owner Participants nor the Subordination Agent or WTC is personally liable to any of them for any amounts payable or any liability under this Agreement, any Trust Agreement, any Liquidity Facility, the Policy Provider Agreement or such Certificate, except (in the case of the Subordination Agent) as expressly provided herein or (in the case of the Trustees) as expressly provided in each Trust Agreement or (in the case of the Owner Trustees and the Loan Trustees) as expressly provided in any Operative Agreement. SECTION 2.2. Trust Accounts. (a) Upon the execution of this Agreement, the Subordination Agent shall establish and maintain in its name (i) the Collection Account as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustees, the Certificateholders, the Liquidity Providers and the Policy Provider, (ii) as a sub-account in the Collection Account, the Special Payments Account as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustees, the Certificateholders, the Liquidity Providers and the Policy Provider, and (iii) the Policy Account as an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Class G Trustee and the Class G Certificateholders. The Subordination Agent shall establish and maintain the Cash Collateral Accounts pursuant to and under the circumstances set forth in Section 3.6(f) hereof. Upon such establishment and 24 28 maintenance under Section 3.6(f) hereof, the Cash Collateral Accounts shall, together with the Collection Account, constitute the "Trust Accounts" hereunder. (b) Funds on deposit in the Trust Accounts shall be invested and reinvested by the Subordination Agent in Eligible Investments selected by the Subordination Agent if such investments are reasonably available and have maturities no later than the earlier of (i) 90 days following the date of such investment and (ii) the Business Day immediately preceding the Regular Distribution Date or the date of the related distribution pursuant to Section 2.4 hereof, as the case may be, next following the date of such investment; provided, however, that following the making of a Downgrade Drawing or a Non-Extension Drawing under any Liquidity Facility, the Subordination Agent shall invest and reinvest such amounts in Eligible Investments at the direction of America West (or, if and to the extent so specified to the Subordination Agent by America West with respect to any Liquidity Facility, the Liquidity Provider with respect to such Liquidity Facility); provided further, however, that upon the occurrence and during the continuation of a Triggering Event, the Subordination Agent shall invest and reinvest such amounts in accordance with the written instructions of the Controlling Party. Unless otherwise expressly provided in this Agreement (including, without limitation, with respect to Investment Earnings on amounts on deposit in the Cash Collateral Accounts, Section 3.6(f) hereof), any Investment Earnings shall be deposited in the Collection Account when received by the Subordination Agent and shall be applied by the Subordination Agent in the same manner as the other amounts on deposit in the Collection Account are to be applied and any losses shall be charged against the principal amount invested, in each case net of the Subordination Agent's reasonable fees and expenses in making such investments. The Subordination Agent shall not be liable for any loss resulting from any investment, reinvestment or liquidation required to be made under this Agreement other than by reason of its willful misconduct or gross negligence. Eligible Investments and any other investment required to be made hereunder shall be held to their maturities except that any such investment may be sold (without regard to its maturity) by the Subordination Agent without instructions whenever such sale is necessary to make a distribution required under this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (c) The Subordination Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon, except as otherwise expressly provided herein with respect to Investment Earnings). The Trust Accounts shall be held in trust by the Subordination Agent under the sole dominion and control of the Subordination Agent for the benefit of the Trustees, the Certificateholders, the Liquidity Providers and the Policy Provider, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Subordination Agent shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, to which the Policy Provider and each Rating Agency may consent) establish a new Collection Account, Special Payments Account, Policy Account or Cash Collateral Account, as the case may be, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account, Special Payments Account, Policy Account or Cash Collateral Account, as the case may be. So long as WTC is an Eligible Institution, the Trust Accounts shall be maintained with it as Eligible Deposit Accounts. 25 29 SECTION 2.3. Deposits to the Collection Account and Special Payments Account. (a) The Subordination Agent shall, upon receipt thereof, deposit in the Collection Account all Scheduled Payments received by it (other than any Scheduled Payment which by the express terms hereof is to be deposited to the Policy Account or a Cash Collateral Account). (b) The Subordination Agent shall, on each date when one or more Special Payments are made to the Subordination Agent as holder of the Equipment Notes, deposit in the Special Payments Account the aggregate amount of such Special Payments. SECTION 2.4. Distributions of Special Payments. (a) Notice of Special Payment. Except as provided in Section 2.4(e) below, upon receipt by the Subordination Agent, as registered holder of the Equipment Notes, of any notice of a Special Payment (or, in the absence of any such notice, upon receipt by the Subordination Agent of a Special Payment), the Subordination Agent shall promptly give notice thereof to each Trustee, the Liquidity Providers and the Policy Provider. The Subordination Agent shall promptly calculate the amount of the redemption or purchase of Equipment Notes, the amount of any Overdue Scheduled Payment or the proceeds of Equipment Notes, the Trust Indenture Estate or Collateral, as the case may be, comprising such Special Payment under the applicable Indenture or Indentures and shall promptly send to each Trustee a Written Notice of such amount and the amount allocable to each Trust. Such Written Notice shall also set the distribution date for such Special Payment (a "Special Distribution Date"), which shall be the Business Day which immediately follows the later to occur of (x) the 15th day after the date of such Written Notice or (y) the date the Subordination Agent has received or expects to receive such Special Payment. Amounts on deposit in the Special Payments Account shall be distributed in accordance with Sections 2.4(b) and 2.4(c) hereof, as applicable. (b) Redemptions and Purchases of Equipment Notes. (i) So long as no Triggering Event shall have occurred (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.4(b) of amounts on deposit in the Special Payments Account on account of the redemption, purchase (including, without limitation, a purchase resulting from a sale of the Equipment Notes permitted by Article IV hereof) or prepayment of all (or any series) of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in the following order of priority: first, such amount as shall be required to pay (A) the aggregate amount of all past due Liquidity Expenses and Policy Expenses ("past due amounts") plus (B) the product of (x) the aggregate amount of all accrued and unpaid (but not past due) Liquidity Expenses and Policy Expenses to such Special Distribution Date multiplied by (y) a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes (the "Section 2.4(b) Fraction")("accrued amounts"), shall be distributed to the relevant Liquidity Providers and the Policy Provider first in satisfaction of any past due amounts and then in satisfaction of the accrued amounts, in each case, pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses, owed to each Liquidity Provider and the Policy Provider; 26 30 second, such amount as shall be required to pay (i) (A) all accrued and unpaid interest (including interest accrued and unpaid on any Interest Drawing or any Applied Provider Advance (as defined in any Liquidity Facility)) then in arrears on all Liquidity Obligations plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on all Liquidity Obligations not in arrears to such Special Distribution Date (at the rate provided in the applicable Liquidity Facility) multiplied by (y) the Section 2.4(b) Fraction (in each case determined after application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the applicable Liquidity Provider in respect of any interest on Interest Drawings in accordance with the provisions of Section 2.6(c)), (ii)(A) all accrued and unpaid interest then in arrears on any Policy Drawings made in respect of any shortfall attributable to a failure by the Class G Liquidity Provider to honor an Interest Drawing in respect of the Class G Certificates (as more fully provided in the definition of "Policy Provider Obligations") plus (B) the product of (x) the aggregate amount of all accrued and unpaid interest on such Policy Drawings not in arrears to such Special Distribution Date multiplied by (y) the Section 2.4(b) Fraction, and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the product of (x) the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings multiplied by (y) the Section 2.4(b) Fraction, shall be distributed to the Liquidity Providers and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable under this clause "second" to the Policy Provider; third, such amount as shall be required (i)(A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), to fund such Cash Collateral Account up to its Required Amount shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (i)(A) nor subclause (i)(B) of this clause "third" are applicable, to pay or reimburse the Liquidity Provider in respect of such Liquidity Facility in an amount equal to the product of (x) the amount of any unreimbursed Interest Drawings (net of any and all payments made by the Policy Provider to the Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) under such Liquidity Facility multiplied by (y) the Section 2.4(b) Fraction and (ii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the product of (x) the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility multiplied by (y) the Section 2.4(b) Fraction, shall be distributed to such Liquidity Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Interest Drawings in respect of 27 31 each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (i)(A) or (i)(B) of clause "third" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Liquidity Provider; fifth, if, and only if, Series G Equipment Notes are being redeemed, purchased or prepaid on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class G Certificates on such Special Distribution Date shall be distributed to the Class G Trustee; sixth, such amount as shall be required to pay the Policy Provider all Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first", "second" and "third" of this Section 2.4 and any Excess Reimbursement Obligations) shall be paid to the Policy Provider; seventh, if, and only if, Series C Equipment Notes are being redeemed, purchased or prepaid on such Special Distribution Date, such amount as shall be required to pay in full Expected Distributions to the holders of Class C Certificates on such Special Distribution Date shall be distributed to the Class C Trustee; eighth, such amounts as shall be required to pay any Excess Reimbursement Obligations to the Policy Provider; ninth, if, and only if, Series D Equipment Notes are being redeemed, purchased or prepaid on such Special Distribution Date, such amounts as shall be required to pay in full Expected Distributions to the holders of the Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee; and tenth, the balance, if any, of such Special Payment shall be transferred to the Collection Account for distribution in accordance with Section 3.2 hereof. For the purposes of this Section 2.4(b)(i), clause (x) of the definition of "Expected Distributions" shall be deemed to read as follows: "(x) accrued, due and unpaid interest on such Certificates together with (without duplication) accrued and unpaid interest on a portion of such Certificates equal to the outstanding principal amount of the Equipment Notes held in such Trust and being redeemed, purchased or prepaid (immediately prior to such redemption, purchase or prepayment), in each case excluding interest, if any, payable with respect to the Deposits related to such Trust". (ii) Upon and after the occurrence of a Triggering Event (whether or not continuing), the Subordination Agent shall make distributions pursuant to this Section 2.4(b) of 28 32 amounts on deposit in the Special Payments Account on account of the redemption or purchase of all of the Equipment Notes issued pursuant to an Indenture on the Special Distribution Date for such Special Payment in accordance with Section 3.3 hereof. (c) Other Special Payments. Except as provided in clause (e) below, any amounts on deposit in the Special Payments Account other than in respect of amounts to be distributed pursuant to Section 2.4(b) shall be distributed on the Special Distribution Date therefor in accordance with Article III hereof. (d) Investment of Amounts in Special Payments Account. Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be. (e) Certain Payments. Except as otherwise provided in Section 2.4(b), 3.2 or 3.3 (as the case may be), the Subordination Agent will distribute promptly upon receipt thereof (i) any indemnity payment or expense reimbursement received by it from the Owner Participant, the Owner Trustee or America West in respect of any Trustee, any Liquidity Provider, any Policy Provider, any Paying Agent, any Depositary or any Escrow Agent (collectively, the "Payees") and (ii) any compensation received by it from the Owner Participant, the Owner Trustee or America West under any Operative Agreement in respect of any Payee, directly to the Payee entitled thereto. SECTION 2.5. Designated Representatives. (a) With the delivery of this Agreement, the Subordination Agent shall furnish to each Liquidity Provider, the Policy Provider and each Trustee, and from time to time thereafter may furnish to each Liquidity Provider, the Policy Provider and each Trustee, at the Subordination Agent's discretion, or upon any Liquidity Provider's, the Policy Provider's or Trustee's request (which request shall not be made more than one time in any 12-month period), a certificate (a "Subordination Agent Incumbency Certificate") of a Responsible Officer of the Subordination Agent certifying as to the incumbency and specimen signatures of the officers of the Subordination Agent and the attorney-in-fact and agents of the Subordination Agent (the "Subordination Agent Representatives") authorized to give Written Notices on behalf of the Subordination Agent hereunder. Until each Liquidity Provider, the Policy Provider and Trustee receives a subsequent Subordination Agent Incumbency Certificate, it shall be entitled to rely on the last Subordination Agent Incumbency Certificate delivered to it hereunder. (b) With the delivery of this Agreement, each Trustee shall furnish to the Subordination Agent, and from time to time thereafter may furnish to the Subordination Agent, at such Trustee's discretion, or upon the Subordination Agent's request (which request shall not be made more than one time in any 12-month period), a certificate (a "Trustee Incumbency Certificate") of a Responsible Officer of such Trustee certifying as to the incumbency and specimen signatures of the officers of such Trustee and the attorney-in-fact and agents of such Trustee (the "Trustee Representatives") authorized to give Written Notices on behalf of such Trustee hereunder. Until the Subordination Agent receives a subsequent Trustee Incumbency Certificate, it shall be entitled to rely on the last Trustee Incumbency Certificate delivered to it hereunder. 29 33 (c) With the delivery of this Agreement, each Liquidity Provider and the Policy Provider shall furnish to the Subordination Agent, and from time to time thereafter may furnish to the Subordination Agent, at such Liquidity Provider's or Policy Provider's discretion, or upon the Subordination Agent's request (which request shall not be made more than one time in any 12-month period), a certificate (each a "Provider Incumbency Certificate") of any Responsible Officer of such Liquidity Provider or Policy Provider certifying as to the incumbency and specimen signatures of any officer, attorney-in-fact, agent or other designated representative of such Liquidity Provider or Policy Provider (in each case the "Provider Representatives" and, together with the Subordination Agent Representatives and the Trustee Representatives, the "Designated Representatives") authorized to give Written Notices on behalf of such Liquidity Provider or Policy Provider hereunder. Until the Subordination Agent receives a subsequent Provider Incumbency Certificate, it shall be entitled to rely on the last Provider Incumbency Certificate delivered to it hereunder by the relevant Liquidity Provider or the Policy Provider. SECTION 2.6. Controlling Party. (a) Except as provided in Section 2.6(c) and 9.1(b) hereof, the Trustees, the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed by the Controlling Party. (b) The Person who shall be the "Controlling Party" with respect to any Indenture shall be: (x) the Policy Provider until the Final Distribution on the Class G Certificates has been made and no Policy Provider Obligations remain outstanding, or, if any Policy Provider Default shall have occurred and be continuing, the Class G Trustee until the payment of the Final Distribution to the holders of the Class G Certificates, and thereafter, (y) the Class C Trustee, until the Final Distribution on the Class C Certificates has been made, and thereafter, (z) the Class D Trustee; provided, that if the Policy Provider makes a payment in full on a Policy Drawing in respect of a Preference Amount after the payment of the Final Distributions to the Class G Certificateholders, so long as no Policy Provider Default has occurred and is continuing, the Policy Provider will be the Controlling Party until no Policy Provider Obligations remain outstanding, and thereafter, the Class C Trustee until the Final Distribution on the Class C Certificates has been made, and thereafter, the Class D Trustee. For purposes of giving effect to the foregoing provisions of Section 2.6(a) above and this Section 2.6(b), the Trustees (other than the Controlling Party) irrevocably agree (and the Certificateholders (other than the Certificateholders represented by the Controlling Party) shall be deemed to agree by virtue of their purchase of Certificates) that the Subordination Agent, as record holder of the Equipment Notes, shall exercise its voting rights in respect of the Equipment Notes as directed by the Controlling Party and any vote so exercised shall be binding upon the Trustees and all Certificateholders. The Subordination Agent shall give written notice to all of the other parties to this Agreement promptly upon a change in the identity of the Controlling Party. Each of the parties hereto agrees that it shall not exercise any of the rights of the Controlling Party at such time as it is not the Controlling Party hereunder; provided, however, that nothing herein contained shall prevent or prohibit any Non-Controlling Party from exercising such rights as shall be specifically granted to such Non-Controlling Party hereunder and under the other Operative Agreements. 30 34 (c) Notwithstanding the foregoing, at any time after 18 months from the earliest to occur of (i) the date on which the entire Available Amount under any Liquidity Facility shall have been drawn (for any reason other than a Downgrade Drawing or a Non-Extension Drawing) and remain unreimbursed, (ii) the date on which the entire amount of any Downgrade Drawing or Non-Extension Drawing under any Liquidity Facility shall have become and remain "Applied Downgrade Advances" or "Applied Non-Extension Advances", as the case may be, under and as defined in such Liquidity Facility and (iii) the date on which all Equipment Notes shall have been Accelerated (provided that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance of in excess of $100 million), the Liquidity Provider with the highest outstanding amount of Liquidity Obligations owed to it (so long as such Liquidity Provider has not defaulted in its obligation to make any Drawing under any Liquidity Facility) shall have the right to elect, by Written Notice to the Subordination Agent, the Policy Provider and each of the Trustees, to become the Controlling Party hereunder with respect to any Indenture at any time from and including the last day of such 18-month period; provided, however, that if within 15 Business Days after its receipt of any such written notice from such Liquidity Provider the Policy Provider pays to the Class G Liquidity Provider and the Class C Liquidity Provider all outstanding Drawings under each Liquidity Facility together with accrued interest thereof (as so determined) in respect of the Class G Liquidity Facility and the Class C Liquidity Facility, respectively, then, the Policy Provider rather than such Liquidity Provider shall be the Controlling Party so long as no Policy Provider Default has occurred and is continuing (otherwise such Liquidity Provider, if it so elects and if Liquidity Obligations owing to it remain outstanding, or, if it does not so elect or if no such Liquidity Obligations remain outstanding, the Class G Trustee, shall become the Controlling Party). (d) The exercise of remedies by the Controlling Party under this Agreement shall be expressly limited by Section 4.1(a)(ii) hereof. (e) The Controlling Party shall not be entitled to require or obligate any Non-Controlling Party to provide funds necessary to exercise any right or remedy hereunder. ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED SECTION 3.1. Written Notice of Distribution. (a) No later than 3:00 P.M. (New York City time) on the Business Day immediately preceding each Regular Distribution Date (or Special Distribution Date for purposes of Section 2.4(b) hereof, as the case may be), each of the following Persons shall deliver to the Subordination Agent a Written Notice setting forth the following information as at the close of business on such Business Day: (i) With respect to the Class G Certificates, the Class G Trustee shall separately set forth the amounts to be paid in accordance with clause "fifth" of Section 3.2 or 2.4(b), as the case may be, hereof; 31 35 (ii) With respect to the Class C Certificates, the Class C Trustee shall separately set forth the amounts to be paid in accordance with clause "seventh" of Section 2.4(b) or 3.2, as the case may be, hereof; (iii) With respect to the Class D Certificates, the Class D Trustee shall separately set forth the amounts to be paid in accordance with clause "ninth" of Section 2.4(b) or 3.2, as the case may be, hereof; (iv) With respect to each Liquidity Facility, the Liquidity Provider thereunder shall separately set forth the amounts to be paid to it in accordance with clauses "first", "second", "third" and "fourth" of Section 3.2 or 2.4(b), as the case may be, hereof; (v) The Policy Provider shall set forth the amounts to be paid to it in accordance with clauses "first", "second", "third", "sixth" and "eighth" of Section 3.2 or 2.4(b), as the case may be, hereof; and (vi) Each Trustee shall set forth the amounts to be paid in accordance with clause "ninth" of Section 3.2 hereof. The notices required under this Section 3.1(a) may be in the form of a schedule or similar document provided to the Subordination Agent by the parties referenced therein or by any one of them, which schedule or similar document may state that, unless there has been a prepayment of the Certificates, such schedule or similar document is to remain in effect until any substitute notice or amendment shall be given to the Subordination Agent by the party providing such notice. (b) Following the occurrence of a Triggering Event, the Subordination Agent shall request the following information from the following Persons, and each of the following Persons shall, upon the request of the Subordination Agent, deliver a Written Notice to the Subordination Agent setting forth for such Person the following information: (i) With respect to the Class G Certificates, the Class G Trustee shall separately set forth the amounts to be paid in accordance with clauses "first" (to reimburse payments made by the Class G Certificateholders pursuant to subclause (iv) of clause "first" and subclauses (ii) and (iii) of clause "sixth" of Section 3.3 hereof) and "seventh" of Section 3.3 hereof; (ii) With respect to the Class C Certificates, the Class C Trustee shall separately set forth the amounts to be paid in accordance with clauses "first" and "sixth" (to reimburse payments made by the Class C Certificateholders pursuant to subclause (iv) of clause "first" and subclauses (ii) and (iii) of clause "sixth" of Section 3.3 hereof) and "ninth" of Section 3.3 hereof; (iii) With respect to the Class D Certificates, the Class D Trustee shall separately set forth the amounts to be paid in accordance with clauses "first" and "sixth" (to reimburse payments made by the Class D Certificateholders pursuant to subclause (iv) 32 36 of clause "first" and subclauses (ii) and (iii) of clause "sixth" of Section 3.2 hereof) and clause "eleventh" of Section 3.3 hereof; (iv) With respect to each Liquidity Facility, the Liquidity Provider thereunder shall separately set forth the amounts to be paid to it in accordance with subclause (iv) of clause "first" of Section 3.3 hereof, subclause (i) of clause "second" and clauses "third", "fourth" and "fifth" of Section 3.3 hereof; (v) The Policy Provider shall separately set forth amounts to be paid to it in accordance with subclauses (iii) and (iv) of clause "first" of Section 3.3 hereof, subclause (ii) of clause "second", subclauses (ii) and (iii) of clause "third", subclause (ii) of clause "fourth", clause "eighth" and clause "tenth" of Section 3.3 hereof; and (vi) Each Trustee shall set forth the amounts to be paid in accordance with clause "sixth" of Section 3.3 hereof. (c) At such time as a Trustee, a Liquidity Provider or the Policy Provider shall have received all amounts owing to it (and, in the case of a Trustee, the Certificateholders for which it is acting) pursuant to Section 2.4, 3.2, 3.3 or 3.7 hereof, as applicable, and, in the case of a Liquidity Provider or the Policy Provider, its commitment or obligations under the related Liquidity Facility or the Policy, as the case may be, shall have terminated or expired, such Person shall, by a Written Notice, so inform the Subordination Agent and each other party to this Agreement. (d) As provided in Section 6.5 hereof, the Subordination Agent shall be fully protected in relying on any of the information set forth in a Written Notice provided by any Trustee, any Liquidity Provider or the Policy Provider pursuant to paragraphs (a) through (c) above and shall have no independent obligation to verify, calculate or recalculate any amount set forth in any Written Notice delivered in accordance with such paragraphs. (e) Any Written Notice delivered by a Trustee, a Liquidity Provider, the Policy Provider or the Subordination Agent, as applicable, pursuant to Section 3.1(a), 3.1(b), 3.1(c) or 3.7 hereof, if made prior to 10:00 A.M. (New York City time) on any Business Day shall be effective on the date delivered (or if delivered later on a Business Day or if delivered on a day which is not a Business Day shall be effective as of the next Business Day). Subject to the terms of this Agreement, the Subordination Agent shall as promptly as practicable comply with any such instructions; provided, however, that any transfer of funds pursuant to any instruction received after 10:00 A.M. (New York City time) on any Business Day may be made on the next succeeding Business Day. (f) In the event the Subordination Agent shall not receive from any Person any information set forth in paragraph (a) or (b) above which is required to enable the Subordination Agent to make a distribution to such Person pursuant to Section 2.4(b), 3.2 or 3.3 hereof, the Subordination Agent shall request such information and, failing to receive any such information, the Subordination Agent shall not make such distribution(s) to such Person. In such event, the Subordination Agent shall make distributions pursuant to clauses "first" through "ninth" of Section 2.4(b), clauses "first" through "tenth" of Section 3.2 and clauses "first" 33 37 through "eleventh" of Section 3.3 to the extent it shall have sufficient information to enable it to make such distributions, and shall continue to hold any funds remaining, after making such distributions, until the Subordination Agent shall receive all necessary information to enable it to distribute any funds so withheld. (g) On such dates (but not more frequently than monthly) as any Liquidity Provider, the Policy Provider or any Trustee shall request, but in any event automatically at the end of each calendar quarter, the Subordination Agent shall send to such party a written statement reflecting all amounts on deposit with the Subordination Agent pursuant to Section 3.1(f) hereof. SECTION 3.2. Distribution of Amounts on Deposit in the Collection Account. Except as otherwise provided in Sections 2.4, 3.1(f), 3.3, 3.4 and 3.6(b), amounts on deposit in the Collection Account (or, in the case of any amount described in Section 2.4(c), on deposit in the Special Payments Account) shall be promptly distributed on each Regular Distribution Date (or, in the case of any amount described in Section 2.4(c), on the Special Distribution Date thereof) in the following order of priority and in accordance with the information provided to the Subordination Agent pursuant to Section 3.1(a) hereof: first, such amount as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; second, such amount as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the Liquidity Provider in respect of any interest on Interest Drawings in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by the Liquidity Provider to honor any Interest Drawing in respect of the Class G Certificates (as more fully provided in the definition of "Policy Provider Obligations") and (iii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Providers and the Policy Provider, pro rata on the basis of the amount of such Liquidity Obligations owed to each Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "second" to the Policy Provider; third, such amount as shall be required (i)(A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), to fund such Cash Collateral Account up to its Required Amount shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended 34 38 Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (i)(A) nor subclause (i)(B) of this clause "third" is applicable, to pay or reimburse the Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the Liquidity Provider with respect to the principal of any Interest Drawing under such Liquidity Facility) then due under such Liquidity Facility (other than amounts payable pursuant to clause "first" or "second" of this Section 3.2), and (ii) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (i)(A) or (i)(B) of clause "third" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class, pro rata on the basis of such amounts in respect of each Liquidity Provider; fifth, such amount as shall be required to pay in full Expected Distributions to the holders of the Class G Certificates on such Distribution Date shall be distributed to the Class G Trustee; sixth, such amount as shall be required to pay the Policy Provider all Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first", "second" and "third" of this Section 3.2 and Excess Reimbursement Obligations) shall be paid to the Policy Provider; seventh, such amount as shall be required to pay in full Expected Distributions to the holders of the Class C Certificates on such Distribution Date shall be distributed to the Class C Trustee; eighth, such amount as shall be required to pay in full any Excess Reimbursement Obligations shall be distributed to the Policy Provider; ninth, such amount as shall be required to pay in full Expected Distributions to the holders of the Class D Certificates on such Distribution Date shall be distributed to the Class D Trustee; 35 39 tenth, such amount as shall be required to pay in full the aggregate unpaid amount of fees and expenses payable as of such Distribution Date to the Subordination Agent and each Trustee pursuant to the terms of this Agreement and the Trust Agreements, as the case may be, shall be distributed to the Subordination Agent and such Trustee; and eleventh, the balance, if any, of any such amount remaining thereafter shall be held in the Collection Account for later distribution in accordance with this Article III. SECTION 3.3. Distribution of Amounts on Deposit Following a Triggering Event. Except as otherwise provided in Sections 3.1(f), 3.6(b) and 3.6(k) hereof, upon the occurrence of a Triggering Event and at all times thereafter, all funds in the Collection Account or the Special Payments Account shall be promptly distributed (and, in any event, on each Interest Payment Date) by the Subordination Agent in the following order of priority: first, such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) in the protection of, or the realization of the value of, the Equipment Notes or any Collateral or Trust Indenture Estate, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) each Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) the Policy Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be distributed to the Policy Provider, and (iv) any Liquidity Provider, the Policy Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above, shall be distributed to such Liquidity Provider, the Policy Provider or to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iv) above; second, such amount remaining as shall be required to pay (i) all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii) all accrued and unpaid Policy Expenses owed to the Policy Provider, shall be distributed to each Liquidity Provider and the Policy Provider pro rata on the basis of the amount of Liquidity Expenses and Policy Expenses owed to each Liquidity Provider and the Policy Provider; third, such amount remaining as shall be required to pay (i) the aggregate amount of interest accrued and unpaid on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) (determined after the application of the proceeds of any Excess Interest Policy Drawing or other payment by the Policy Provider to the Liquidity Provider in accordance with the provisions of Section 2.6(c)), (ii) the aggregate amount of interest accrued and unpaid on any Policy Drawings made in respect of any shortfall attributable to a failure by the Liquidity Provider to honor any Interest Drawing in respect of the Class G Certificates (as more fully provided in the definition of "Policy Provider Obligations") and (iii) if the Policy Provider has elected pursuant to the 36 40 proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider attributable to interest accrued on such Drawings, shall be distributed to the Liquidity Provider and the Policy Provider pro rata on the basis of the amount of such Liquidity Obligations owed to Liquidity Provider and the amount of such Policy Provider Obligations payable under this clause "third" to the Policy Provider; fourth, such amount remaining as shall be required (I)(A) if any Cash Collateral Account had been previously funded as provided in Section 3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (A)(i) above is applicable) shall be deposited in such Cash Collateral Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to such Cash Collateral Account's Required Amount (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (B)(i) above is applicable) shall be deposited in such Cash Collateral Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are applicable, to pay in full the outstanding amount of all Liquidity Obligations (net of any and all payments made by the Policy Provider to the Liquidity Provider) then due under such Liquidity Facility (other than amounts payable pursuant to clause "second" or "third" of this Section 3.3) and (II) if the Policy Provider has elected pursuant to the proviso to Section 2.6(c) to pay to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, the amount of such payment made to such Liquidity Provider in respect of principal of Drawings under such Liquidity Facility, shall be distributed to such Liquidity Provider and the Policy Provider, pro rata on the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity Obligations in respect of each Liquidity Provider and the amount of such unreimbursed Policy Provider Obligations payable under this clause "fourth" to the Policy Provider; fifth, if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (I)(A) or (I)(B) of clause "fourth" above, then the Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity Facility over (y) the Required Amount for the relevant Class (less the amount of any repayments of Interest Drawings under such Liquidity Facility while subclause (I)(A)(i) or (I)(B)(i), as the case may be, of clause "fourth" above is applicable), pro rata on the basis of such amounts in respect of each Liquidity Provider; 37 41 sixth, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Unindemnified Taxes), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Unindemnified Taxes), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses (i) through (iii) above; seventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class G Certificates shall be distributed to the Class G Trustee; eighth, such amount as shall be required to pay to the Policy Provider all Policy Provider Obligations then due to the Policy Provider under the Policy Provider Agreement (other than amounts payable pursuant to clauses "first", "second", "third" and "fourth" of this Section 3.3 and Excess Reimbursement Obligations) shall be paid to the Policy Provider; ninth, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class C Certificates shall be distributed to the Class C Trustee; tenth, such amount remaining as shall be required to pay in full any Excess Reimbursement Obligations shall be distributed to the Policy Provider; and eleventh, such amount remaining as shall be required to pay in full Adjusted Expected Distributions on the Class D Certificates shall be distributed to the Class D Trustee. SECTION 3.4. Other Payments. (a) Any payments received by the Subordination Agent for which no provision as to the application thereof is made in this Agreement shall be distributed by the Subordination Agent (i) in the order of priority specified in Section 3.3 hereof and (ii) to the extent received or realized at any time after the Final Distributions for each Class of Certificates have been made, in the manner provided in clause "first" of Section 3.3 hereof. (b) Except as otherwise provided in Section 3.3 hereof, if the Subordination Agent receives any Scheduled Payment after the Scheduled Payment Date relating thereto, but prior to such payment becoming an Overdue Scheduled Payment, then the Subordination Agent shall deposit such Scheduled Payment in the Collection Account and promptly distribute such Scheduled Payment in accordance with the priority of distributions set forth in Section 3.2 hereof; provided that, for the purposes of this Section 3.4(b) only, each reference in clause 38 42 "ninth" of Section 3.2 to "Distribution Date" shall be deemed to mean the actual date of payment of such Scheduled Payment and each reference in clause "fifth" or "seventh" of Section 3.2 to "Distribution Date" shall be deemed to refer to such Scheduled Payment Date. SECTION 3.5. Payments to the Trustees, Liquidity Providers and Policy Provider. Any amounts distributed hereunder to any Liquidity Provider or the Policy Provider shall be paid to such Liquidity Provider or Policy Provider by wire transfer of funds to the address such Liquidity Provider or Policy Provider shall provide to the Subordination Agent. The Subordination Agent shall provide a Written Notice of any such transfer to the applicable Liquidity Provider or Policy Provider, as the case may be, at the time of such transfer. Any amounts distributed hereunder by the Subordination Agent to any Trustee which shall not be the same institution as the Subordination Agent shall be paid to such Trustee by wire transfer funds at the address such Trustee shall provide to the Subordination Agent. SECTION 3.6. Liquidity Facilities. (a) Interest Drawings. If on any Distribution Date, after giving effect to the subordination provisions of this Agreement, the Subordination Agent shall not have sufficient funds for the payment of any amounts due and owing in respect of accrued interest on the Class G Certificates or the Class C Certificates (at the Stated Interest Rate for such Class of Certificates), then, prior to 10:00 a.m. (New York City time) on such Distribution Date, the Subordination Agent shall request a drawing (each such drawing, an "Interest Drawing") under the Liquidity Facility with respect to such Class of Certificates (and concurrently with the making of such request, the Subordination Agent shall give notice to the Policy Provider of such insufficiency of funds) in an amount equal to the lesser of (i) an amount sufficient to pay the amount of such accrued interest (at the Stated Interest Rate for such Class of Certificates) and (ii) the Available Amount under such Liquidity Facility, and shall pay such amount to the Trustee with respect to such Class of Certificates in payment of such accrued interest. (b) Application of Interest Drawings. Notwithstanding anything to the contrary contained in this Agreement, (i) all payments received by the Subordination Agent in respect of an Interest Drawing under the Class G Liquidity Facility and all amounts withdrawn by the Subordination Agent from the Class G Cash Collateral Account, and payable in each case to the Class G Trustee on behalf of the Class G Certificateholders, shall be promptly distributed to the Class G Trustee, and (ii) all payments received by the Subordination Agent in respect of an Interest Drawing under the Class C Liquidity Facility and all amounts withdrawn by the Subordination Agent from the Class C Cash Collateral Account, and payable in each case to the Class C Trustee on behalf of the Class C Certificateholders, shall be promptly distributed to the Class C Trustee, except that if after any Distribution Date the Subordination Agent shall receive any amount in respect of an Interest Drawing under the Class G Liquidity Facility or a withdrawal from the Class G Cash Collateral Account to pay Accrued Class G Interest after such Accrued Class G Interest has been fully paid by a Policy Drawing under the Policy, such amounts shall be paid directly to the Policy Provider as reimbursement of such Policy Drawing rather than to the Class G Trustee on behalf of the Class G Certificateholders and shall constitute an Interest Drawing under the Class G Liquidity Facility or a withdrawal from the Class G Cash Collateral Account, as the case may be, hereunder. 39 43 (c) Downgrade Drawings. If at any time the short-term unsecured debt rating of any Liquidity Provider, issued by either Rating Agency is lower than the applicable Threshold Rating, within 10 days after such downgrading (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or America West may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th day (or if such day is not a Business Day, on the next succeeding Business Day) (or, if earlier, the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.6(f) hereof. The applicable Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to such Liquidity Provider. (d) Non-Extension Drawings. If any Liquidity Facility with respect to the Class G Certificates or Class C Certificates is scheduled to expire on a date (the "Stated Expiration Date") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then, no earlier than the 60th day and no later than the 40th day prior to the then Stated Expiration Date, the Subordination Agent shall request that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after such Final Legal Distribution Date and (ii) the date that is 364 days after the Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the Liquidity Provider has received such request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If on or before such 25th day, the Liquidity Provider does not irrevocably and unconditionally advise the Subordination Agent on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (and such Liquidity Facility shall not have been replaced in accordance with Section 3.6(e) hereof), such Stated Expiration Date shall not be extended and the Subordination Agent shall, on such 25th day (or as soon as possible thereafter), in accordance with the terms of the expiring Liquidity Facility (a "Non-Extended Facility"), request a drawing under such expiring Liquidity Facility (such drawing, a "Non-Extension Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.6(f) hereof. (e) Issuance of Replacement Liquidity Facility. (i) At any time, America West may, at its option, with cause or without cause, arrange for a Replacement Liquidity Facility to replace any Liquidity Facility for the Class G Certificates or Class C Certificates (including any Replacement Liquidity Facility provided pursuant to Section 3.6(e)(ii) hereof); provided, however, that the initial Liquidity Provider for any Liquidity Facility shall not be replaced by America West as a Liquidity Provider with respect to such Liquidity Facility prior to the fifth anniversary of the Closing Date unless (A) there shall have become due to such initial Liquidity Provider, or such initial Liquidity Provider shall have demanded, amounts pursuant to 40 44 Section 3.01, 3.02 or 3.03 of any applicable Liquidity Facility and the replacement of such initial Liquidity Provider would reduce or eliminate the obligation to pay such amounts or America West determines in good faith that there is a substantial likelihood that such initial Liquidity Provider will have the right to claim any such amounts (unless such initial Liquidity Provider waives, in writing, any right it may have to claim such amounts), which determination shall be set forth in a certificate delivered by America West to such initial Liquidity Provider setting forth the basis for such determination and accompanied by an opinion of outside counsel selected by America West and reasonably acceptable to such initial Liquidity Provider verifying the legal conclusions, if any, of such certificate relating to such basis, provided that, in the case of any likely claim for such amounts based upon any proposed, or proposed change in, law, rule, regulation, interpretation, directive, requirement, request or administrative practice, such opinion may assume the adoption or promulgation of such proposed matter, (B) it shall become unlawful or impossible for such initial Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances as described in Section 3.10 of any Liquidity Facility, (C) any Liquidity Facility of such initial Liquidity Provider shall become a Downgraded Facility or a Non-Extended Facility or a Downgrade Drawing or a Non-Extension Drawing shall have occurred under any Liquidity Facility of such initial Liquidity Provider or (D) such initial Liquidity Provider shall have breached any of its payment (including, without limitation, funding) obligations under any Liquidity Facility in respect of which it is the Liquidity Provider. If such Replacement Liquidity Facility is provided at any time after a Downgrade Drawing or Non-Extension Drawing has been made, all funds on deposit in the relevant Cash Collateral Account will be returned to the Liquidity Provider being replaced. (ii) If any Liquidity Provider shall determine not to extend any of its Liquidity Facilities in accordance with Section 3.6(d), then such Liquidity Provider may, at its option, arrange for a Replacement Liquidity Facility to replace such Liquidity Facility during the period no earlier than 40 days and no later than 25 days prior to the then effective Stated Expiration Date of such Liquidity Facility. At any time after a Non-Extension Drawing has been made under any Liquidity Facility, the Liquidity Provider thereunder may, at its option, arrange for a Replacement Liquidity Facility to replace the Liquidity Facility under which such Non-Extension Drawing has been made. (iii) No Replacement Liquidity Facility arranged by America West or a Liquidity Provider in accordance with clause (i) or (ii) above or pursuant to Section 3.6(c), respectively, shall become effective and no such Replacement Liquidity Facility shall be deemed a "Liquidity Facility" under the Operative Agreements, unless and until (A) each of the conditions referred to in sub-clauses (iv)(x) and (z) below shall have been satisfied and (B) in the case of a Replacement Liquidity Facility arranged by a Liquidity Provider under Section 3.6(e)(ii) or pursuant to Section 3.6(c), such Replacement Liquidity Facility is acceptable to America West. (iv) In connection with the issuance of each Replacement Liquidity Facility, the Subordination Agent shall (x) prior to the issuance of such Replacement Liquidity Facility, obtain written confirmation from each Rating Agency that such Replacement Liquidity Facility will not cause a reduction of any rating then in effect for any Class of Certificates by such Rating Agency (without regard to any downgrading of any rating of any Liquidity Provider being replaced pursuant to Section 3.6(c) hereof and without 41 45 regard to the Policy) and, in the case of the Class G Liquidity Facility only, the written consent of the Policy Provider (which consent shall not be unreasonably withheld or delayed), (y) pay all Liquidity Obligations then owing to the replaced Liquidity Provider (which payment shall be made first from available funds in the applicable Cash Collateral Account as described in clause (vii) of Section 3.6(f) hereof, and thereafter from any other available source, including, without limitation, a drawing under the Replacement Liquidity Facility) and (z) cause the issuer of the Replacement Liquidity Facility to deliver the Replacement Liquidity Facility to the Subordination Agent, together with a legal opinion opining that such Replacement Liquidity Facility is an enforceable obligation of such Replacement Liquidity Provider. (v) Upon satisfaction of the conditions set forth in clauses (iii) and (iv) of this Section 3.6(e) with respect to a Replacement Liquidity Facility, (w) the replaced Liquidity Facility shall terminate, (x) the Subordination Agent shall, if and to the extent so requested by America West or the Liquidity Provider being replaced, execute and deliver any certificate or other instrument required in order to terminate the replaced Liquidity Facility, shall surrender the replaced Liquidity Facility to the Liquidity Provider being replaced and shall execute and deliver the Replacement Liquidity Facility and any associated Fee Letter, (y) each of the parties hereto shall enter into any amendments to this Agreement necessary to give effect to (1) the replacement of the applicable Liquidity Provider with the applicable Replacement Liquidity Provider and (2) the replacement of the applicable Liquidity Facility with the applicable Replacement Liquidity Facility and (z) the applicable Replacement Liquidity Provider shall be deemed to be a Liquidity Provider with the rights and obligations of a Liquidity Provider hereunder and under the other Operative Agreements and such Replacement Liquidity Facility shall be deemed to be a Liquidity Facility hereunder and under the other Operative Agreements. (f) Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in the Class G Cash Collateral Account or the Class C Cash Collateral Account pursuant to subclause (A) or (B) of clause "third" of Section 2.4(b)(i), subclause (A) or (B) of clause "third" of Section 3.2 or subclause (A) or (B) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring as contemplated in Section 2.4(b) hereof prior to the occurrence of a Triggering Event (a "Special Payment Withdrawal"), on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Payment Withdrawal, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Payment Withdrawal, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2 or 3.3 (as applicable). The Subordination Agent shall deliver a written statement to America West, the Policy Provider and 42 46 the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows: (i) on each Distribution Date, the Subordination Agent shall, to the extent it shall not have received funds to pay accrued and unpaid interest due and owing on the Class G Certificates (at the Stated Interest Rate for the Class G Certificates) from any other source, withdraw from the Class G Cash Collateral Account, and pay to the Class G Trustee, an amount equal to the lesser of (x) an amount necessary to pay accrued and unpaid interest (at the Stated Interest Rate for the Class G Certificates) on such Class G Certificates and (y) the amount on deposit in the Class G Cash Collateral Account; (ii) on each Distribution Date, the Subordination Agent shall, to the extent it shall not have received funds to pay accrued and unpaid interest due and owing on the Class C Certificates (at the Stated Interest Rate for the Class C Certificates) from any other source, withdraw from the Class C Cash Collateral Account, and pay to the Class C Trustee, an amount equal to the lesser of (x) an amount necessary to pay accrued and unpaid interest (at the Stated Interest Rate for the Class C Certificates) on such Class C Certificates and (y) the amount on deposit in the Class C Cash Collateral Account; (iii) on each date on which the Pool Balance of the Class G Trust shall have been reduced by payments made to the Class G Certificateholders pursuant to Section 2.4, 3.2 or 3.3 hereof or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the Subordination Agent shall withdraw from the Class G Cash Collateral Account such amount as is necessary so that, after giving effect to the reduction of the Pool Balance on such date and any transfer of Investment Earnings from such Cash Collateral Account to the Collection Account or the Special Payments Account on such date, an amount equal to the sum of the Required Amount (with respect to the Class G Liquidity Facility) plus (if on a Special Distribution Date not coinciding with an Interest Payment Date) Investment Earnings on deposit in such Cash Collateral Account will be on deposit in the Class G Cash Collateral Account and shall first, pay such withdrawn amount to the Class G Liquidity Provider until the Liquidity Obligations (with respect to the Class G Certificates) owing to such Liquidity Provider shall have been paid in full, and second, deposit any remaining withdrawn amount in the Collection Account; (iv) on each date on which the Pool Balance of the Class C Trust shall have been reduced by payments made to the Class C Certificateholders pursuant to Section 2.4, 3.2 or 3.3 hereof or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the Subordination Agent shall withdraw from the Class C Cash Collateral Account such amount as is necessary so that, after giving effect to the reduction of the Pool Balance on such date and any transfer of Investment Earnings from such Cash Collateral Account to the Collection Account or the Special Payments Account on such date, an amount equal to the sum of the Required Amount (with respect to the Class C Liquidity Facility) plus (if such date is a Special Distribution Date not coinciding with an Interest Payment Date) Investment Earnings on deposit in such Cash Collateral Account will be on deposit in the Class C Cash Collateral Account and shall first, pay 43 47 such withdrawn amount to the Class C Liquidity Provider until the Liquidity Obligations (with respect to the Class C Certificates) owing to such Liquidity Provider shall have been paid in full, and second, deposit any remaining withdrawn amount in the Collection Account; (v) if a Replacement Liquidity Facility for the Class G Certificates or the Class C Certificates shall be delivered to the Subordination Agent following the date on which funds have been deposited into the Cash Collateral Account for such Class of Certificates, the Subordination Agent shall withdraw all amounts on deposit in such Cash Collateral Account and shall pay such amounts to the replaced Liquidity Provider until all Liquidity Obligations owed to such Person shall have been paid in full, and shall deposit any remaining amount in the Collection Account; and (vi) following the payment of Final Distributions with respect to the Class G Certificates or the Class C Certificates, on the date on which the Subordination Agent shall have been notified by the Liquidity Provider for such Class of Certificates that the Liquidity Obligations owed to such Liquidity Provider have been paid in full, the Subordination Agent shall withdraw all amounts on deposit in the Cash Collateral Account in respect of such Class of Certificates and shall deposit such amount in the Collection Account. (g) Reinstatement. With respect to any Interest Drawing under any Liquidity Facility, upon the reimbursement by the Subordination Agent of the applicable Liquidity Provider for all of the amount of such Interest Drawing, together with any accrued interest thereon, the Available Amount of such Liquidity Facility shall be reinstated by an amount equal to the amount of such Interest Drawing so reimbursed to the applicable Liquidity Provider but not to exceed the Stated Amount for such Liquidity Facility; provided, however, that such Liquidity Facility shall not be so reinstated in part or in full at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (y) a Final Drawing shall have occurred with respect to such Liquidity Facility. In the event that, with respect to any particular Liquidity Facility, (i) funds are withdrawn from any Cash Collateral Account pursuant to clause (i), (ii) or (iii) of Section 3.6(f) hereof or (ii) such Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, then funds received by the Subordination Agent at any time other than (x) any time when a Liquidity Event of Default shall have occurred and be continuing with respect to such Liquidity Facility and a Performing Note Deficiency exists or (y) any time after a Final Drawing shall have occurred with respect to such Liquidity Facility shall be deposited in such Cash Collateral Account as and to the extent provided in clause "third" of Section 2.4(b), clause "third" of Section 3.2 or clause "fourth" of Section 3.3, as applicable, and applied in accordance with Section 3.6(f) hereof. (h) Reimbursement. The amount of each drawing under the Liquidity Facilities shall be due and payable, together with interest thereon, on the dates and at the rates, respectively, provided in the Liquidity Facilities. 44 48 (i) Final Drawing. Upon receipt from a Liquidity Provider of a Termination Notice with respect to any Liquidity Facility, the Subordination Agent shall, not later than the date specified in such Termination Notice, in accordance with the terms of such Liquidity Facility, request a drawing under such Liquidity Facility of all available and undrawn amounts thereunder (a "Final Drawing"). Amounts drawn pursuant to a Final Drawing shall be maintained and invested in accordance with Section 3.6(f) hereof. (j) Reduction of Stated Amount. Promptly following each date on which the Required Amount of the Liquidity Facility for the Class G Certificates or Class C Certificates is reduced as a result of a reduction in the Pool Balance with respect to such Certificates, the Stated Amount of such Liquidity Facility shall be automatically reduced to an amount equal to the Required Amount with respect to such Liquidity Facility (as calculated by the Subordination Agent after giving effect to such payment). (k) Relation to Subordination Provisions. Interest Drawings under the Liquidity Facilities and withdrawals from the Cash Collateral Accounts, in each case, in respect of interest on the Class G Certificates or the Class C Certificates, will be distributed to the Trustee for such Class of Certificates for distribution to Certificateholders of the related Class, notwithstanding Sections 3.2, 3.3 and 3.6(h) hereof. (l) Assignment of Liquidity Facility. The Subordination Agent agrees not to consent to the assignment by any Liquidity Provider of any of its rights or obligations under any Liquidity Facility or any interest therein, unless (i) America West shall have consented to such assignment, such consent to be within America West's sole discretion, (ii) each Rating Agency shall have provided a Ratings Confirmation in respect of such assignment and (iii) in the case of the Class G Liquidity Facility only, the Policy Provider shall have consented to such assignment (which consent shall not be unreasonably withheld or delayed), and, upon the satisfaction of (i), (ii) and (iii) (if applicable), the Subordination Agent shall give such consent. SECTION 3.7. The Policy. (a) Interest Drawings. If on any Regular Distribution Date (other than the Final Legal Distribution Date) after giving effect to the subordination provisions of this Agreement and to the application of Prior Funds, the Subordination Agent does not then have sufficient funds available for the payment of all amounts due and owing in respect of accrued and unpaid interest on the Class G Certificates at the Stated Interest Rate on the Pool Balance of the Class G Certificates and, without duplication, accrued and unpaid interest on any Deposit relating to the Escrow Receipts, in each case on such Distribution Date ("Accrued Class G Interest"), then the Subordination Agent (i) prior to 1:00 p.m. (New York City time) on such Distribution Date shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount sufficient to enable the Subordination Agent to pay such Accrued Class G Interest and (ii) upon receipt shall pay such amount from the Policy Account to the Class G Trustee in payment of such Accrued Class G Interest on such Distribution Date. (b) Proceeds Deficiency Drawing. If on any Special Distribution Date (which is not also an Election Distribution Date) established by the Subordination Agent by reason of its receipt of a Special Payment constituting the proceeds of any Series G Equipment Note or related Trust Indenture Estate or Collateral, as the case may be, and if on such Special 45 49 Distribution Date after giving effect to the subordination provisions of this Agreement and to the application of Prior Funds, the Subordination Agent does not then have sufficient funds available for a reduction in the outstanding Pool Balance of the Class G Certificates by an amount equal to the outstanding principal amount of such Equipment Note (determined immediately prior to the receipt of such proceeds) plus accrued and unpaid interest on the amount of such reduction at the Stated Interest Rate for the Class G Certificates for the period from the immediately preceding Regular Distribution Date to such Special Distribution Date, then the Subordination Agent (i) prior to 1:00 p.m. (New York City time) on such Special Distribution Date shall deliver a Notice for Payment, as provided in the Policy (for payment into the Policy Account) in an amount sufficient to enable the Subordination Agent to pay the amount of such reduction plus such accrued and unpaid interest and (ii) upon receipt shall pay such amount from the Policy Account to the Class G Trustee in payment of such reduction in the outstanding Pool Balance of the Class G Certificates plus such accrued interest on such Special Distribution Date. (c) No Proceeds Drawing. If the Subordination Agent has not received a Special Payment constituting proceeds from the sale of that Series G Equipment Note or the related Trust Indenture Estate or Collateral (a "Disposition"), as the case may be, during the 24-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 24-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Preference Amounts as provided in Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 24-month period, so long as no Policy Provider Default shall have occurred and be continuing to elect (the "Policy Provider Election") instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 24-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or the Class G Cash Collateral Account, in each case attributable to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an 46 50 Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to any acceleration thereof) and interest payments at the Stated Interest Rate for the Class G Certificates payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or the Disposition of or in respect of such Equipment Note, on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date") to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date, as the case may be (after giving effect to the application of funds, if any, received on such date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 24-month period, honor drawings by any Liquidity Provider in respect of amounts referred to in clause (g) of the definition of "Deficiency Amount" contained in the Policy (each, an "Excess Interest Policy Drawing"). Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it. Upon the issuance of any Replacement Liquidity Facility pursuant to Section 3.6(e), the Policy Provider agrees to promptly deliver to the Replacement Liquidity Provider providing such Replacement Liquidity Facility a certified copy of the Policy, provided that the Liquidity Provider being replaced returns its certified copy of the Policy to the Policy Provider. (d) Final Policy Drawing. If on the Final Legal Distribution Date of the Class G Certificates after giving effect to the subordination provisions of this Agreement and to the application of Prior Funds, the Subordination Agent does not then have sufficient funds available on such date for the payment in full of the Final Distributions (calculated as of such date but excluding any accrued and unpaid premium) on the Class G Certificates then the Subordination Agent shall (i) prior to 1:00 p.m. (New York City time) on such date deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the minimum amount sufficient to enable the Subordination Agent to pay the Final Distributions (calculated as of such date but excluding any accrued and unpaid premium) on the Class G 47 51 Certificates, and (ii) upon receipt pay such amount from the Policy Account to the Class G Trustee in payment of such amount on such date. (e) Avoidance Drawings. If at any time the Subordination Agent shall have actual knowledge of the issuance of any Order, the Subordination Agent shall promptly give notice thereof to each Trustee, the Liquidity Providers and the Policy Provider. The Subordination Agent shall thereupon calculate the relevant Preference Amounts resulting therefrom and shall promptly: (a) send to the Class G Trustee a Written Notice of such amount and (b) prior to the expiration of the Policy, deliver to the Policy Provider or its fiscal agent a Notice of Avoided Payment, together with a copy of the documentation required by the Policy with respect thereto, requesting a Policy Drawing (for payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy and/or to the Subordination Agent for deposit into the Policy Account, as applicable) in an amount equal to the amount of relevant Preference Amount. To the extent that any portion of such Preference Amount is to be paid to the Subordination Agent, such Written Notice shall also set the date for the distribution of such portion of the proceeds of such Policy Drawing which date shall constitute a Special Distribution Date and shall be the earlier of three Business Days after the date of the expiration of the Policy and the Business Day that immediately follows the 25th day after the date of such Written Notice. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date, the Subordination Agent shall make the specified Policy Drawing upon its receipt of the proceeds thereof and pay the amount thereof from the Policy Account to the Class G Trustee in reinstatement of the Preference Amount. (f) Application of Policy Drawings. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Sections 2.4, 3.2 and 3.3 hereof), all payments received by the Subordination Agent in respect of a Policy Drawing (including, without limitation, that portion, if any, of the proceeds of a Policy Drawing for any Preference Amount that is to be paid to the Subordination Agent and not to any receiver, conservator, debtor-in-possession or trustee in bankruptcy as provided in the Policy) shall be promptly paid from the Policy Account to the Class G Trustee for distribution to the Class G Certificateholders or the holders of the Escrow Receipts, as the case may be. (g) Limitation to Outstanding Pool Balance. Notwithstanding anything to the contrary in this Section 3.7, except as provided in Section 3.7(e), at no time shall the Subordination Agent make any Policy Drawing under clause (b), (c) or (d) of this Section 3.7 in excess of the then outstanding Pool Balance of the Class G Certificates and accrued and unpaid interest at the Stated Interest Rate on the Class G Certificates. Nothing contained in this Intercreditor Agreement shall alter or amend the liabilities, obligations, requirements or procedures of the Policy Provider under the Policy and the Policy Provider shall not be obligated to make payment except at the times and in the amounts and under the circumstances expressly set forth in the Policy. (h) Resubmission of Notice for Payment. If the Policy Provider at any time informs the Subordination Agent in accordance with the Policy that a Notice for Payment or Notice of Avoided Payment submitted by the Subordination Agent does not meet the requirements of the Policy, the Subordination Agent shall, as promptly as possible after being so informed, submit to the Policy Provider an amended and revised Notice for Payment or Notice of Avoided Payment, as the case may be, and shall pay to the Class G Trustee out of the Policy 48 52 Account the amount received pursuant to such amended or revised Notice for Payment or Notice of Avoided Payment, as the case may be, when received. ARTICLE IV EXERCISE OF REMEDIES SECTION 4.1. Directions from the Controlling Party. (a) (i) Following the occurrence and during the continuation of an Indenture Event of Default under any Indenture, the Controlling Party shall direct the Subordination Agent, which in turn shall direct the Loan Trustee under such Indenture, in the exercise of remedies available to the holders of the Equipment Notes issued pursuant to such Indenture, including, without limitation, the ability to vote all such Equipment Notes in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture. Subject to the Owner Trustees' and the Owner Participants' rights, if any, set forth in the Indentures with respect to Leased Aircraft to purchase the Equipment Notes and the provisions of the next paragraph, if the Equipment Notes issued pursuant to any Indenture have been Accelerated following an Indenture Event of Default with respect thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes to any Person at public or private sale, at any location at the option of the Controlling Party, all upon such terms and conditions as it may reasonably deem advisable in accordance with applicable law. Notwithstanding the foregoing provisions of this Section 4.1, the Controlling Party shall not direct the Subordination Agent to (i) sell, assign, contract to sell or otherwise dispose of such Equipment Notes (other than a sale to the Owner Trustee or Owner Participant made in accordance with the applicable Indenture) or (ii) direct the Loan Trustee under any Indenture to sell, transfer, lease or otherwise dispose of the Aircraft subject to the lien of such Indenture (clauses (i) and (ii), the "Specified Remedies") unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class D Certificateholders at any time after the occurrence of an Indenture Event of Default the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Indenture. Such right to purchase all but not less than all of the Equipment Notes under such Indenture shall remain open for 10 Business Days after the receipt of the notice by the Class D Trustee from the Controlling Party stating that there has occurred an Indenture Event of Default and notifying the Class D Trustee of the right held by the Class D Certificateholders under this Agreement to purchase all but not less than all of the Equipment Notes issued under such Indenture (the "Notice"). The right to purchase shall be deemed to have been exercised upon the receipt by the Controlling Party of a written irrevocable commitment (the "Commitment Notice") by the Class D Certificateholders to purchase all but not less than all of such Equipment Notes within 10 Business Days after the receipt of the Notice. Such Commitment Notice shall specify a date for such purchase within 15 days of the date of such Commitment Notice. The failure on the part of the Class D Certificateholders to deliver the Commitment Notice within such 10 Business Day period shall constitute a waiver of its right to purchase and the Controlling Party is under no obligation hereunder to give any further notice to the Class D Certificateholders prior to the exercise of its Specified Remedies under the related Indenture. 49 53 (ii) Subject to the Owner Trustees' and the Owner Participants' rights, if any, set forth in the Indentures with respect to Leased Aircraft to purchase the Equipment Notes, and notwithstanding the foregoing, so long as any Certificates remain Outstanding, during the period ending on the date which is nine months after the earlier of (x) the Acceleration of the Equipment Notes issued pursuant to any Indenture or (y) the occurrence of an America West Bankruptcy Event, without the consent of each Trustee, (A) no Aircraft subject to the Lien of such Indenture or such Equipment Notes may be sold if the net proceeds from such sale would be less than the Minimum Sale Price for such Aircraft or such Equipment Notes, and (B) with respect to any Leased Aircraft, the amount and payment dates of rentals payable by America West under the Lease for such Aircraft may not be adjusted, if, as a result of such adjustment, the discounted present value of all such rentals would be less than 75% of the discounted present value of the rentals payable by America West under such Lease before giving effect to such adjustment, in each case, using the weighted average interest rate of the Equipment Notes issued pursuant to such Indenture as the discount rate. (iii) At the request of the Controlling Party, the Subordination Agent may from time to time during the continuance of an Indenture Event of Default (and before the occurrence of a Triggering Event) commission Appraisals with respect to the Aircraft subject to such Indenture. (iv) After a Triggering Event occurs and any Equipment Note becomes a Non-Performing Equipment Note, the Subordination Agent shall obtain Appraisals ("LTV Appraisals") with respect to all of the Aircraft as soon as practicable and additional LTV Appraisals on or prior to each anniversary of the date of such initial LTV Appraisals; provided that if the Controlling Party reasonably objects to the appraised value of the Aircraft shown in such LTV Appraisals, the Controlling Party shall have the right to obtain or cause to be obtained substitute LTV Appraisals (including any LTV Appraisals based upon physical inspection of the Aircraft). (b) The Controlling Party shall take such actions as it may reasonably deem most effectual to complete the sale or other disposition of such Aircraft or Equipment Notes. In addition, in lieu of any sale, assignment, contract to sell or other disposition, the Controlling Party may maintain or cause the Subordination Agent to maintain possession of such Equipment Notes and continue to apply monies received in respect of such Equipment Notes in accordance with Article III hereof. In addition, in lieu of such sale, assignment, contract to sell or other disposition, or in lieu of such maintenance of possession, the Controlling Party may, subject to the terms and conditions of the related Indenture, instruct the Loan Trustee under such Indenture to foreclose on the Lien on the related Aircraft or to take any other remedial action permitted under such Indenture or under any applicable law. SECTION 4.2. Remedies Cumulative. Each and every right, power and remedy given to the Trustees, the Liquidity Providers, the Policy Provider, the Controlling Party or the Subordination Agent specifically or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may, subject always to the terms and conditions hereof, be exercised from time to time and as often and in such order as may be deemed expedient by any Trustee, any Liquidity Provider, the Policy Provider, the Controlling Party or 50 54 the Subordination Agent, as appropriate, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by any Trustee, any Liquidity Provider, the Policy Provider, the Controlling Party or the Subordination Agent in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default or to be an acquiescence therein. SECTION 4.3. Discontinuance of Proceedings. In case any party to this Agreement (including the Controlling Party in such capacity) shall have instituted any Proceeding to enforce any right, power or remedy under this Agreement by foreclosure, entry or otherwise, and such Proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Person instituting such Proceeding, then and in every such case each such party shall, subject to any determination in such Proceeding, be restored to its former position and rights hereunder, and all rights, remedies and powers of such party shall continue as if no such Proceeding had been instituted. SECTION 4.4. Right of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding but subject to each Trust Agreement, the right of any Certificateholder, Liquidity Provider or the Policy Provider, respectively, to receive payments hereunder (including without limitation pursuant to Section 2.4, 3.2 or 3.3 hereof) when due, or to institute suit for the enforcement of any such payment on or after the applicable Distribution Date, shall not be impaired or affected without the consent of such Certificateholder, Liquidity Provider or Policy Provider, respectively. SECTION 4.5. Undertaking for Costs. In any Proceeding for the enforcement of any right or remedy under this Agreement or in any Proceeding against any Controlling Party or the Subordination Agent for any action taken or omitted by it as Controlling Party or Subordination Agent, as the case may be, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. The provisions of this Section do not apply to a suit instituted by the Subordination Agent, a Liquidity Provider, the Policy Provider or a Trustee or a suit by Certificateholders holding more than 10% of the original principal amount of any Class of Certificates. 51 55 ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC. SECTION 5.1. Notice of Indenture Event of Default or Triggering Event. (a) In the event the Subordination Agent shall have actual knowledge of the occurrence of an Indenture Event of Default or a Triggering Event, as promptly as practicable, and in any event within 10 days after obtaining knowledge thereof, the Subordination Agent shall transmit by mail or courier to the Rating Agencies, the Liquidity Providers, the Policy Provider and the Trustees notice of such Indenture Event of Default or Triggering Event, unless such Indenture Event of Default or Triggering Event shall have been cured or waived by the Controlling Party. For all purposes of this Agreement, in the absence of actual knowledge on the part of a Responsible Officer, the Subordination Agent shall not be deemed to have knowledge of any Indenture Event of Default or Triggering Event unless notified in writing by one or more Trustees, one or more Liquidity Providers, or the Policy Provider or one or more Certificateholders. (b) Other Notices. The Subordination Agent will furnish to each Liquidity Provider, the Policy Provider and each Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Subordination Agent as registered holder of the Equipment Notes or otherwise in its capacity as Subordination Agent to the extent the same shall not have been otherwise directly distributed to such Liquidity Provider, Policy Provider or Trustee, as applicable, pursuant to the express provision of any other Operative Agreement. SECTION 5.2. Indemnification. The Subordination Agent shall not be required to take any action or refrain from taking any action under Article IV hereof unless the Subordination Agent shall have been indemnified (to the extent and in the manner reasonably satisfactory to the Subordination Agent) against any liability, cost or expense (including counsel fees and expenses) which may be incurred in connection therewith. The Subordination Agent shall not be under any obligation to take any action under this Agreement and nothing contained in this Agreement shall require the Subordination Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Subordination Agent shall not be required to take any action under Article IV hereof, nor shall any other provision of this Agreement be deemed to impose a duty on the Subordination Agent to take any action, if the Subordination Agent shall have been advised by counsel that such action is contrary to the terms hereof or is otherwise contrary to law. SECTION 5.3. No Duties Except as Specified in Intercreditor Agreement. The Subordination Agent shall not have any duty or obligation to take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms of this Agreement; and no implied duties or obligations shall be read into this Agreement against the Subordination Agent. The Subordination Agent agrees that it will, in its individual capacity and at its own cost and expense (but without any right of indemnity in respect of any such cost or expense under Section 7.1 hereof) promptly take such action as may be necessary to duly 52 56 discharge all Liens on any of the Trust Accounts or any monies deposited therein which result from claims against it in its individual capacity not related to its activities hereunder or any other Operative Agreement. SECTION 5.4. Notice from the Liquidity Providers and Trustees. If any Liquidity Provider or any Trustee has notice of an Indenture Event of Default or a Triggering Event, such Person shall promptly give notice thereof to all of the other parties hereto, provided, however, that no such Person shall have any liability hereunder as a result of its failure to deliver any such notice. ARTICLE VI THE SUBORDINATION AGENT SECTION 6.1. Authorization; Acceptance of Trusts and Duties. Each of the Class G Trustee and the Class C Trustee hereby designates and appoints the Subordination Agent as the agent and trustee of such Trustee under the applicable Liquidity Facility (and, in the case of the Class G Trustee, the Policy Provider Agreement) and authorizes the Subordination Agent to enter into the applicable Liquidity Facility (and, in the case of the Class G Trustee, the Policy Provider Agreement) as agent and trustee for such Trustee. Each of the Liquidity Providers, the Policy Provider and the Trustees hereby designates and appoints the Subordination Agent as the Subordination Agent under this Agreement. WTC hereby accepts the duties hereby created and applicable to it as the Subordination Agent and agrees to perform the same but only upon the terms of this Agreement and agrees to receive and disburse all monies received by it in accordance with the terms hereof. The Subordination Agent shall not be answerable or accountable under any circumstances, except (a) for its own willful misconduct or gross negligence (or ordinary negligence in the handling of funds), (b) as provided in Sections 2.2 and 5.3 hereof and (c) for liabilities that may result from the inaccuracy of any representation or warranty of the Subordination Agent made in its individual capacity in any Operative Agreement. The Subordination Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Subordination Agent, unless it is proved that the Subordination Agent was negligent in ascertaining the pertinent facts. SECTION 6.2. Absence of Duties. The Subordination Agent shall have no duty to see to any recording or filing of this Agreement or any other document, or to see to the maintenance of any such recording or filing. SECTION 6.3. No Representations or Warranties as to Documents. The Subordination Agent in its individual capacity does not make nor shall be deemed to have made any representation or warranty as to the validity, legality or enforceability of this Agreement or any other Operative Agreement or as to the correctness of any statement contained in any thereof, except for the representations and warranties of the Subordination Agent, made in its individual capacity, under any Operative Agreement to which it is a party. The Certificateholders, the Trustees, the Liquidity Providers and the Policy Provider make no representation or warranty hereunder whatsoever. 53 57 SECTION 6.4. No Segregation of Monies; No Interest. Any monies paid to or retained by the Subordination Agent pursuant to any provision hereof and not then required to be distributed to any Trustee, any Liquidity Provider or the Policy Provider as provided in Articles II and III hereof or deposited into one or more Trust Accounts need not be segregated in any manner except to the extent required by such Articles II and III and by law, and the Subordination Agent shall not (except as otherwise provided in Section 2.2 hereof) be liable for any interest thereon; provided, however, that any payments received or applied hereunder by the Subordination Agent shall be accounted for by the Subordination Agent so that any portion thereof paid or applied pursuant hereto shall be identifiable as to the source thereof. SECTION 6.5. Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers, the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, the Policy Provider and Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it, and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled persons. SECTION 6.6. Capacity in Which Acting. The Subordination Agent acts hereunder solely as agent and trustee herein and not in its individual capacity, except as otherwise expressly provided in the Operative Agreements. SECTION 6.7. Compensation. The Subordination Agent shall be entitled to reasonable compensation, including reimbursement for reasonable expenses and disbursements, except with respect to any Unindemnified Taxes incurred by the Subordination Agent in connection with the transactions contemplated by this Agreement for all services rendered hereunder and shall have a priority claim to the extent set forth in Article III hereof on all monies collected hereunder for the payment of such compensation (other than any Unindemnified Taxes), to the extent that such compensation shall not be paid by others. The Subordination Agent agrees that it shall have no right against any Trustee, Liquidity Provider or the Policy 54 58 Provider for any fee as compensation for its services as agent under this Agreement. The provisions of this Section 6.7 shall survive the termination of this Agreement. SECTION 6.8. May Become Certificateholder. The institution acting as Subordination Agent hereunder may become a Certificateholder and have all rights and benefits of a Certificateholder to the same extent as if it were not the institution acting as the Subordination Agent. SECTION 6.9. Subordination Agent Required; Eligibility. There shall at all times be a Subordination Agent hereunder which shall be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $100,000,000 (or the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States of America, any State thereof or of the District of Columbia and having a combined capital and surplus of at least $100,000,000), if there is such an institution willing and able to perform the duties of the Subordination Agent hereunder upon reasonable or customary terms. Such corporation shall be a citizen of the United States and shall be authorized under the laws of the United States or any State thereof or of the District of Columbia to exercise corporate trust powers and shall be subject to supervision or examination by federal, state or District of Columbia authorities. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any of the aforesaid supervising or examining authorities, then, for the purposes of this Section 6.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Subordination Agent shall cease to be eligible in accordance with the provisions of this Section, the Subordination Agent shall resign immediately in the manner and with the effect specified in Section 8.1. SECTION 6.10. Money to Be Held in Trust. All Equipment Notes, monies and other property deposited with or held by the Subordination Agent pursuant to this Agreement shall be held in trust for the benefit of the parties entitled to such Equipment Notes, monies and other property. All such Equipment Notes, monies or other property shall be held in the Trust Department of the institution acting as Subordination Agent hereunder. ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT SECTION 7.1. Scope of Indemnification. The Subordination Agent shall be indemnified hereunder to the extent and in the manner described in Section 9.1 of the Participation Agreements and Section 6 of the Note Purchase Agreement. The indemnities contained in such Sections of such agreements shall survive the resignation or removal of the Subordination Agent and the termination of this Agreement. 55 59 ARTICLE VIII SUCCESSOR SUBORDINATION AGENT SECTION 8.1. Replacement of Subordination Agent; Appointment of Successor. The Subordination Agent may resign at any time by so notifying each Trustee, each Liquidity Provider and the Policy Provider. The Controlling Party may remove the Subordination Agent for cause by so notifying the Subordination Agent and may appoint a successor Subordination Agent. The Controlling Party shall remove the Subordination Agent if: (1) the Subordination Agent fails to comply with Section 6.9 hereof; (2) the Subordination Agent is adjudged bankrupt or insolvent; (3) a receiver or other public officer takes charge of the Subordination Agent or its property; or (4) the Subordination Agent otherwise becomes incapable of acting. If the Subordination Agent resigns or is removed or if a vacancy exists in the office of Subordination Agent for any reason (the Subordination Agent in such event being referred to herein as the retiring Subordination Agent), the Controlling Party shall promptly appoint a successor Subordination Agent. A successor Subordination Agent shall deliver (x) a written acceptance of its appointment as Subordination Agent hereunder to the retiring Subordination Agent and (y) a written assumption of its obligations hereunder and under each Liquidity Facility and the Policy Provider Agreement to each party hereto, upon which the resignation or removal of the retiring Subordination Agent shall become effective, and the successor Subordination Agent shall have all the rights, powers and duties of the Subordination Agent under this Agreement. The successor Subordination Agent shall mail a notice of its succession to the Liquidity Providers, the Policy Provider and the Trustees. The retiring Subordination Agent shall promptly transfer its rights under each of the Liquidity Facilities and all of the property held by it as Subordination Agent to the successor Subordination Agent. If a successor Subordination Agent does not take office within 60 days after the retiring Subordination Agent resigns or is removed, the retiring Subordination Agent or one or more of the Trustees may petition any court of competent jurisdiction for the appointment of a successor Subordination Agent. If the Subordination Agent fails to comply with Section 6.9 hereof (to the extent applicable), one or more of the Trustees, one or more of the Liquidity Providers or the Policy Provider may petition any court of competent jurisdiction for the removal of the Subordination Agent and the appointment of a successor Subordination Agent. Notwithstanding the foregoing, no resignation or removal of the Subordination Agent shall be effective unless and until a successor has been appointed. No appointment of a 56 60 successor Subordination Agent shall be effective unless and until the Rating Agencies shall have delivered a Ratings Confirmation. ARTICLE IX SUPPLEMENTS AND AMENDMENTS SECTION 9.1. Amendments, Waivers, etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility, or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent, each Liquidity Provider and the Policy Provider; provided, however, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider or the Policy Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; provided further, however, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f), Section 3.6(l), the last sentence of this Section 9.1(a), the second sentence of Section 10.6 or this proviso (collectively, the "America West Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of America West with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of America West. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust. (b) In the event that the Subordination Agent, as the registered holder of any Equipment Notes, receives a request for its consent to any amendment, modification, consent or waiver under such Equipment Notes, the Indenture pursuant to which such Equipment Notes were issued, or the related Lease, Participation Agreement or other related document, (i) if no 57 61 Indenture Event of Default shall have occurred and be continuing with respect to such Indenture, the Subordination Agent shall request directions with respect to each Series of such Equipment Notes from the Trustee of the Trust which holds such series of such Equipment Notes and shall vote or consent in accordance with the directions of such Trustee except that so long as the Final Distribution on the Class G Certificates has not been made or any Policy Provider Obligations remain outstanding and no Policy Provider Default shall have occurred and be continuing, the Subordination Agent shall request directions from the Policy Provider rather than the Class G Trustee with respect to the Series G Equipment Notes held in the Class G Trust, and (ii) if any Indenture Event of Default (which, in the case of any Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture) shall have occurred and be continuing with respect to such Indenture, the Subordination Agent will exercise its voting rights as directed by the Controlling Party, subject to Sections 4.1 and 4.4 hereof; provided that no such amendment, modification or waiver shall, without the consent of each Liquidity Provider and the Policy Provider, reduce the amount of rent, supplemental rent or stipulated loss values payable by America West under any Lease or reduce the amount of principal or interest payable by America West under any Equipment Note issued under any Indenture in respect of an Owned Aircraft. (c) If, with respect to any Aircraft, Class D Certificates are re-issued, such re-issued Class D Certificates shall be subject to all of the provisions of this Agreement in the same manner as the initially issued Class D Certificates, including, the subordination of such Class D Certificates to the Class G Certificates and the Class C Certificates and the provisions relating to priority of distributions hereunder. No such re-issuance of Class D Certificates shall materially adversely affect any Trustee, the Liquidity Provider, the Policy Provider or the holders of any Class of Certificates. This Agreement shall be amended by written agreement of America West and the Subordination Agent to give effect to the re-issuance of any Class D Certificates as follows: (i) the definition of "Class D Certificates" shall be revised, as appropriate, to reflect such re-issuance and the definitions of "Final Legal Distribution Date," "LTV Ratio," and "Stated Interest Rate" shall be amended to specify the applicable Final Legal Distribution Date, LTV Ratio and Stated Interest Rate, respectively, for such re-issued Class D Certificates; and (ii) such other provisions shall be revised as shall be necessary to provide for distributions on the Class D Certificates after payment of all relevant distributions on the Class G Certificates and the Class C Certificates. If, with respect to any Aircraft, Series D Equipment Notes are re-issued, this Agreement shall be amended (to the extent this Agreement does not already so provide) by written agreement of America West and the Subordination Agent to (i) provide for each holder of a Series D Equipment Note to be bound by the provisions of Section 2.6 hereof so that the Controlling Party shall, among other things, be entitled to direct the Loan Trustee as provided therein (and such Series D Equipment Notes shall make effective provision therefor so as to bind each holder thereof to such provisions of Section 2.6 hereof) and (ii) to revise the definition of "Controlling Party", as appropriate, to reflect the re-issuance of the Series D Equipment Notes (and the prior rights, as against the holders of such Series D Equipment Notes, of the Policy 58 62 Provider, Class G Trustee and the Class C Trustee to be such "Controlling Party"). No such amendment shall materially adversely affect any Trustee, any Liquidity Provider or the Policy Provider. Any re-issuance of Series D Equipment Notes at any time shall require Ratings Confirmation. SECTION 9.2. Subordination Agent Protected. If, in the reasonable opinion of the institution acting as the Subordination Agent hereunder, any document required to be executed pursuant to the terms of Section 9.1 adversely affects any right, duty, immunity or indemnity with respect to it under this Agreement, any Liquidity Facility or the Policy, the Subordination Agent may in its discretion decline to execute such document. SECTION 9.3. Effect of Supplemental Agreements. Upon the execution of any amendment, consent or supplement hereto pursuant to the provisions hereof, this Agreement shall be and be deemed to be and shall be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Agreement of the parties hereto and beneficiaries hereof shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental agreement shall be and be deemed to be and shall be part of the terms and conditions of this Agreement for any and all purposes. In executing or accepting any supplemental agreement permitted by this Article IX, the Subordination Agent shall be entitled to receive at its cost, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. SECTION 9.4. Notice to Rating Agencies. Promptly following its receipt of each amendment, consent, modification, supplement or waiver contemplated by this Article IX, the Subordination Agent shall send a copy thereof to each Rating Agency. ARTICLE X MISCELLANEOUS SECTION 10.1. Termination of Intercreditor Agreement. Following payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Liquidity Providers and all Policy Provider Obligations to the Policy Provider and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Liquidity Providers, the Policy Provider and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the (i) Liquidity Providers under the Liquidity Facilities and (ii) Policy Provider under the Policy shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. SECTION 10.2. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers, the Policy Provider and Subordination Agent. Subject to the second sentence of Section 10.6 and the provisions of Sections 4.4 and 9.1, nothing in this Agreement, whether 59 63 express or implied, shall be construed to give to any Person other than the Trustees, the Liquidity Providers, the Policy Provider and the Subordination Agent any legal or equitable right, remedy or claim under or in respect of this Agreement. SECTION 10.3. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents provided or permitted by this Agreement to be made, given, furnished or filed shall be in writing, mailed by certified mail, postage prepaid, or by confirmed telecopy and (i) if to the Subordination Agent, addressed to at its office at: WILMINGTON TRUST COMPANY Rodney Square North 1100 N. Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telecopy: (302) 651-8882 (ii) if to any Trustee, addressed to it at its office at: WILMINGTON TRUST COMPANY Rodney Square North 1100 N. Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telecopy: (302) 651-8882 (iii) if to the initial Liquidity Provider, addressed to it at its office at: Westdeutsche Landesbank Girozentrale New York branch 1211 Avenue of the Americas New York, New York 10036 Business/Credit Contact Attention: Transportation Finance Global Structured Finance/Americas Telecopy: 212-869-7634 Operations Contact Attention: Philip Green Loan Administration Telecopy: 212-302-7946 60 64 (iv) if to the initial Policy Provider, addressed to it at its office at: Ambac Assurance Corporation One State Street Plaza New York, New York 10004 Attention: Surveillance Department Telephone: (212) 668-0340 Telecopy: (212) 363-1459 with a copy to: Attention: General Counsel - Urgent Telecopy: (212) 208-3566 Whenever any notice in writing is required to be given by any Trustee, Liquidity Provider, Policy Provider or the Subordination Agent to any of the other of them, such notice shall be deemed given and such requirement satisfied when such notice is received unless received outside of business hours, in which case on the open of business on the next Business Day. A copy of any notice given by the Trustee, the Liquidity Provider or the Subordination Agent shall be given to the Policy Provider; provided that the failure to do so shall not impair the validity of any such notice or the Policy Provider's obligations hereunder and under the Policy. Any party hereto may change the address to which notices to such party will be sent by giving notice of such change to the other parties to this Agreement. SECTION 10.4. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 10.5. No Oral Modifications or Continuing Waivers. No terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party or other Person against whom enforcement of the change, waiver, discharge or termination is sought and any other party or other Person whose consent is required pursuant to this Agreement and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given. SECTION 10.6. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the parties hereto and the successors and assigns of each, all as herein provided. In addition, the America West Provisions shall inure to the benefit of America West and its successors and assigns, and (without limitation of the foregoing) America West is hereby constituted, and agreed to be, an express third party beneficiary of the America West Provisions. Upon the occurrence of the Transfers contemplated by the Assignment and Assumption Agreements, the Trustee of each Class shall (without any further act) be deemed to have transferred all of its rights, title and interest in and to this Agreement to the trustee of the Successor Trust of the same Class and, thereafter, the trustee of each Successor Trust shall be deemed to be the "Trustee" of such Successor Trust with the rights and obligations of a "Trustee" hereunder and under the other 61 65 Operative Agreements and each reference to a Trust of any Class herein shall be deemed a reference to the Successor Trust of such Class. SECTION 10.7. Headings. The headings of the various Articles and Sections herein and in the table of contents hereto are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SECTION 10.8. Counterpart Form. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same agreement. SECTION 10.9. Subordination. (a) As between the Liquidity Providers and the Policy Provider, on the one hand, and the Trustees and the Certificateholders, on the other hand, and as among the Trustees, this Agreement shall be a subordination agreement for purposes of Section 510 of the United States Bankruptcy Code, as amended from time to time. (b) Notwithstanding the provisions of this Agreement, if prior to the payment in full to the (i) Liquidity Providers of all Liquidity Obligations then due and payable and (ii) Policy Provider of all Policy Provider Obligations then due and payable, any party hereto shall have received any payment or distribution in respect of Equipment Notes or any other amount under the Indentures or other Operative Agreements which, had the subordination provisions of this Agreement been properly applied to such payment, distribution or other amount, would not have been distributed to such Person, then such payment, distribution or other amount shall be received and held in trust by such Person and paid over or delivered to the Subordination Agent for application as provided herein. (c) If any Trustee, any Liquidity Provider, the Policy Provider or the Subordination Agent receives any payment in respect of any obligations owing hereunder (or, in the case of the Liquidity Providers or the Policy Provider, in respect of the Liquidity Obligations or the Policy Provider Obligations, as the case may be), which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent of such payment, such obligations (or, in the case of the Liquidity Providers or the Policy Provider, such Liquidity Obligations or Policy Provider Obligations, as the case may be) intended to be satisfied shall be revived and continue in full force and effect as if such payment had not been received. (d) The Trustees (on behalf of themselves and the holders of Certificates), the Liquidity Providers, the Policy Provider and the Subordination Agent confirm that the payment priorities specified in Sections 2.4, 3.2 and 3.3 shall apply in all circumstances, notwithstanding the fact that the obligations owed to the Trustees and the holders of Certificates are secured by certain assets and the Liquidity Obligations and Policy Provider Obligations may not be so secured. The Trustees expressly agree (on behalf of themselves and the holders of Certificates) not to assert priority over the holders of Liquidity Obligations or Policy Provider Obligations (except as specifically set forth in Sections 2.4, 3.2 or 3.3) due to their status as secured creditors in any bankruptcy, insolvency or other legal proceeding. 62 66 (e) Each of the Trustees (on behalf of themselves and the holders of Certificates), the Liquidity Providers, the Policy Provider and the Subordination Agent may take any of the following actions without impairing its rights under this Agreement: (i) obtain a Lien on any property to secure any amounts owing to it hereunder, including, in the case of the Liquidity Providers and the Policy Provider, the Liquidity Obligations or the Policy Provider Obligations, as the case may be, (ii) obtain the primary or secondary obligation of any other obligor with respect to any amounts owing to it hereunder, including, in the case of the Liquidity Providers and the Policy Provider, any of the Liquidity Obligations or the Policy Provider Obligations, as the case may be, (iii) renew, extend, increase, alter or exchange any amounts owing to it hereunder, including, in the case of the Liquidity Providers and the Policy Provider, any of the Liquidity Obligations or the Policy Provider Obligations, as the case may be, or release or compromise any obligation of any obligor with respect thereto, (iv) refrain from exercising any right or remedy, or delay in exercising such right or remedy, which it may have, or (v) take any other action which might discharge a subordinated party or a surety under applicable law; provided, however, that the taking of any such actions by any of the Trustees, the Liquidity Providers, the Policy Provider or the Subordination Agent shall not prejudice the rights or adversely affect the obligations of any other party under this Agreement. SECTION 10.10. Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. SECTION 10.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 63 67 (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto at its address set forth in Section 10.3 hereof, or at such other address of which the other parties shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each of the parties warrants and represents that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (c) Each Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States of America or any State and waives any immunity any of its properties located in the United States of America may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation. 64 68 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written, and acknowledge that this Agreement has been made and delivered in the City of New York, and this Agreement has become effective only upon such execution and delivery. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee for each of the Trusts By /s/ W. Chris Sponenberg -------------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, acting through its New York branch, as Class G Liquidity Provider and Class C Liquidity Provider By /s/ Brigitte Thieme -------------------------------------------- Name: Brigitte Thieme Title: Managing Director By /s/ Alfred Heynen -------------------------------------------- Name: Alfred Heynen Title: Associate Director AMBAC ASSURANCE CORPORATION, as Policy Provider By /s/ David B. Nemschoff -------------------------------------------- Name: David B. Nemschoff Title: Managing Director WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and trustee By /s/ W. Chris Sponenberg -------------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President EX-4.13 12 p65531ex4-13.txt EX-4.13 1 EXHIBIT 4.13 EXECUTION COPY Exchange and Registration Rights Agreement Dated as of May 17, 2001 among America West Airlines, Inc., Wilmington Trust Company, not in its individual capacity but solely as Trustee under America West Airlines Pass Through Trust, Series 2001-1G, America West Airlines Pass Through Trust, Series 2001-1C and America West Airlines Pass Through Trust, Series 2001-1D and Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc., Tokyo-Mitsubishi International plc 2 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 17, 2001, among America West Airlines, Inc., a Delaware corporation (the "Company"), Wilmington Trust Company, not in its individual capacity but solely as trustee under each of the Original Trusts (as defined below), Salomon Smith Barney Inc., Deustche Banc Alex. Brown Inc., Mizuho International plc., Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers"). This Agreement is made pursuant to the Purchase Agreement dated May 10, 2001 among the Company and the Initial Purchasers (the "Purchase Agreement"), which provides that the Trustee will issue and sell $325,143,000 principal amount of the pass through certificates of the Class G Trust (as defined below), $57,021,000 principal amount of the pass through certificates of the Class C Trust (as defined below) and $45,000,000 principal amount of the pass through certificates of the Class D Trust (as defined below) (the Class G Trust, Class C Trust and the Class D Trust together, the "Original Trusts" and such pass through certificates of the Original Trusts, together, the "Initial Certificates"), in each case with Escrow Receipts (as defined below) attached thereto. On the Transfer Date (as defined below), and after satisfaction of the conditions set forth in the Pass Through Trust Agreements (as defined below), each of the Original Trusts will transfer and assign all of its assets and rights to a newly-created successor trust with substantially identical terms (together, the "Successor Trusts") and the Initial Certificates will be deemed for all purposes of the Original Trusts and the Successor Trusts to be certificates representing fractional undivided interests in the Successor Trusts and their respective trust properties. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the exchange and registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. The definitions set forth in this Agreement shall apply equally to both singular and plural forms of the terms defined. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "1933 Act" shall mean the Securities Act of 1933, as amended from time to time. "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Agreement" shall have the meaning set forth in the preamble of this Agreement. "Business Day" shall mean any day on which the New York Stock Exchange, Inc. is open for trading and banks in The City of New York are open for business; references to "day" shall mean a calendar day. 3 2 "Class C Trust" shall mean the America West Airlines Pass Through Trust, Series 2001-1C. "Class D Trust" shall mean the America West Airlines Pass Through Trust, Series 2001-1D. "Class G Trust" shall mean the America West Airlines Pass Through Trust, Series 2001-1G. "Closing Date" shall mean the Closing Date as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble of this Agreement and shall include the Company's successors. "Depositary Agreement" shall have the meaning set forth in the Purchase Agreement. "DTC" shall mean the Depository Trust Company or any other depositary appointed by the Company; provided, however, that any such depositary must have an address in the Borough of Manhattan, in The City of New York. "Equipment Notes" shall mean the equipment notes that are the property of the Trusts. "Escrow Receipts" shall have the meaning set forth in the Purchase Agreement. "Exchange Certificates" shall mean the pass through certificates issued under the Pass Through Trust Agreements or the Successor Pass Through Trust Agreements, as the case may be, and otherwise containing terms identical in all material respects to the Initial Certificates (except that, with respect to the Exchange Certificates of each Trust, (i) interest thereon shall accrue as set forth in Section 2(a) hereof, (ii) the transfer restrictions thereon shall be eliminated, (iii) certain provisions relating to an increase in the stated rate of interest thereon shall be eliminated and (iv) such Exchange Certificates shall initially be available only in book-entry form) to be offered to Holders of Initial Certificates in exchange for Initial Certificates pursuant to the Exchange Offer. "Exchange Offer" shall mean the exchange offer by the Company of Exchange Certificates for Registrable Certificates pursuant to Section 2(a) hereof. "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean a Registration Statement on Form S-4 (or, if applicable, on another appropriate form) filed with the SEC pursuant to 4 3 Section 2(a) of this Agreement, and all amendments and supplements to such Registration Statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Holders" shall mean each of the Initial Purchasers, for so long as they own any Registrable Certificates, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Certificates. "Initial Certificates" has the meaning set forth in the preamble of this Agreement. "Initial Purchasers" shall have the meaning set forth in the preamble of this Agreement. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Certificates; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Certificates is required hereunder, Registrable Certificates held by the Company or any of its "affiliates" (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent holders of Registrable Certificates if such subsequent holders are deemed to be affiliates solely by reason of their holding of such Registrable Certificates) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage or amount. "NASD" shall mean the National Association of Securities Dealers, Inc. "Original Trusts" shall have the meaning set forth in the preamble of this Agreement. "Participating Broker-Dealer" shall have the meaning set forth in Section 3(f) of this Agreement. "Pass Through Trust Agreements" shall mean each of the Pass Through Trust Agreements relating to the Initial Certificates between the Company and each Trustee, as may be amended from time to time in accordance with the terms thereof. "Person" shall mean an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Certificates covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. 5 4 "Purchase Agreement" shall have the meaning set forth in the preamble of this Agreement. "Registrable Certificates" shall mean the Initial Certificates; provided, however, that the Initial Certificates shall cease to be Registrable Certificates when (i) a Shelf Registration Statement with respect to such Initial Certificates shall have been declared effective under the 1933 Act and such Initial Certificates shall have been disposed of pursuant to such Shelf Registration Statement, (ii) such Initial Certificates shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act or may then be sold to the public pursuant to paragraph (k) of said Rule 144 (or any similar provision then in force) by Holders other than "affiliates" or former "affiliates" (as such term is defined in paragraph (a) of Rule 144) of the Company, (iii) such Initial Certificates shall have ceased to be outstanding or (iv) such Initial Certificates have been exchanged for Exchange Certificates upon consummation of the Exchange Offer. "Registration Default" shall have the meaning set forth in Section 2(b) of this Agreement. "Registration Event" shall mean the declaration of the effectiveness by the SEC of an Exchange Offer Registration Statement or a Shelf Registration Statement. "Registration Expenses" shall mean any and all reasonable expenses incident to performance of or compliance by the Company and the Trustees with this Agreement, including without limitation: (i) all SEC, stock exchange or NASD registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with state or other securities or blue sky qualification of any of the Exchange Certificates or Registrable Certificates), (iii) all expenses incurred by the Company in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Certificates on any securities exchange or exchanges, (vi) all fees and disbursements relating to the qualification of the Pass Through Trust Agreements and the Successor Pass Through Trust Agreements under applicable securities laws, (vii) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (viii) the reasonable fees and expenses of the Trustees, including their counsel, and any escrow agent or custodian, (ix) in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and 6 5 which counsel may also be counsel for the Initial Purchasers) and (x) any reasonable fees and disbursements of the underwriters, if any, in connection with any Shelf Registration Statement, and the reasonable fees and expenses of any special experts retained by the Company in connection with any Registration Statement, in each case as are customarily required to be paid by issuers, but excluding (with respect to clauses (iii) through (x) above) fees of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any relating to the sale or disposition of Registrable Certificates by a Holder. "Registration Statement" shall mean any registration statement of the Company which covers any of the Exchange Certificates or Registrable Certificates pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission, as from time to time constituted or created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties on such date. "Shelf Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers some or all of the Registrable Certificates (but no other securities unless approved by the Holders whose Registrable Certificates are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Staff" shall mean the Staff of the Division of Corporation Finance of the SEC. "Successor Pass Through Trust Agreements" shall mean each of the Successor Pass Through Trust Agreements entered into on the date hereof between the Company and each Trustee forming the Successor Trusts, as may be amended from time to time in accordance with the terms thereof. "Successor Trusts" shall have the meaning set forth in the preamble of this Agreement. 7 6 "TIA" shall have the meaning set forth in Section 3(l) of this Agreement. "Transfer Date" shall have the meaning set forth in the Purchase Agreement. "Trustees" shall mean the trustees under the Pass Through Trust Agreements or the Successor Pass Through Trust Agreements, as the case may be. "Trusts" shall mean the Class G Trust, the Class C Trust and the Class D Trust, or the Successor Trusts, as the case may be. 2. Registration under the 1933 Act. (a) Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff, the Company shall use its best efforts (A) to file with the SEC within 120 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Certificates for Exchange Certificates, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 210 days after the Closing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Registrable Certificates for Exchange Certificates (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Certificates in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Certificates) to trade such Exchange Certificates from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall or shall direct the Trustees to and the Trustee shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of DTC for the Exchange Offer with respect to Initial Certificates evidenced by global certificates; (iv) permit Holders to withdraw tendered Registrable Certificates at any time prior to the close of business, New York City time, on the last Business Day on which the 8 Exchange Offer shall remain open, by delivering to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Certificates delivered for exchange, and a statement that such Holder is withdrawing its election to have such Registrable Certificates exchanged; (v) use its best efforts to ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not, prior to the consummation of the Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; and (vi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall or shall direct the Trustees to and the Trustees shall: (i) accept for exchange Registrable Certificates duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) cancel or cause to be canceled all Registrable Certificates so accepted for exchange by the Company; and (iii) promptly cause to be authenticated and delivered Exchange Certificates to each Holder of Registrable Certificates equal in amount to the Registrable Certificates of such Holder so accepted for exchange. Interest on each Exchange Certificate will accrue from the last date on which interest was paid on the Registrable Certificates surrendered in exchange therefor or, if no interest has been paid on the Registrable Certificates, from the Closing Date. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff. Each Holder of Registrable Certificates (other than Participating Broker-Dealers) who wishes to exchange such Registrable Certificates for Exchange Certificates in the Exchange Offer shall represent that (i) it is not an "affiliate" of the Company or the Trustee within the meaning of Rule 405 under the 1933 Act, (ii) any Exchange Certificates to be received by it were 9 8 acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Certificates. (b) Shelf Registration. (i) If, because of any change in law or applicable interpretations thereof by the Staff, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer is not consummated within 210 days after the Closing Date (a "Registration Default"), or (iii) if any Holder (other than an Initial Purchaser) is not eligible to participate in the Exchange Offer or (iv) upon the request of any Initial Purchaser (with respect to any Registrable Certificates which it acquired directly from the Company) following the consummation of the Exchange Offer if such Initial Purchaser shall hold Registrable Certificates which it acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to such Initial Purchaser, pursuant to applicable law or applicable interpretation of the Staff to participate in the Exchange Offer, the Company shall, at its cost: (A) as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Certificates by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Certificates and set forth in such Shelf Registration Statement, and use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 180th day after the Closing Date in the event that the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof (or promptly if the Exchange Offer is not consummated within 210 days after the Closing Date or in the event of a request by any Holder pursuant to clause (iii) above or any Initial Purchaser pursuant to clause (iv) above). In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Certificates and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Certificates held by such Holder or such Initial Purchaser after completion of the Exchange Offer. If the Company files a Shelf Registration Statement pursuant to Section 2(b)(i) or (ii) hereof, the Company will no longer be required to effect the Exchange Offer; (B) use its best efforts to keep the Shelf Registration Statement continuously effective, in order to permit the Prospectus forming part thereof to be usable by Holders, until the end of the period referred to in Rule 144(k) or any successor provision thereof (or one year from the Closing Date if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iv) above) or such shorter period as shall end when all of the Registrable Certificates covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding; and 10 9 (C) notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with information furnished to the Company by or on behalf of a Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) during the period in which the Shelf Registration Statement is effective any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time) (in any case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to Holders' Information and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Certificates included in the Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC. The Company shall be allowed a period of five days, beginning on the first day a Registration Default occurs, to cure such Registration Default before the Company will be required to comply with the requirements of Section 2(b). (c) Expenses. The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or 2(b) and, in the case of any Shelf Registration Statement, will reimburse the Holders or Initial Purchasers for the reasonable fees and disbursements of one firm or counsel designated in writing by the Majority Holders to act as counsel for the Holders of the Registrable Certificates in connection therewith. Each Holder shall pay all expenses of its counsel, other than as set forth in the preceding sentence, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Certificates pursuant to the Shelf Registration Statement. (d) Effective Registration Statement. (i) The Company will be deemed not to have used its best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if the Company voluntarily takes any action that would result in any such Registration Statement not being declared effective or in the Holders of Registrable Certificates 11 10 covered thereby not being able to exchange or offer and sell such Registrable Certificates during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly complies with the requirements of Section 3(j) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Certificates pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Certificates pursuant to such Registration Statement may legally resume. (e) Increase in Interest Rate. In the event that no Registration Event has occurred on or prior to the 210th day after the Closing Date, the interest rate per annum payable in respect of the Initial Certificates shall be increased by 0.50%, effective from and including such 210th day, to but excluding the earlier of (i) the date on which a Registration Event occurs and (ii) the date on which there cease to be any Registrable Certificates, which additional interest shall be paid through a combination of an increase in the interest rate per annum borne by the Equipment Notes of 0.50% and, if applicable, an increase in the interest rate per annum payable on the Deposits of 0.50% pursuant to the Depositary Agreements. In the event that the Shelf Registration Statement ceases to be effective at any time during the period specified by Section 2(b)(B) hereof for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate payable in respect of the Initial Certificates shall be increased by 0.50% per annum from the 61st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective (or, if earlier, the end of the period specified by Section 2(b)(B) hereof), which additional interest shall be paid through a combination of an increase in the interest rate per annum borne by the Equipment Notes of 0.50% and, if applicable, an increase in the interest rate per annum payable on the Deposits of 0.50% pursuant to the Depositary Agreements. (f) Specific Performance. Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, each Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof. 12 11 3. Registration Procedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Sections 2(a) and 2(b) hereof, the Company shall: (a) prepare and file with the SEC a Registration Statement, within the time period specified in Section 2, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Certificates by the selling Holders thereof and (iii) shall comply as to form in all material respects with the requirements of the applicable form; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; (c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Certificates when a Shelf Registration Statement with respect to the Registrable Certificates has been filed and advise such Holders that the distribution of Registrable Certificates will be made in accordance with the method elected by the Majority Holders; (ii) furnish to each Holder of Registrable Certificates included within the coverage of the Shelf Registration Statement at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all reports, other documents and exhibits filed with the SEC (including those incorporated by reference) at the expense of the Company, (iii) furnish to each Holder of Registrable Certificates included within the coverage of the Shelf Registration Statement, to counsel for the Holders and to each underwriter of an underwritten offering of Registrable Certificates, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto as such Holder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Certificates; and (iv) subject to the last paragraph of this Section 3, consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Certificates included in the Shelf Registration Statement in connection with the offering and sale of the Registrable Certificates covered by the Prospectus or any amendment or supplement thereto; (d) use its best efforts to register or qualify the Registrable Certificates or cooperate with the Holders of Registrable Certificates and their counsel in the registration or qualification of such Registrable Certificates under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Certificates covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Certificates shall reasonably request in writing, to cooperate with the Holders in connection with any filings required to be made with the NASD, and do any and all other 13 acts and things which may be reasonably necessary or advisable to enable such Holders to consummate the disposition in each such jurisdiction of such Registrable Certificates owned by such Holders; provided, however, that in no event shall the Company be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d) or (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction if it is not then so subject; (e) in the case of a Shelf Registration or in the case of an Exchange Registration, if the Company has received from a Participating Broker-Dealer the notice specified in Section 3(f)(A)(ii), notify each Holder of Registrable Certificates included in such Shelf Registration or such Exchange Registration and such Participating Broker-Dealer promptly and, if requested by such Holder, Participating Broker-Dealer or their counsel, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration at the closing of any sale of Registrable Certificates if, between the effective date of a Shelf Registration Statement and such closing, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to such offering cease to be true and correct in all material respects, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (vi) of the happening of any material event or the discovery of any material facts during the period a Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein (in the case of the Prospectus in light of the circumstances under which they were made) not misleading and (vii) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate; (f) (A) in the case of the Exchange Offer, (i) include in the Exchange Offer Registration Statement a "Plan of Distribution" section covering the use of the Prospectus included in the Exchange Offer Registration Statement by broker-dealers who have exchanged their Registrable Certificates for Exchange Certificates for the resale of such Exchange Certificates, (ii) furnish to each broker-dealer who has delivered to the Company a notice that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement to sell Exchange Certificates and is required to deliver a Prospectus and who agrees to be bound by the applicable terms of this Agreement, without charge, as many copies of each Prospectus included in the Exchange Offer 14 13 Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such broker-dealer may reasonably request, (iii) include in the Exchange Offer Registration Statement a statement that any broker-dealer who holds Registrable Certificates acquired for its own account as a result of market-making activities or other trading activities (a "Participating Broker-Dealer"), and who receives Exchange Certificates for Registrable Certificates pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Certificates, (iv) subject to the last paragraph of Section 3, hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any broker-dealer who has delivered the notice specified in clause (ii) above in connection with the sale or transfer of the Exchange Certificates covered by the Prospectus or any amendment or supplement thereto, and (v) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following provision: "If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Certificates. If the undersigned is a broker-dealer that will receive Exchange Certificates for its own account in exchange for Registrable Certificates, it represents that the Registrable Certificates to be exchanged for Exchange Certificates were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Certificates pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the 1933 Act"; (B) to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to cause to be delivered at the request of an entity representing the Participating Broker-Dealers (which entity shall be Morgan Stanley & Co. Incorporated, unless it elects not to act as such representative) only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last date for which exchanges are accepted pursuant to the Exchange Offer and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (C) below; (C) to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for such period of time as any Participating Broker-Dealer must comply with the prospectus delivery requirements of the 1933 Act; 15 provided, however, that such period shall not exceed the 180-day period specified in clause (D) below; and (D) not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement as would otherwise be contemplated by Section 3(b), or take any other action as a result of this Section 3(f), for a period exceeding 180 days after the last date for which exchanges are accepted pursuant to the Exchange Offer (as such period may be extended by the Company) and Participating Broker-Dealers shall not be authorized by the Company to, and shall not, deliver such Prospectus after such period in connection with resales contemplated by this Section 3; (g) (A) in the case of an Exchange Offer, furnish counsel for the Initial Purchasers and (B) in the case of a Shelf Registration, furnish counsel for the Holders of Registrable Certificates copies of any request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information; (h) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as practicable; (i) unless any Registrable Certificates are in book entry form only, in the case of a Shelf Registration, cause the Trustees to cooperate with the selling Holders of Registrable Certificates to facilitate the timely preparation and delivery of certificates representing Registrable Certificates to be sold free from any restrictive legends; and cause such Registrable Certificates to be in such denominations (consistent with the provisions of the Pass Through Trust Agreements or the Successor Pass Through Trust Agreements, as the case may be) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least two Business Days prior to the closing of any sale of Registrable Certificates; (j) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, use its best efforts to prepare a post-effective amendment to a Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Initial Purchasers of the Registrable Certificates, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify each Holder to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and each Holder hereby agrees to suspend use of the Prospectus as promptly as practicable upon receipt of such notice until the Company has amended or supplemented the Prospectus to correct such misstatement or omission or until notified that use of the Prospectus may be resumed, provided that the Company shall use all reasonable efforts to cause such suspension not 16 15 to last more than 30 days per occurrence or more than 60 days in aggregate in a calendar year. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of such determination and to furnish each Holder such numbers of copies of the Prospectus, as amended or supplemented, as such Holder may reasonably request; (k) obtain a CUSIP number for all Exchange Certificates, or Registrable Certificates, as the case may be, of each Trust not later than the effective date of an Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, and provide the Trustees with certificates evidencing the Exchange Certificates or the Registrable Certificates, as the case may be, held in book entry form, in a form eligible for deposit with DTC; (l) (i) cause the Pass Through Trust Agreements or Successor Pass Through Trust Agreements, as the case may be, to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Certificates, or Registrable Certificates, as the case may be, (ii) cooperate with the Trustees and the Holders to effect such changes to the Pass Through Trust Agreements or Successor Pass Through Trust Agreements as may be required for the Pass Through Trust Agreements or Successor Pass Through Trust Agreements, as the case may be, to be so qualified in accordance with the terms of the TIA and (iii) execute, and use its best efforts to cause the Trustees to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Pass Through Trust Agreements or Successor Pass Through Trust Agreements, as the case may be, to be so qualified in a timely manner; (m) in the case of a Shelf Registration, enter into such customary agreements (including underwriting agreements in customary form) and take all other customary and appropriate actions (including those reasonably requested by the Holders of a majority in principal amount of Registrable Certificates being sold) in order to expedite or facilitate the disposition of such Registrable Certificates and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (i) make such representations and warranties to the Holders of such Registrable Certificates and the underwriters, if any, in form, substance and scope as are customarily made by the Company to underwriters in similar underwritten offerings as may be reasonably requested by them; (ii) obtain opinions of counsel to the Company (who may be the general counsel of the Company) and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, or if there are no such managing underwriters, to the Holders 17 16 of a majority in principal amount of the Registrable Certificates being sold) addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings; (iii) obtain a "cold comfort" letter and updates thereof from the Company's independent certified public accountants addressed to the underwriters, if any, such letter to be in customary form and covering such matters of the type customarily covered in "cold comfort" letters in connection with similar underwritten offerings as the managing underwriters shall reasonably request; (iv) enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Registrable Certificates, which agreement shall be in form, substance and scope customary for similar offerings; (v) if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Section 5 hereof (or such other provisions and procedures acceptable to Holders of a majority in principal amount of Registrable Certificates being sold and the managing underwriters) with respect to all parties to be indemnified pursuant to said Section; and (vi) deliver such other documents and certificates as may be reasonably requested by Holders of a majority in principal amount of Registrable Certificates being sold, and as are customarily delivered in similar offerings. The above shall be done at (i) the effectiveness of such Registration Statement (and, if appropriate, each post-effective amendment thereto) if appropriate in connection with any particular disposition of Registrable Certificates and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder. In the case of any underwritten offering, the Company shall provide written notice to the Holders of all Registrable Certificates of such underwritten offering at least 30 days prior to the filing of the prospectus supplement in connection with such underwritten offering. Such notice shall (x) offer each such Holder the right to participate in such underwritten offering, (y) specify a date, which shall be no earlier than 10 days following the date of such notice, by which such Holder must inform the Company of its intent to participate in such underwritten offering and (z) include the instructions such Holder must follow in order to participate in such underwritten offering; (n) in the case of a Shelf Registration, make available for inspection by representatives of the Holders of the Registrable Certificates and any underwriters participating in any disposition pursuant to a Shelf Registration Statement and any 18 17 counsel or accountant retained by such Holders or underwriters, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by it, and cause the respective officers, directors, employees, and any other agents of the Company to make reasonably available all relevant information reasonably requested by any such representative, underwriter, counsel or accountant in connection with a Registration Statement, in each case as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such representatives, underwriters, counsel or accountant, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that the foregoing inspection and information gathering shall, to the extent reasonably possible, be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of such Holders and other parties; and provided further that each person performing such inspection and information gathering will be required to execute a confidentiality agreement containing customary terms and provisions and to agree that upon learning that disclosure of such information is sought in connection with a court proceeding or required by law, it will give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of such confidential information; (o) (i) a reasonable time prior to the filing of any Exchange Offer Registration Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Initial Purchasers, and use its best efforts to reflect in any such document when filed such comments as any of the Initial Purchasers or their counsel may reasonably request; (ii) in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus (unless such supplement is being filed in response to a request by a Holder to amend any Holder's Information with respect to such Holder), provide copies of such document to the Holders of Registrable Certificates participating in a disposition thereunder, to the Initial Purchasers, to counsel on behalf of the Holders and to the underwriter or underwriters of an underwritten offering of Registrable Certificates, if any, and use its best efforts to reflect such comments in any such document when filed as such Holders of Registrable Certificates, their counsel and any underwriter may reasonably request; and (iii) cause the representatives of the Company to be available for discussion of such document as shall be reasonably requested by such Holders of Registrable Certificates, the Initial Purchasers on behalf of such Holders or any underwriter and shall not at any time make any filing of any such document of which such Holders, the Initial Purchasers on behalf of such Holders, their counsel or any underwriter shall not have previously been advised and furnished a copy or to which such Holders, the Initial Purchasers on behalf of such Holders, their counsel or any underwriter shall reasonably object; 19 18 (p) use its best efforts to cause the Exchange Certificates or Registrable Certificates, as the case may be, to be rated with two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(12) under the 1933 Act); (q) in the case of a Shelf Registration, use its best efforts to cause all Registrable Certificates to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Company are then listed if requested by the Majority Holders, to the extent such Registrable Certificates satisfy applicable listing requirements; and (r) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable after the effective date of a Registration Statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder. In the case of a Shelf Registration Statement, the Company may (as a condition to such Holder's participation in the Shelf Registration) require each Holder of Registrable Certificates to agree to be bound by the applicable terms of this Agreement and to furnish to the Company such information regarding such Holder and the proposed distribution by such Holder of such Registrable Certificates as the Company may from time to time reasonably request and the Company may exclude from such registration the Registrable Certificates of any Holder that fails to furnish such information within a reasonable time after receiving such request. Each Holder as to which any Shelf Registration is being effected hereby agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event or the discovery of any facts, each of the kind described in Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, such Holder will forthwith discontinue disposition of Registrable Certificates pursuant to such Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(j) hereof or it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in its possession other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Certificates current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Certificates pursuant to a Registration Statement as a result of the happening of any event or the discovery of any facts, each of the kind described in Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, the Company shall be deemed to have used its best efforts to keep the Registration Statement effective during such period of suspension provided that the Company shall use its best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Registration Statement and shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the 20 19 number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. 4. Underwritten Offering. The Holders of Registrable Certificates covered by a Shelf Registration Statement who desire to do so may sell such Registrable Certificates in an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the period such Shelf Registration Statement is required to be effective pursuant to Section 2(b)(B) hereof. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Registrable Certificates in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Certificates are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders. 5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless, each Initial Purchaser, each Holder and each person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by any Initial Purchaser, any Holder or any such controlling person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Certificates or Registrable Certificates were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Initial Purchasers or any Holder furnished to the Company in writing by the Initial Purchasers or any selling Holder expressly for use therein; provided, however, that the foregoing indemnity 21 20 agreement with respect to any preliminary Prospectus shall not inure to the benefit of any Person from whom the Person asserting any such losses, claims, damages or liabilities purchased Registrable Certificates, or any person controlling such seller, if a copy of the final Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such seller to such purchaser with or prior to the written confirmation of the sale of the Registrable Certificates to such Person, and if the final Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. In connection with any underwritten offering permitted by Section 4, the Company will also indemnify the underwriters participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each Initial Purchaser, the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Initial Purchasers and the Holders, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, may elect to or upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing (i) by the Initial Purchasers in the case of the Initial Purchasers and related parties indemnified pursuant to paragraph (a) above, (ii) by the Majority Holders in the case of the Holders and related parties indemnified pursuant to paragraph (a) above, and (iii) by the Company in the case of parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be 22 21 liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective aggregate principal amount of Registrable Certificates of such Holder that were registered pursuant to a Registration Statement. (e) The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Certificates were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 23 22 The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or directors or any person controlling the Company, (iii) acceptance of any of the Exchange Certificates and (iv) any sale of Registrable Certificates pursuant to a Shelf Registration Statement. 6. Miscellaneous. (a) Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Certificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. (b) Purchase and Sale of Certificates. The Company shall not, and the Company shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Initial Certificates. (c) Trustees. The Trustees shall take such action as may be reasonably requested by the Company in connection with the Company satisfying its obligations arising under this Agreement; provided that the Company shall provide to the Trustee (as Trustee and in its individual capacity) such indemnity in connection therewith as the Trustee may reasonably request, subject to any separate fee arrangement between the Company and the Trustee. (d) No Inconsistent Agreements. The Company has not entered into nor will the Company on or after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Certificates in this Agreement or otherwise conflicts with the provisions hereof. (e) Amendments and Waivers. Except as otherwise expressly permitted in the Pass Through Trust Agreements or the Successor Pass Through Trust Agreements, the provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Certificates affected by 24 23 such amendment, modification, supplement, waiver or departure; provided, however, that no amendment, modification, supplement or waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Certificates unless consented to in writing by such Holder. (f) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(f), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(f). All such notices and communications shall be deemed to have been duly given when received or, if made by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business Day. Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustees, at the address specified in the Pass Through Trust Agreements or the Successor Pass Through Trust Agreements, as the case may be. (g) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Certificates in violation of the terms hereof or of the Purchase Agreement or the Pass Through Trust Agreements or Successor Pass Through Trust Agreements. If any transferee of any Holder shall acquire Registrable Certificates, in any manner, whether by operation of law or otherwise, such Registrable Certificates shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Certificates, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. Upon the occurrence of the transfers contemplated by the Assignment and Assumption Agreements (as defined in the Pass Through Trust Agreements), the trustee of each Original Trust shall (without any further act) be deemed to have transferred all of its rights, title and interest in and to this Agreement to the trustee of the corresponding Successor Trust and, thereafter, the trustee of each Successor Trust shall be deemed to be the "Trustee" of such Successor Trust with the rights and obligations of a "Trustee" hereunder. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by any other Holder to comply with, or any breach by any other Holder of, any of the obligations of such other Holder under this Registration Rights Agreement. 25 24 (h) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder and to the obligations of the Company hereunder and shall have the right to enforce such agreements and obligations directly to the extent any such Holder deems such enforcement necessary or advisable to protect the rights expressed to be for its benefit hereunder. (i) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (j) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (k) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (l) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 26 25 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir ---------------------------------- Name: Thomas T. Weir Title: Vice President WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee under each of the Original Trusts By: /s/ W. Chris Sponenberg ---------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President Confirmed and accepted as of the date first above written: SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC., MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC., TOKYO-MITSUBISHI INTERNATIONAL PLC By: SALOMON SMITH BARNEY INC. By: /s/ Roy Chandran -------------------------- Name: Roy Chandran Title: Director EX-4.14 13 p65531ex4-14.txt EX-4.14 1 EXHIBIT 4.14 - -------------------------------------------------------------------------------- DEPOSIT AGREEMENT (Class G) Dated as of May 17, 2001 between WILMINGTON TRUST COMPANY as Escrow Agent and CITIBANK, N.A. as Depositary - -------------------------------------------------------------------------------- 2 DEPOSIT AGREEMENT (Class G) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, this "Agreement") between WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the "Escrow Agent"), and CITIBANK, N.A., a national banking association as depositary bank hereunder (the "Depositary"). W I T N E S S E T H WHEREAS, America West Airlines, Inc. ("America West") and Wilmington Trust Company, not in its individual capacity except as otherwise expressly provided therein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") have entered into a Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Pass Through Trust Agreement") relating to America West Airlines Pass Through Trust 2001-1G-O pursuant to which the America West Airlines Pass Through Trust, Series 2001-1G-O Certificates referred to therein (the "Certificates") are being issued (the date of such issuance, the "Issuance Date"); WHEREAS, America West and Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers" and, together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") have entered into a Purchase Agreement dated as of May 10, 2001 pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Initial Purchasers (the net proceeds of such sale being herein referred to as the "Net Proceeds"); WHEREAS, America West, the Pass Through Trustee, certain other pass through trustees and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the "Equipment Notes") issued to finance or refinance the acquisition of aircraft by America West, as lessee or as owner, utilizing a portion of the Net Proceeds; WHEREAS, the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and Wilmington Trust Company, as paying agent for the Escrow Agent (in such capacity, together with its successors in such capacity, the "Paying Agent") concurrently herewith are entering into an Escrow and Paying Agent Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Escrow and Paying Agent Agreement"); and WHEREAS, the Initial Purchasers and the Pass Through Trustee intend that the Net Proceeds (excluding any amount used to purchase Equipment Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such 3 withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee. NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to act as depositary bank as provided herein and in connection therewith to accept all amounts to be delivered to or held by the Depositary pursuant to the terms of this Agreement. The Depositary further agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined below) during the term of this Agreement in accordance with the provisions of this Agreement. The Depositary shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed between and among the parties hereto. This Agreement sets forth all of the obligations of the Depositary, and no additional obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document. The Escrow Agent shall not have any right to withdraw, assign or otherwise transfer moneys held in the Accounts except as permitted by this Agreement. SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to establish the separate deposit accounts listed on Schedule I hereto and to establish such additional separate deposit accounts as may be required in connection with the deposits contemplated by Section 1.6 hereof (each, an "Account" and collectively, the "Accounts"), each in the name of the Escrow Agent and all on the terms and conditions set forth in this Agreement. SECTION 1.3 Deposits. The Escrow Agent shall direct the Initial Purchasers to deposit with the Depositary on the date of this Agreement (the "Deposit Date") in Federal (same day) funds by wire transfer to the account of Citibank, N.A. at Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005, ABA#021000089, Account No. 3611-4325, Attention: Citibank Agency & Trust, Reference: America West Airlines 2001-1G, and the Depositary shall accept from the Initial Purchasers, on behalf of the Escrow Agent, the sum of US$325,143,000 (or such lesser amount equal to the Net Proceeds less amounts used to purchase Equipment Notes on the Issuance Date). Upon acceptance of such sum, the Depositary shall (i) establish each of the deposits specified in Schedule I hereto maturing on December 26, 2002 (including any deposit made pursuant to Section 1.6 hereof, individually, a "Deposit" and, collectively, the "Deposits") and (ii) credit each Deposit to the related Account as set forth therein. No amount shall be deposited in any Account other than the related Deposit. SECTION 1.4 Interest. (a) Each Deposit shall bear interest from and including the date of deposit to but excluding the date of withdrawal at the rate of 7.10% per annum (computed on the basis of a year of twelve 30-day months) payable to the Paying Agent on behalf of the Escrow Agent semi-annually in arrears on each April 2 and October 2 commencing on October 2, 2001 (each, an "Interest Payment Date") and, as provided in Section 1.5(b) hereof, on the date of the Final Withdrawal (as defined below), all in accordance with the terms of this Agreement (whether or not any such Deposit is withdrawn on an Interest Payment Date). Interest accrued on 2 4 any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below) shall be paid on the next Interest Payment Date, notwithstanding any intervening Final Withdrawal (as defined below). In addition, interest accrued on any Deposit that is withdrawn pursuant to a Notice of Replacement Withdrawal (as defined below) but not paid on the date of the Final Withdrawal shall be paid on the next Interest Payment Date. (b) The parties hereto further acknowledge and agree that upon any increase in the rate of interest on the Certificates (such increase referred to as a "Rate Increase") pursuant to the terms of the Registration Rights Agreement, the rate of interest borne by each Deposit in accordance with Section 1.4(a) above shall increase by the amount of such Rate Increase, and upon any subsequent decrease in the rate of interest on the Equipment Notes (such decrease referred to as a "Rate Decrease") pursuant to the terms of the Registration Rights Agreement, the rate of interest borne by such Deposit shall decrease by the amount of such Rate Decrease. For the purposes of this Section 1.4(b), "Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated the date hereof among America West, the Pass Through Trustee, certain other pass through trustees and the Initial Purchasers. SECTION 1.5 Withdrawals. (a) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least one Business Day prior to the date of such requested withdrawal in the form of Exhibit A hereto (a "Notice of Purchase Withdrawal"), withdraw not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, subject to the Depositary's payment obligation pursuant to the penultimate sentence of Section 1.4(a) hereof, close such Account. As used herein, "Business Day" means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Phoenix, Arizona or Wilmington, Delaware. The Depositary reserves the right, upon at least 14 days' prior written notice to America West, the Escrow Agent and the Pass Through Trustee, to require seven days' notice for any withdrawal. (b) (i) The Escrow Agent may, subject to Section 1.02(d) of the Escrow and Paying Agent Agreement, by providing at least 15 days' prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a "Notice of Final Withdrawal"), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a "Final Withdrawal"), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before December 5, 2002 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on December 26, 2002. (ii) The Escrow Agent may, by providing at least 15 days' prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a "Notice of Replacement Withdrawal"), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of 3 5 all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a "Replacement Withdrawal"), on such date as shall be specified in such Notice of Replacement Withdrawal. (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a "Withdrawal Notice") complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. If such complying Withdrawal Notice is received by the Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the Depositary shall make the payments requested in such Withdrawal Notice no later than 11:00 a.m. (New York City time) on the next succeeding Business Day or such later day specified in such Withdrawal Notice, and if such complying Withdrawal Notice is received by the Depositary after 11:00 a.m. (New York City time) on a Business Day, the Depositary shall make the payments requested in such Withdrawal Notice no later than 11:00 a.m. (New York City time) on the second Business Day next following such Business Day. SECTION 1.6 Other Accounts. On the date of withdrawal of any Deposit pursuant to a Notice of Purchase Withdrawal, the Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall be entitled to re-deposit with the Depositary any portion thereof and the Depositary shall accept the same for deposit hereunder; provided the Depositary receives a written request from the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. On the Issuance Date, the Escrow Agent, or the Pass Through Trustee, on behalf of the Escrow Agent, shall be entitled to deposit with the Depositary any portion of the Net Proceeds not theretofore deposited hereunder and not used to purchase Equipment Notes on such date and the Depositary shall accept the same for deposit hereunder; provided the Depositary receives a written request from the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. Any sums so received for deposit shall be established as a new Deposit and credited to a new Account, all as more fully provided in Section 1.3 hereof, and thereafter the provisions of this Agreement shall apply thereto as fully and with the same force and effect as if such Deposit had been established on the Deposit Date except that (i) such Deposit may not be withdrawn prior to the date seven days after the establishment thereof and (ii) such Deposit shall mature on December 26, 2002 and bear interest as provided in Section 1.4. The Depositary shall promptly give notice to the Escrow Agent of receipt of each such re-deposit and the account number assigned thereto. SECTION 2. Termination. This Agreement shall terminate on the fifth Business Day after the later of the date on which (i) all of the Deposits shall have been withdrawn and paid as provided herein without any re-deposit of such funds and (ii) all accrued and unpaid interest on the Deposits shall have been paid as provided herein, but in no event prior to the date on which the Depositary shall have performed in full its obligations hereunder. For the avoidance of doubt, the obligations of the Depositary under the last two sentences of Section 1.4(a) hereof shall remain in full force and effect notwithstanding the execution and delivery of a replacement Deposit Agreement in accordance with Section 4(a)(vii) of the Note Purchase Agreement. SECTION 3. Payments. All payments (including, without limitation, those payments made in respect of Taxes (as defined and provided for below)) made by the Depositary hereunder 4 6 shall be paid in United States Dollars and immediately available funds by wire transfer (i) in the case of accrued interest on the Deposits payable under Section 1.4 hereof or any Final Withdrawal, directly to the Paying Agent at Wilmington Trust Company, Wilmington, Delaware, ABA# 031100092, for credit to the account of America West 2001-1, Account No. 55176-0, Attention: Tracy McLamb, Telephone No. (302) 651-1065, Reference: America West 2001-1G, or to such other account as the Paying Agent may direct from time to time in writing to the Depositary and the Escrow Agent and (ii) in the case of any withdrawal of one or more Deposits pursuant to a Notice of Purchase Withdrawal or Notice of Replacement Withdrawal, directly to or as directed by the Pass Through Trustee as specified and in the manner provided in such Notice of Purchase Withdrawal or Notice of Replacement Withdrawal. The Depositary hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right (whether arising under applicable law, contract or otherwise) it may have against the Deposits howsoever arising. All payments on or in respect of each Deposit shall be made free and clear of and without reduction for or on account of any and all taxes, levies or other impositions or charges (collectively, "Taxes"). However, if the Depositary or the Paying Agent (pursuant to Section 2.04 of the Escrow and Paying Agent Agreement) shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder, the Depositary shall (i) make such deductions or withholding and (ii) pay the full amount deducted or withheld (including in respect of such additional amounts) to the competent taxation authority. If the date on which any payment due on any Deposit would otherwise fall on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day, and no additional interest shall accrue in respect of such extension. SECTION 4. Representation and Warranties. The Depositary hereby represents and warrants to America West, the Escrow Agent, the Pass Through Trustee, the Initial Purchasers and the Paying Agent that: (1) it is a national banking association duly organized and existing under the laws of the United States; (2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter 5 7 documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or material violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a material default thereunder or results or will result in the imposition of any lien upon any of its properties; and (6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement. SECTION 5. Transfer. Neither party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a successor escrow agent under the Escrow and Paying Agent Agreement, and any purported assignment in violation thereof shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent) permitted assigns. Upon the occurrence of the Transfer (as defined below) contemplated by the Assignment and Assumption Agreement (as defined below), the Pass Through Trustee shall (without further act) be deemed to have transferred all of its right, title and interest in and to this Agreement to the trustee of the Successor Trust (as defined below) and, thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass Through Trustee" hereunder with the rights of the "Pass Through Trustee" hereunder, and each reference herein to "America West Airlines Pass Through Trust 2001-1G-O" shall be deemed to be a reference to "America West Airlines Pass Through Trust 2001-1G-S". The Escrow Agent and the Depositary hereby acknowledge and consent to the Transfer contemplated by the Assignment and Assumption Agreement. For the purposes of this Section 6, "Transfer" means the transfer contemplated by the Assignment and Assumption Agreement; "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Pass Through Trustee and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Pass Through Trust Agreement; and "Successor Trust" means the America West Airlines Pass Through Trust 2001-1G-S. SECTION 6. Amendment, Etc. This Agreement may not be amended, waived or otherwise modified except by an instrument in writing signed by the parties hereto. SECTION 7. Notices. (a) Unless otherwise expressly provided herein, any notice, instruction or other communication under this Agreement shall be in writing (including by facsimile) and shall be deemed to be given and effective upon receipt thereof (or, if received after normal business hours, the next open of business on a Business Day). All notices shall be sent to (x) in the case of the Depositary, Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005, Attention: Citibank Agency & Trust (Telecopier: (212) 657-3862) or (y) in the case of 6 8 the Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302) 651-8882), in each case, with a copy to the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302) 651-8882) and to America West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix, Arizona 95043, Attention: Senior Vice President-Legal Affairs (Telecopier: (480) 693-5904) (or at such other address as any such party may specify from time to time in a written notice to the parties hereto). On or prior to the execution of this Agreement, the Escrow Agent has delivered to the Depositary an incumbency certificate containing specimen signatures of the representatives of the Escrow Agent who are authorized to give notices and instructions with respect to this Agreement. The Depositary may conclusively rely on such certificate until the Depositary receives written notice from the Escrow Agent to the contrary. (b) The Depositary shall be fully protected and authorized in relying upon any instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any party without being required to make any investigation or inquiry thereof to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Depositary may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. The Depositary shall not be deemed to have any duty or notice unless and until it has been provided with written notice. SECTION 8. Obligations Unconditional. The Depositary hereby acknowledges and agrees that its obligation to repay each Deposit together with interest thereon as provided herein is absolute, irrevocable and unconditional and constitutes a full recourse obligation of the Depositary enforceable against it to the full extent of all of its assets and properties. Anything to the contrary notwithstanding, the Depositary may consult with legal counsel of its selection in the event of any dispute, or question as to the meaning or construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully authorized and protected in acting in accordance with the opinion and instructions of such counsel. SECTION 9. Funds Transfers. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by telecopier or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call back to the person or persons designated, and the Depositary may rely upon the confirmations of anyone purporting to be the person or persons so designated. To assure accuracy of the instructions its receives, the Depositary may record such telephone call backs. If the Depositary is unable to confirm any instructions, or if not satisfied with the confirmation it receives, it will not execute the instruction until all issues have been resolved. The person and telephone numbers for call backs may be changed only in writing actually received and acknowledged by the Depositary. The Depositary shall receive notification of any errors, delays or other problems within thirty (30) days after a transaction has been executed. SECTION 10. Entire Agreement. This Agreement (including all attachments hereto) sets forth all of the promises, covenants, agreements, conditions and understandings between the 7 9 Depositary and the Escrow Agent with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written. SECTION 11. Governing Law. This Agreement, and the rights and obligations of the Depositary and the Escrow Agent with respect to the Deposits, shall be governed by, and construed in accordance with, the law of the State of New York. SECTION 12. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. SECTION 13. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. * * * 8 10 IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By: /s/ W. Chris Sponenberg --------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President CITIBANK, N.A., as Depositary By: /s/ Jenny Cheng --------------------------------------- Name: Jenny Cheng Title: Vice President 9 11 Schedule I Schedule of Deposits (Class G) N825AW $21,933,120 103932 N826AW $21,933,120 103933 N827AW $21,933,120 103934 N828AW $21,933,120 103935 N829AW $21,986,720 103936 N830AW $21,986,720 103937 N831AW $22,040,320 103938 N832AW $22,206,480 103939 N664AW $25,213,440 103940 N665AW $25,272,400 103941 N667AW $25,497,520 103942 N668AW $25,594,000 103943 N669AW $25,787,000 103931 12 EXHIBIT A NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class G) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $_______, Account No. ____________. The undersigned hereby directs the Depositary to pay the proceeds of the Deposit to [________________, Account No. _____, Reference: _________] on __________, 200_, upon the telephonic request of a representative of Wilmington Trust Company, the Pass Through Trustee. WILMINGTON TRUST COMPANY, as Escrow Agent By:__________________________________ Name: Title: Dated: __________, 200_ 13 EXHIBIT B NOTICE OF FINAL WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class G) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(b) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of all Deposits for payment on __________, 200_. The undersigned hereby directs the Depositary to pay the proceeds of the Deposits [and accrued interest thereon] to the Paying Agent at __________________________, ABA# _____________, Account No. _____________, Reference: America West 2001-1. WILMINGTON TRUST COMPANY, as Escrow Agent By:____________________________________ Name: Title: Dated: __________, 20__ 14 EXHIBIT C NOTICE OF REPLACEMENT WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class G) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of all Deposits for payment on __________, 20__. The undersigned hereby directs the Depositary to pay the proceeds of the Deposits to [________________] at __________________________, ABA# _____________, Account No. _____________, Reference: America West 2001-1 [and to pay accrued interest thereon to the Paying Agent at ___________, ABA #___________, Acct. No. ___________, Reference: America West ___ 2001-1](1). [The undersigned further directs the Depositary to pay the accrued interest on the Deposits to the Paying Agent on _______, __ (the next Interest Payment Date) at ABA # ___________, Account No. __________, Reference: America West 2001-1.](2) WILMINGTON TRUST COMPANY, as Escrow Agent By:____________________________________ Name: Title: Dated: __________, 20__ _________________ (1) To be deleted in the case of a Replacement Withdrawal scheduled for a date which is not an Interest Payment Date (as defined in the Escrow and Paying Agent Agreement). (2) To be inserted only in the case of a Replacement Withdrawal scheduled for a date which is not an Interest Payment Date (as defined in the Escrow and Paying Agent Agreement). EX-4.15 14 p65531ex4-15.txt EX-4.15 1 EXHIBIT 4.15 DEPOSIT AGREEMENT (Class C) Dated as of May 17, 2001 between WILMINGTON TRUST COMPANY as Escrow Agent and CITIBANK, N.A. as Depositary 2 DEPOSIT AGREEMENT (Class C) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, this "Agreement") between WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the "Escrow Agent"), and CITIBANK, N.A., a national banking association as depositary bank hereunder (the "Depositary"). WITNESSETH WHEREAS, America West Airlines, Inc. ("America West") and Wilmington Trust Company, not in its individual capacity except as otherwise expressly provided therein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") have entered into a Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Pass Through Trust Agreement") relating to America West Airlines Pass Through Trust 2001-1C-O pursuant to which the America West Airlines Pass Through Trust, Series 2001-1C-O Certificates referred to therein (the "Certificates") are being issued (the date of such issuance, the "Issuance Date"); WHEREAS, America West and Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers" and, together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") have entered into a Purchase Agreement dated as of May 10, 2001 pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Initial Purchasers (the net proceeds of such sale being herein referred to as the "Net Proceeds"); WHEREAS, America West, the Pass Through Trustee, certain other pass through trustees and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the "Equipment Notes") issued to finance or refinance the acquisition of aircraft by America West, as lessee or as owner, utilizing a portion of the Net Proceeds; WHEREAS, the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and Wilmington Trust Company, as paying agent for the Escrow Agent (in such capacity, together with its successors in such capacity, the "Paying Agent") concurrently herewith are entering into an Escrow and Paying Agent Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Escrow and Paying Agent Agreement"); and WHEREAS, the Initial Purchasers and the Pass Through Trustee intend that the Net Proceeds (excluding any amount used to purchase Equipment Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such 3 withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee. NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to act as depositary bank as provided herein and in connection therewith to accept all amounts to be delivered to or held by the Depositary pursuant to the terms of this Agreement. The Depositary further agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined below) during the term of this Agreement in accordance with the provisions of this Agreement. The Depositary shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed between and among the parties hereto. This Agreement sets forth all of the obligations of the Depositary, and no additional obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document. The Escrow Agent shall not have any right to withdraw, assign or otherwise transfer moneys held in the Accounts except as permitted by this Agreement. SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to establish the separate deposit accounts listed on Schedule I hereto and to establish such additional separate deposit accounts as may be required in connection with the deposits contemplated by Section 1.6 hereof (each, an "Account" and collectively, the "Accounts"), each in the name of the Escrow Agent and all on the terms and conditions set forth in this Agreement. SECTION 1.3 Deposits. The Escrow Agent shall direct the Initial Purchasers to deposit with the Depositary on the date of this Agreement (the "Deposit Date") in Federal (same day) funds by wire transfer to the account of Citibank, N.A. at Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005, ABA#021000089, Account No. 3611-4325, Attention: Citibank Agency & Trust, Reference: America West Airlines 2001-1C, and the Depositary shall accept from the Initial Purchasers, on behalf of the Escrow Agent, the sum of US$57,021,000 (or such lesser amount equal to the Net Proceeds less amounts used to purchase Equipment Notes on the Issuance Date). Upon acceptance of such sum, the Depositary shall (i) establish each of the deposits specified in Schedule I hereto maturing on December 26, 2002 (including any deposit made pursuant to Section 1.6 hereof, individually, a "Deposit" and, collectively, the "Deposits") and (ii) credit each Deposit to the related Account as set forth therein. No amount shall be deposited in any Account other than the related Deposit. SECTION 1.4 Interest. (a) Each Deposit shall bear interest from and including the date of deposit to but excluding the date of withdrawal at the rate of 8.37% per annum (computed on the basis of a year of twelve 30-day months) payable to the Paying Agent on behalf of the Escrow Agent semi-annually in arrears on each April 2 and October 2 commencing on October 2, 2001 (each, an "Interest Payment Date") and, as provided in Section 1.5(b) hereof, on the date of the Final Withdrawal (as defined below), all in accordance with the terms of this Agreement (whether or not any such Deposit is withdrawn on an Interest Payment Date). Interest accrued on 2 4 any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below) shall be paid on the next Interest Payment Date, notwithstanding any intervening Final Withdrawal (as defined below). In addition, interest accrued on any Deposit that is withdrawn pursuant to a Notice of Replacement Withdrawal (as defined below) but not paid on the date of the Final Withdrawal shall be paid on the next Interest Payment Date. (b) The parties hereto further acknowledge and agree that upon any increase in the rate of interest on the Certificates (such increase referred to as a "Rate Increase") pursuant to the terms of the Registration Rights Agreement, the rate of interest borne by each Deposit in accordance with Section 1.4(a) above shall increase by the amount of such Rate Increase, and upon any subsequent decrease in the rate of interest on the Equipment Notes (such decrease referred to as a "Rate Decrease") pursuant to the terms of the Registration Rights Agreement, the rate of interest borne by such Deposit shall decrease by the amount of such Rate Decrease. For the purposes of this Section 1.4(b), "Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated the date hereof among America West, the Pass Through Trustee, certain other pass through trustees and the Initial Purchasers. SECTION 1.5 Withdrawals. (a) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least one Business Day prior to the date of such requested withdrawal in the form of Exhibit A hereto (a "Notice of Purchase Withdrawal"), withdraw not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, subject to the Depositary's payment obligation pursuant to the penultimate sentence of Section 1.4(a) hereof, close such Account. As used herein, "Business Day" means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Phoenix, Arizona or Wilmington, Delaware. The Depositary reserves the right, upon at least 14 days' prior written notice to America West, the Escrow Agent and the Pass Through Trustee, to require seven days' notice for any withdrawal. (b) (i) The Escrow Agent may, subject to Section 1.02(d) of the Escrow and Paying Agent Agreement, by providing at least 15 days' prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a "Notice of Final Withdrawal"), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a "Final Withdrawal"), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before December 5, 2002 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on December 26, 2002. (ii) The Escrow Agent may, by providing at least 15 days' prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a "Notice of Replacement Withdrawal"), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of 3 5 all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a "Replacement Withdrawal"), on such date as shall be specified in such Notice of Replacement Withdrawal. (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a "Withdrawal Notice") complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. If such complying Withdrawal Notice is received by the Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the Depositary shall make the payments requested in such Withdrawal Notice no later than 11:00 a.m. (New York City time) on the next succeeding Business Day or such later day specified in such Withdrawal Notice, and if such complying Withdrawal Notice is received by the Depositary after 11:00 a.m. (New York City time) on a Business Day, the Depositary shall make the payments requested in such Withdrawal Notice no later than 11:00 a.m. (New York City time) on the second Business Day next following such Business Day. SECTION 1.6 Other Accounts. On the date of withdrawal of any Deposit pursuant to a Notice of Purchase Withdrawal, the Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall be entitled to re-deposit with the Depositary any portion thereof and the Depositary shall accept the same for deposit hereunder; provided the Depositary receives a written request from the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. On the Issuance Date, the Escrow Agent, or the Pass Through Trustee, on behalf of the Escrow Agent, shall be entitled to deposit with the Depositary any portion of the Net Proceeds not theretofore deposited hereunder and not used to purchase Equipment Notes on such date and the Depositary shall accept the same for deposit hereunder; provided the Depositary receives a written request from the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. Any sums so received for deposit shall be established as a new Deposit and credited to a new Account, all as more fully provided in Section 1.3 hereof, and thereafter the provisions of this Agreement shall apply thereto as fully and with the same force and effect as if such Deposit had been established on the Deposit Date except that (i) such Deposit may not be withdrawn prior to the date seven days after the establishment thereof and (ii) such Deposit shall mature on December 26, 2002 and bear interest as provided in Section 1.4. The Depositary shall promptly give notice to the Escrow Agent of receipt of each such re-deposit and the account number assigned thereto. SECTION 2. Termination. This Agreement shall terminate on the fifth Business Day after the later of the date on which (i) all of the Deposits shall have been withdrawn and paid as provided herein without any re-deposit of such funds and (ii) all accrued and unpaid interest on the Deposits shall have been paid as provided herein, but in no event prior to the date on which the Depositary shall have performed in full its obligations hereunder. For the avoidance of doubt, the obligations of the Depositary under the last two sentences of Section 1.4(a) hereof shall remain in full force and effect notwithstanding the execution and delivery of a replacement Deposit Agreement in accordance with Section 4(a)(vii) of the Note Purchase Agreement. SECTION 3. Payments. All payments (including, without limitation, those payments made in respect of Taxes (as defined and provided for below)) made by the Depositary hereunder 4 6 shall be paid in United States Dollars and immediately available funds by wire transfer (i) in the case of accrued interest on the Deposits payable under Section 1.4 hereof or any Final Withdrawal, directly to the Paying Agent at Wilmington Trust Company, Wilmington, Delaware, ABA# 031100092, for credit to the account of America West 2001-1, Account No. 55174-0, Attention: Tracy McLamb, Telephone No. (302) 651-1065, Reference: America West 2001-1C, or to such other account as the Paying Agent may direct from time to time in writing to the Depositary and the Escrow Agent and (ii) in the case of any withdrawal of one or more Deposits pursuant to a Notice of Purchase Withdrawal or Notice of Replacement Withdrawal, directly to or as directed by the Pass Through Trustee as specified and in the manner provided in such Notice of Purchase Withdrawal or Notice of Replacement Withdrawal. The Depositary hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right (whether arising under applicable law, contract or otherwise) it may have against the Deposits howsoever arising. All payments on or in respect of each Deposit shall be made free and clear of and without reduction for or on account of any and all taxes, levies or other impositions or charges (collectively, "Taxes"). However, if the Depositary or the Paying Agent (pursuant to Section 2.04 of the Escrow and Paying Agent Agreement) shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder, the Depositary shall (i) make such deductions or withholding and (ii) pay the full amount deducted or withheld (including in respect of such additional amounts) to the competent taxation authority. If the date on which any payment due on any Deposit would otherwise fall on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day, and no additional interest shall accrue in respect of such extension. SECTION 4. Representation and Warranties. The Depositary hereby represents and warrants to America West, the Escrow Agent, the Pass Through Trustee, the Initial Purchasers and the Paying Agent that: (1) it is a national banking association duly organized and existing under the laws of the United States; (2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter 5 7 documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or material violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a material default thereunder or results or will result in the imposition of any lien upon any of its properties; and (6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement. SECTION 5. Transfer. Neither party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a successor escrow agent under the Escrow and Paying Agent Agreement, and any purported assignment in violation thereof shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent) permitted assigns. Upon the occurrence of the Transfer (as defined below) contemplated by the Assignment and Assumption Agreement (as defined below), the Pass Through Trustee shall (without further act) be deemed to have transferred all of its right, title and interest in and to this Agreement to the trustee of the Successor Trust (as defined below) and, thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass Through Trustee" hereunder with the rights of the "Pass Through Trustee" hereunder, and each reference herein to "America West Airlines Pass Through Trust 2001-1C-O" shall be deemed to be a reference to "America West Airlines Pass Through Trust 2001-1C-S". The Escrow Agent and the Depositary hereby acknowledge and consent to the Transfer contemplated by the Assignment and Assumption Agreement. For the purposes of this Section 6, "Transfer" means the transfer contemplated by the Assignment and Assumption Agreement; "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Pass Through Trustee and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Pass Through Trust Agreement; and "Successor Trust" means the America West Airlines Pass Through Trust 2001-1C-S. SECTION 6. Amendment, Etc. This Agreement may not be amended, waived or otherwise modified except by an instrument in writing signed by the parties hereto. SECTION 7. Notices. (a) Unless otherwise expressly provided herein, any notice, instruction or other communication under this Agreement shall be in writing (including by facsimile) and shall be deemed to be given and effective upon receipt thereof (or, if received after normal business hours, the next open of business on a Business Day). All notices shall be sent to (x) in the case of the Depositary, Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005, Attention: Citibank Agency & Trust (Telecopier: (212) 657-3862) or (y) in the case of 6 8 the Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302) 651-8882), in each case, with a copy to the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302) 651-8882) and to America West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix, Arizona 95043, Attention: Senior Vice President-Legal Affairs (Telecopier: (480) 693-5904) (or at such other address as any such party may specify from time to time in a written notice to the parties hereto). On or prior to the execution of this Agreement, the Escrow Agent has delivered to the Depositary an incumbency certificate containing specimen signatures of the representatives of the Escrow Agent who are authorized to give notices and instructions with respect to this Agreement. The Depositary may conclusively rely on such certificate until the Depositary receives written notice from the Escrow Agent to the contrary. (b) The Depositary shall be fully protected and authorized in relying upon any instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any party without being required to make any investigation or inquiry thereof to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Depositary may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. The Depositary shall not be deemed to have any duty or notice unless and until it has been provided with written notice. SECTION 8. Obligations Unconditional. The Depositary hereby acknowledges and agrees that its obligation to repay each Deposit together with interest thereon as provided herein is absolute, irrevocable and unconditional and constitutes a full recourse obligation of the Depositary enforceable against it to the full extent of all of its assets and properties. Anything to the contrary notwithstanding, the Depositary may consult with legal counsel of its selection in the event of any dispute, or question as to the meaning or construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully authorized and protected in acting in accordance with the opinion and instructions of such counsel. SECTION 9. Funds Transfers. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by telecopier or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call back to the person or persons designated, and the Depositary may rely upon the confirmations of anyone purporting to be the person or persons so designated. To assure accuracy of the instructions its receives, the Depositary may record such telephone call backs. If the Depositary is unable to confirm any instructions, or if not satisfied with the confirmation it receives, it will not execute the instruction until all issues have been resolved. The person and telephone numbers for call backs may be changed only in writing actually received and acknowledged by the Depositary. The Depositary shall receive notification of any errors, delays or other problems within thirty (30) days after a transaction has been executed. SECTION 10. Entire Agreement. This Agreement (including all attachments hereto) sets forth all of the promises, covenants, agreements, conditions and understandings between the 7 9 Depositary and the Escrow Agent with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written. SECTION 11. Governing Law. This Agreement, and the rights and obligations of the Depositary and the Escrow Agent with respect to the Deposits, shall be governed by, and construed in accordance with, the law of the State of New York. SECTION 12. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. SECTION 13. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. 8 10 IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By: /s/ W. Chris Sponenberg --------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President CITIBANK, N.A., as Depositary By: /s/ Jenny Cheng --------------------------- Name: Jenny Cheng Title: Vice President 9 11 Schedule I Schedule of Deposits (Class C)

Tail Number Deposit Amount Account No. ----------- -------------- ----------- N825AW $3,846,480 103918 N826AW $3,846,480 103919 N827AW $3,846,480 103920 N828AW $3,846,480 103921 N829AW $3,855,880 103922 N830AW $3,855,880 103923 N831AW $3,865,280 103924 N832AW $3,894,420 103925 N664AW $4,421,760 103926 N665AW $4,432,100 103927 N667AW $4,471,580 103928 N668AW $4,488,500 103929 N669AW $4,522,000 103930

12 EXHIBIT A NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class C) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $_______, Account No. ____________. The undersigned hereby directs the Depositary to pay the proceeds of the Deposit to [________________, Account No. _____, Reference: _________] on __________, 200_, upon the telephonic request of a representative of Wilmington Trust Company, the Pass Through Trustee. WILMINGTON TRUST COMPANY, as Escrow Agent By: ------------------------------ Name: Title: Dated: __________, 200_ 13 EXHIBIT B NOTICE OF FINAL WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class C) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(b) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of all Deposits for payment on __________, 200_. The undersigned hereby directs the Depositary to pay the proceeds of the Deposits [and accrued interest thereon] to the Paying Agent at __________________________, ABA# _____________, Account No. _____________, Reference: America West 2001-1. WILMINGTON TRUST COMPANY, as Escrow Agent By: ------------------------------ Name: Title: Dated: __________, 20__ 14 EXHIBIT C NOTICE OF REPLACEMENT WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class C) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of all Deposits for payment on __________, 20__. The undersigned hereby directs the Depositary to pay the proceeds of the Deposits to [________________] at __________________________, ABA# _____________, Account No. _____________, Reference: America West 2001-1 [and to pay accrued interest thereon to the Paying Agent at ___________, ABA #___________, Acct. No. ___________, Reference: America West ___ 2001-1](1). [The undersigned further directs the Depositary to pay the accrued interest on the Deposits to the Paying Agent on _______, __ (the next Interest Payment Date) at ABA # ___________, Account No. __________, Reference: America West 2001-1.](2) WILMINGTON TRUST COMPANY, as Escrow Agent By: ------------------------------ Name: Title: Dated: __________, 20__ - -------- 1 To be deleted in the case of a Replacement Withdrawal scheduled for a date which is not an Interest Payment Date (as defined in the Escrow and Paying Agent Agreement). 2 To be inserted only in the case of a Replacement Withdrawal scheduled for a date which is not an Interest Payment Date (as defined in the Escrow and Paying Agent Agreement). EX-4.16 15 p65531ex4-16.txt EX-4.16 1 EXHIBIT 4.16 DEPOSIT AGREEMENT (Class D) Dated as of May 17, 2001 between WILMINGTON TRUST COMPANY as Escrow Agent and CITIBANK, N.A. as Depositary 2 DEPOSIT AGREEMENT (Class D) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, this "Agreement") between WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the "Escrow Agent"), and CITIBANK, N.A., a national banking association as depositary bank hereunder (the "Depositary"). W I T N E S S E T H WHEREAS, America West Airlines, Inc. ("America West") and Wilmington Trust Company, not in its individual capacity except as otherwise expressly provided therein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") have entered into a Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Pass Through Trust Agreement") relating to America West Airlines Pass Through Trust 2001-1D-O pursuant to which the America West Airlines Pass Through Trust, Series 2001-1D-O Certificates referred to therein (the "Certificates") are being issued (the date of such issuance, the "Issuance Date"); WHEREAS, America West and Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers" and, together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") have entered into a Purchase Agreement dated as of May 10, 2001 pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Initial Purchasers (the net proceeds of such sale being herein referred to as the "Net Proceeds"); WHEREAS, America West, the Pass Through Trustee, certain other pass through trustees and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the "Equipment Notes") issued to finance or refinance the acquisition of aircraft by America West, as lessee or as owner, utilizing a portion of the Net Proceeds; WHEREAS, the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and Wilmington Trust Company, as paying agent for the Escrow Agent (in such capacity, together with its successors in such capacity, the "Paying Agent") concurrently herewith are entering into an Escrow and Paying Agent Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Escrow and Paying Agent Agreement"); and WHEREAS, the Initial Purchasers and the Pass Through Trustee intend that the Net Proceeds (excluding any amount used to purchase Equipment Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such 3 withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee. NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to act as depositary bank as provided herein and in connection therewith to accept all amounts to be delivered to or held by the Depositary pursuant to the terms of this Agreement. The Depositary further agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined below) during the term of this Agreement in accordance with the provisions of this Agreement. The Depositary shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed between and among the parties hereto. This Agreement sets forth all of the obligations of the Depositary, and no additional obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document. The Escrow Agent shall not have any right to withdraw, assign or otherwise transfer moneys held in the Accounts except as permitted by this Agreement. SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to establish the separate deposit accounts listed on Schedule I hereto and to establish such additional separate deposit accounts as may be required in connection with the deposits contemplated by Section 1.6 hereof (each, an "Account" and collectively, the "Accounts"), each in the name of the Escrow Agent and all on the terms and conditions set forth in this Agreement. SECTION 1.3 Deposits. The Escrow Agent shall direct the Initial Purchasers to deposit with the Depositary on the date of this Agreement (the "Deposit Date") in Federal (same day) funds by wire transfer to the account of Citibank, N.A. at Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005, ABA#021000089, Account No. 3611-4325, Attention: Citibank Agency & Trust, Reference: America West Airlines 2001-1D, and the Depositary shall accept from the Initial Purchasers, on behalf of the Escrow Agent, the sum of US$45,000,000 (or such lesser amount equal to the Net Proceeds less amounts used to purchase Equipment Notes on the Issuance Date). Upon acceptance of such sum, the Depositary shall (i) establish each of the deposits specified in Schedule I hereto maturing on December 26, 2002 (including any deposit made pursuant to Section 1.6 hereof, individually, a "Deposit" and, collectively, the "Deposits") and (ii) credit each Deposit to the related Account as set forth therein. No amount shall be deposited in any Account other than the related Deposit. SECTION 1.4 Interest. (a) Each Deposit shall bear interest from and including the date of deposit to but excluding the date of withdrawal at the rate of Six-Month LIBOR plus 3.20% per annum for each applicable interest period (computed on the basis of a 360-day year and actual days elapsed) payable to the Paying Agent on behalf of the Escrow Agent semi-annually in arrears on each April 2 and October 2 commencing on October 2, 2001 (each, an "Interest Payment Date") and, as provided in Section 1.5(b) hereof, on the date of the Final Withdrawal (as defined below), all in accordance with the terms of this Agreement (whether or not any such 2 4 Deposit is withdrawn on an Interest Payment Date). Interest accrued on any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below) shall be paid on the next Interest Payment Date, notwithstanding any intervening Final Withdrawal (as defined below). In addition, interest accrued on any Deposit that is withdrawn pursuant to a Notice of Replacement Withdrawal (as defined below) but not paid on the date of the Final Withdrawal shall be paid on the next Interest Payment Date. "LIBOR Business Day" means any day on which dealings are carried on in the London interbank market. "Regular Distribution Date" has the meaning specified in the Pass Through Trust Agreement. "Six-Month LIBOR" means, with respect to each interest period beginning on and including a Regular Distribution Date (or the Issuance Date) and ending on but excluding the next Regular Distribution Date, the interest rate per annum (calculated on the basis of a 360-day year and actual days elapsed) at which deposits in United States dollars are offered to prime banks in the London interbank market as indicated on display page 3750 (British Bankers Association-LIBOR) of the Dow Jones Markets Service (or such other page as may replace such display page 3750 for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if not so indicated, the average (rounded upwards to the nearest 1/100%), as determined by the Escrow Agent, of such rates as indicated on the Reuters Screen LIBO Page (or such other page as may replace such Reuters Screen LIBO Page for the purpose of displaying London interbank offered rates for United States dollar deposits) or, if neither such alternative is indicated, the average (rounded upwards to the nearest 1/100%), as determined by the Escrow Agent, of such rates offered by four major reference banks in the London interbank market, as selected by the Escrow Agent after consultation with America West, to prime banks in the London interbank market, in each case at or about 11:00 a.m. (London time) on the LIBOR Business Day that is two LIBOR Business Days prior to the first day of such interest period (the "Six-Month LIBOR Reference Date") for deposits for a period of six months in an amount substantially equal to the principal amount then outstanding. The Escrow Agent will, if necessary, request that each of the reference banks provide a quotation of its rate. If at least two such quotations are provided, the rate will be the average of the quotations (rounded to the nearest 1/100%). If fewer than two quotations are provided, Six-Month LIBOR will be determined for the applicable Six-Month LIBOR Reference Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York time, on that Six-Month LIBOR Reference Date, by three major banks in New York City, as selected by the Escrow Agent after consultation with America West, for loans in U.S. dollars to lending European banks, for a period of six months, commencing on that Six-Month LIBOR Reference Date, and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If the banks so selected by the Escrow Agent are not quoting as mentioned above, the rate will be Six-Month LIBOR for the immediately preceding interest period. (b) The parties hereto further acknowledge and agree that upon any increase in the rate of interest on the Certificates (such increase referred to as a "Rate Increase") pursuant to the terms of the Registration Rights Agreement, the rate of interest borne by each Deposit in accordance with Section 1.4(a) above shall increase by the amount of such Rate Increase, and upon any subsequent decrease in the rate of interest on the Equipment Notes (such decrease 3 5 referred to as a "Rate Decrease") pursuant to the terms of the Registration Rights Agreement, the rate of interest borne by such Deposit shall decrease by the amount of such Rate Decrease. For the purposes of this Section 1.4(b), "Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated the date hereof among America West, the Pass Through Trustee, certain other pass through trustees and the Initial Purchasers. SECTION 1.5 Withdrawals. (a) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing a notice of withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business Day that is at least one Business Day prior to the date of such requested withdrawal in the form of Exhibit A hereto (a "Notice of Purchase Withdrawal"), withdraw not less than the entire principal balance of such Deposit as set forth on Schedule I, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the Depositary, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following such withdrawal the balance in the related Account shall be zero and the Depositary shall, subject to the Depositary's payment obligation pursuant to the penultimate sentence of Section 1.4(a) hereof, close such Account. As used herein, "Business Day" means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Phoenix, Arizona or Wilmington, Delaware. The Depositary reserves the right, upon at least 14 days' prior written notice to America West, the Escrow Agent and the Pass Through Trustee, to require seven days' notice for any withdrawal. (b) (i) The Escrow Agent may, subject to Section 1.02(d) of the Escrow and Paying Agent Agreement, by providing at least 15 days' prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a "Notice of Final Withdrawal"), withdraw the entire amount of all of the remaining Deposits together with the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a "Final Withdrawal"), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before December 5, 2002 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on December 26, 2002. (ii) The Escrow Agent may, by providing at least 15 days' prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a "Notice of Replacement Withdrawal"), withdraw the entire amount of all Deposits then held by the Depositary together with, if specified in such Notice of Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a "Replacement Withdrawal"), on such date as shall be specified in such Notice of Replacement Withdrawal. (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a "Withdrawal Notice") complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. If such complying Withdrawal Notice is received by the Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the Depositary shall make the payments 4 6 requested in such Withdrawal Notice no later than 11:00 a.m. (New York City time) on the next succeeding Business Day or such later day specified in such Withdrawal Notice, and if such complying Withdrawal Notice is received by the Depositary after 11:00 a.m. (New York City time) on a Business Day, the Depositary shall make the payments requested in such Withdrawal Notice no later than 11:00 a.m. (New York City time) on the second Business Day next following such Business Day. SECTION 1.6 Other Accounts. On the date of withdrawal of any Deposit pursuant to a Notice of Purchase Withdrawal, the Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall be entitled to re-deposit with the Depositary any portion thereof and the Depositary shall accept the same for deposit hereunder; provided the Depositary receives a written request from the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. On the Issuance Date, the Escrow Agent, or the Pass Through Trustee, on behalf of the Escrow Agent, shall be entitled to deposit with the Depositary any portion of the Net Proceeds not theretofore deposited hereunder and not used to purchase Equipment Notes on such date and the Depositary shall accept the same for deposit hereunder; provided the Depositary receives a written request from the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. Any sums so received for deposit shall be established as a new Deposit and credited to a new Account, all as more fully provided in Section 1.3 hereof, and thereafter the provisions of this Agreement shall apply thereto as fully and with the same force and effect as if such Deposit had been established on the Deposit Date except that (i) such Deposit may not be withdrawn prior to the date seven days after the establishment thereof and (ii) such Deposit shall mature on December 26, 2002 and bear interest as provided in Section 1.4. The Depositary shall promptly give notice to the Escrow Agent of receipt of each such re-deposit and the account number assigned thereto. SECTION 2. Termination. This Agreement shall terminate on the fifth Business Day after the later of the date on which (i) all of the Deposits shall have been withdrawn and paid as provided herein without any re-deposit of such funds and (ii) all accrued and unpaid interest on the Deposits shall have been paid as provided herein, but in no event prior to the date on which the Depositary shall have performed in full its obligations hereunder. For the avoidance of doubt, the obligations of the Depositary under the last two sentences of Section 1.4(a) hereof shall remain in full force and effect notwithstanding the execution and delivery of a replacement Deposit Agreement in accordance with Section 4(a)(vii) of the Note Purchase Agreement. SECTION 3. Payments. All payments (including, without limitation, those payments made in respect of Taxes (as defined and provided for below)) made by the Depositary hereunder shall be paid in United States Dollars and immediately available funds by wire transfer (i) in the case of accrued interest on the Deposits payable under Section 1.4 hereof or any Final Withdrawal, directly to the Paying Agent at Wilmington Trust Company, Wilmington, Delaware, ABA# 031100092, for credit to the account of America West 2001-1, Account No. 55175-0, Attention: Tracy McLamb, Telephone No. (302) 651-1065, Reference: America West 2001-1D, or to such other account as the Paying Agent may direct from time to time in writing to the Depositary and the Escrow Agent and (ii) in the case of any withdrawal of one or more Deposits pursuant to a Notice of Purchase Withdrawal or Notice of Replacement Withdrawal, directly to or as directed by the Pass Through Trustee as specified and in the manner provided in such Notice of Purchase Withdrawal or Notice of Replacement Withdrawal. The Depositary hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right 5 7 (whether arising under applicable law, contract or otherwise) it may have against the Deposits howsoever arising. All payments on or in respect of each Deposit shall be made free and clear of and without reduction for or on account of any and all taxes, levies or other impositions or charges (collectively, "Taxes"). However, if the Depositary or the Paying Agent (pursuant to Section 2.04 of the Escrow and Paying Agent Agreement) shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder, the Depositary shall (i) make such deductions or withholding and (ii) pay the full amount deducted or withheld (including in respect of such additional amounts) to the competent taxation authority. If the date on which any payment due on any Deposit would otherwise fall on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day, and no additional interest shall accrue in respect of such extension. SECTION 4. Representation and Warranties. The Depositary hereby represents and warrants to America West, the Escrow Agent, the Pass Through Trustee, the Initial Purchasers and the Paying Agent that: (1) it is a national banking association duly organized and existing under the laws of the United States; (2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or material violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a material default thereunder or results or will result in the imposition of any lien upon any of its properties; and (6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely 6 8 determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement. SECTION 5. Transfer. Neither party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a successor escrow agent under the Escrow and Paying Agent Agreement, and any purported assignment in violation thereof shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent) permitted assigns. Upon the occurrence of the Transfer (as defined below) contemplated by the Assignment and Assumption Agreement (as defined below), the Pass Through Trustee shall (without further act) be deemed to have transferred all of its right, title and interest in and to this Agreement to the trustee of the Successor Trust (as defined below) and, thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass Through Trustee" hereunder with the rights of the "Pass Through Trustee" hereunder, and each reference herein to "America West Airlines Pass Through Trust 2001-1D-O" shall be deemed to be a reference to "America West Airlines Pass Through Trust 2001-1D-S". The Escrow Agent and the Depositary hereby acknowledge and consent to the Transfer contemplated by the Assignment and Assumption Agreement. For the purposes of this Section 6, "Transfer" means the transfer contemplated by the Assignment and Assumption Agreement; "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Pass Through Trustee and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Pass Through Trust Agreement; and "Successor Trust" means the America West Airlines Pass Through Trust 2001-1D-S. SECTION 6. Amendment, Etc. This Agreement may not be amended, waived or otherwise modified except by an instrument in writing signed by the parties hereto. SECTION 7. Notices. (a) Unless otherwise expressly provided herein, any notice, instruction or other communication under this Agreement shall be in writing (including by facsimile) and shall be deemed to be given and effective upon receipt thereof (or, if received after normal business hours, the next open of business on a Business Day). All notices shall be sent to (x) in the case of the Depositary, Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005, Attention: Citibank Agency & Trust (Telecopier: (212) 657-3862) or (y) in the case of the Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302) 651-8882), in each case, with a copy to the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302) 651-8882) and to America West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix, Arizona 95043, Attention: Senior Vice President-Legal Affairs (Telecopier: (480) 693-5904) (or at such other address as any such party may specify from time to time in a written notice to the parties hereto). On or prior to the execution of this Agreement, the Escrow Agent has delivered to the Depositary an incumbency certificate containing specimen signatures of the representatives of the Escrow Agent who are authorized to give notices and 7 9 instructions with respect to this Agreement. The Depositary may conclusively rely on such certificate until the Depositary receives written notice from the Escrow Agent to the contrary. (b) The Depositary shall be fully protected and authorized in relying upon any instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any party without being required to make any investigation or inquiry thereof to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Depositary may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. The Depositary shall not be deemed to have any duty or notice unless and until it has been provided with written notice. SECTION 8. Obligations Unconditional. The Depositary hereby acknowledges and agrees that its obligation to repay each Deposit together with interest thereon as provided herein is absolute, irrevocable and unconditional and constitutes a full recourse obligation of the Depositary enforceable against it to the full extent of all of its assets and properties. Anything to the contrary notwithstanding, the Depositary may consult with legal counsel of its selection in the event of any dispute, or question as to the meaning or construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully authorized and protected in acting in accordance with the opinion and instructions of such counsel. SECTION 9. Funds Transfers. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by telecopier or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call back to the person or persons designated, and the Depositary may rely upon the confirmations of anyone purporting to be the person or persons so designated. To assure accuracy of the instructions its receives, the Depositary may record such telephone call backs. If the Depositary is unable to confirm any instructions, or if not satisfied with the confirmation it receives, it will not execute the instruction until all issues have been resolved. The person and telephone numbers for call backs may be changed only in writing actually received and acknowledged by the Depositary. The Depositary shall receive notification of any errors, delays or other problems within thirty (30) days after a transaction has been executed. SECTION 10. Entire Agreement. This Agreement (including all attachments hereto) sets forth all of the promises, covenants, agreements, conditions and understandings between the Depositary and the Escrow Agent with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written. SECTION 11. Governing Law. This Agreement, and the rights and obligations of the Depositary and the Escrow Agent with respect to the Deposits, shall be governed by, and construed in accordance with, the law of the State of New York. SECTION 12. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION 8 10 OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. SECTION 13. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. * * * 9 11 IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By: /s/ W. Chris Sponenberg ------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President CITIBANK, N.A., as Depositary By: /s/ Jenny Cheng ------------------------------- Name: Jenny Cheng Title: Vice President 10 12 Schedule I Schedule of Deposits (Class D)

Tail Number Deposit Amount Account No. ----------- -------------- ----------- N825AW $3,220,400 103904 N826AW $3,220,400 103905 N827AW $3,220,400 103906 N828AW $3,220,400 103907 N829AW $3,157,400 103908 N830AW $3,157,400 103909 N831AW $3,094,400 103910 N832AW $2,899,100 103911 N664AW $4,364,800 103912 N665AW $4,295,500 103913 N667AW $4,030,900 103914 N668AW $2,515,000 103915 N669AW $1,257,500 103916

13 EXHIBIT A NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class D) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $_______, Account No. ____________. The undersigned hereby directs the Depositary to pay the proceeds of the Deposit to [________________, Account No. _____, Reference: _________] on __________, 200_, upon the telephonic request of a representative of Wilmington Trust Company, the Pass Through Trustee. WILMINGTON TRUST COMPANY, as Escrow Agent By:_______________________ Name: Title: Dated: __________, 200_ 14 EXHIBIT B NOTICE OF FINAL WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class D) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(b) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of all Deposits for payment on __________, 200_. The undersigned hereby directs the Depositary to pay the proceeds of the Deposits [and accrued interest thereon] to the Paying Agent at __________________________, ABA# _____________, Account No. _____________, Reference: America West 2001-1. WILMINGTON TRUST COMPANY, as Escrow Agent By:_______________________ Name: Title: Dated: __________, 20__ 15 EXHIBIT C NOTICE OF REPLACEMENT WITHDRAWAL Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3 New York, New York 10005 Attention: Citibank Agency & Trust (Telecopier: (212) 657-3866) Gentlemen: Reference is made to the Deposit Agreement (Class D) dated as of May 17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of all Deposits for payment on __________, 20__. The undersigned hereby directs the Depositary to pay the proceeds of the Deposits to [________________] at __________________________, ABA# _____________, Account No. _____________, Reference: America West 2001-1 [and to pay accrued interest thereon to the Paying Agent at ___________, ABA #___________, Acct. No. ___________, Reference: America West ___ 2001-1]1. [The undersigned further directs the Depositary to pay the accrued interest on the Deposits to the Paying Agent on _______, __ (the next Interest Payment Date) at ABA # ___________, Account No. __________, Reference: America West 2001-1.]2 WILMINGTON TRUST COMPANY, as Escrow Agent By:_______________________ Name: Title: Dated: __________, 20__ - -------- 1 To be deleted in the case of a Replacement Withdrawal scheduled for a date which is not an Interest Payment Date (as defined in the Escrow and Paying Agent Agreement). 2 To be inserted only in the case of a Replacement Withdrawal scheduled for a date which is not an Interest Payment Date (as defined in the Escrow and Paying Agent Agreement). EX-4.17 16 p65531ex4-17.txt EX-4.17 1 EXHIBIT 4.17 ESCROW AND PAYING AGENT AGREEMENT (Class G) Dated as of May 17, 2001 among WILMINGTON TRUST COMPANY as Escrow Agent SALOMON SMITH BARNEY INC. DEUTSCHE BANC ALEX. BROWN INC. MIZUHO INTERNATIONAL PLC BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC as Initial Purchasers WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1G-O as Pass Through Trustee and WILMINGTON TRUST COMPANY as Paying Agent 2 TABLE OF CONTENTS

Page ---- SECTION 1. Escrow Agent....................................................................... 2 Section 1.01. Appointment of Escrow Agent........................................................ 2 Section 1.02. Instruction; Etc................................................................... 3 Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts................................. 4 Section 1.04. Payments to Receiptholders......................................................... 4 Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt................................ 4 Section 1.06. Additional Escrow Amounts.......................................................... 5 Section 1.07. Resignation or Removal of Escrow Agent............................................. 5 Section 1.08. Persons Deemed Owners.............................................................. 6 Section 1.09. Further Assurances................................................................. 6 SECTION 2. Paying Agent....................................................................... 6 Section 2.01. Appointment of Paying Agent........................................................ 6 Section 2.02. Establishment of Paying Agent Account.............................................. 6 Section 2.03. Payments from Paying Agent Account................................................. 7 Section 2.04. Withholding Taxes.................................................................. 7 Section 2.05. Resignation or Removal of Paying Agent............................................. 8 Section 2.06. Notice of Final Withdrawal......................................................... 8

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Page ---- SECTION 3. Payments........................................................................... 9 SECTION 4. Other Actions...................................................................... 9 SECTION 5. Representations and Warranties of the Escrow Agent................................. 9 SECTION 6. Representations and Warranties of the Paying Agent................................. 10 SECTION 7. Indemnification.................................................................... 11 SECTION 8. Amendment, Etc..................................................................... 12 SECTION 9. Notices............................................................................ 12 SECTION 10. Transfer........................................................................... 13 SECTION 11. Entire Agreement................................................................... 13 SECTION 12. Governing Law...................................................................... 13 SECTION 13. Waiver of Jury Trial Right......................................................... 13 SECTION 14. Counterparts....................................................................... 13 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate

ii 4 ESCROW AND PAYING AGENT AGREEMENT (Class G) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, this "Agreement") among WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC., MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC, as Initial Purchasers of the Certificates referred to below (the "Initial Purchasers" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Purchase Agreement referred to below; Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent"). W I T N E S S E T H WHEREAS, America West Airlines, Inc. ("America West") and the Pass Through Trustee have entered into a Pass Through Trust Agreement, dated as of May 17, 2001 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Pass Through Trust Agreement") relating to America West Airlines Pass Through Trust 2001-1G-O (the "Pass Through Trust") pursuant to which the America West Airlines Pass Through Trust, Series 2001-1G-O Certificates referred to therein (the "Certificates") are being issued; WHEREAS, America West and the Initial Purchasers have entered into a Purchase Agreement dated as of May 10, 2001 (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Purchase Agreement") pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Initial Purchasers (the net proceeds of such sale being herein referred to as the "Net Proceeds"); WHEREAS, America West, the Pass Through Trustee, certain other pass through trustees and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the "Equipment Notes") issued to finance or refinance the acquisition of aircraft by America West, as lessee or as owner, utilizing a portion of the Net Proceeds; WHEREAS, the Initial Purchasers and the Pass Through Trustee intend that the Net Proceeds (excluding any amount used to purchase Equipment Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the Investors, subject to withdrawal upon request by the Pass Through Trustee and satisfaction of the conditions set forth in the Note Purchase Agreement for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited on behalf of the Escrow Agent with Citibank, N.A., a 5 2 national banking association, as Depositary (the "Depositary" which shall also be deemed to refer to any Replacement Depositary (as defined in the Note Purchase Agreement) from and after the date on which the Deposits are transferred to such Replacement Depositary) under the Deposit Agreement, dated as of the date hereof between the Depositary and the Escrow Agent relating to the Pass Through Trust (as amended, modified, supplemented or replaced from time to time in accordance with the terms thereof, the "Deposit Agreement" which shall also be deemed to refer to any Replacement Deposit Agreement (as defined in the Note Purchase Agreement) to which the Escrow Agent becomes a party pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits from the Depositary to the Replacement Depositary) pursuant to which, among other things, the Depositary will pay interest for distribution to the Investors and establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee; WHEREAS, the Escrow Agent wishes to appoint the Paying Agent to pay amounts required to be distributed to the Investors in accordance with this Agreement; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pass Through Trust Agreement. NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Escrow Agent. Section 1.01. Appointment of Escrow Agent. Each of the Initial Purchasers, for and on behalf of each of the Investors, hereby irrevocably appoints, authorizes and directs the Escrow Agent to act as escrow agent and fiduciary hereunder and under the Deposit Agreement for such specific purposes and with such powers as are specifically delegated to the Escrow Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Escrow Agent under this Agreement or the Deposit Agreement shall be held in escrow by the Escrow Agent in accordance with the terms of this Agreement. This Agreement is irrevocable and the Investors' rights with respect to any monies received and held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement shall only be as provided under the terms and conditions of this Agreement and the Deposit Agreement. The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement; (b) shall not be responsible to the Pass Through Trustee or the Investors for any recitals, statements, representations or warranties of any person other then itself contained in this Agreement or the Deposit Agreement or for the failure by the Pass Through Trustee, the Investors or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); and (c) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross 6 3 negligence (or simple negligence in connection with the handling of funds) or breach of its obligations hereunder. Section 1.02. Instruction; Etc. The Initial Purchasers, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "Purchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (Y) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "Termination Date", which shall mean the earlier of (i) November 30, 2002 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "Final Withdrawal"), provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "Final Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before December 5, 2002, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be December 26, 2002. 7 4 Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow Agent hereby directs the Initial Purchasers to, and the Initial Purchasers hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $325,143,000 (or such lesser amount equal to the Net Proceeds less amounts used to purchase Equipment Notes on the Issuance Date), for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Initial Purchasers hereby instruct the Escrow Agent, upon receipt of such sum from the Initial Purchasers, to confirm such receipt by executing and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest (the "Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts. Section 1.04. Payments to Receiptholders; Notice to Depositary. All payments and distributions made to holders of an Escrow Receipt (collectively "Receiptholders") in respect of the Escrow Receipt shall be made only from amounts deposited in the Paying Agent Account (as defined below) ("Account Amounts"). Each Receiptholder, by its acceptance of an Escrow Receipt, agrees that (a) it will look solely to the Account Amounts for any payment or distribution due to such Receiptholder pursuant to the terms of the Escrow Receipt and this Agreement and (b) it will have no recourse to America West, the Pass Through Trustee, the Paying Agent, the Escrow Agent or Wilmington Trust Company, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association. No later than four Business Days prior to each Regular Distribution Date, the Escrow Agent shall provide a notice to the Depositary specifying the amount of interest due on the Deposits on such Regular Distribution Date. Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt. If (a) any mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow Agent receives evidence to its satisfaction of the destruction, loss or theft of any Escrow Receipt and (b) there is delivered to the Escrow Agent and the Pass Through Trustee such security, indemnity or bond, 8 5 as may be required by them to hold each of them harmless, then, absent notice to the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen Escrow Receipt has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Escrow Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like Escrow Interest in the Account Amounts and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Escrow Receipt under this Section 1.05, the Escrow Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Pass Through Trustee and the Escrow Agent) connected therewith. Any duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in the Account Amounts, as if originally issued, whether or not the lost, stolen or destroyed Escrow Receipt shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Escrow Receipts. Section 1.06. Additional Escrow Amounts. On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 1.6 of the Deposit Agreement. Section 1.07. Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "Action of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The McGraw-Hill 9 6 Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates. Section 1.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Escrow Agent and the Paying Agent may treat the Person in whose name any Escrow Receipt is registered (as of the day of determination) as the owner of such Escrow Receipt for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected by any notice to the contrary. Section 1.09. Further Assurances. The Escrow Agent agrees to take such actions, and execute such other documents, as may be reasonably requested by the Pass Through Trustee in order to effectuate the purposes of this Agreement and the performance by the Escrow Agent of its obligations hereunder. SECTION 2. Paying Agent. Section 2.01. Appointment of Paying Agent. The Escrow Agent hereby irrevocably appoints and authorizes the Paying Agent to act as its paying agent hereunder, for the benefit of the Investors, for such specific purposes and with such powers as are specifically delegated to the Paying Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Paying Agent under this Agreement or the Deposit Agreement shall be held in the Paying Agent Account for the benefit of the Investors. The Paying Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for the Escrow Agent; (b) shall not be responsible to the Escrow Agent for any recitals, statements, representations or warranties of any person other then itself contained in this Agreement or for the failure by the Escrow Agent or any other person or entity (other than the Paying Agent) to perform any of its obligations hereunder (whether or not the Paying Agent shall have any knowledge thereof); and (c) except in respect of its express obligations hereunder, shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds). Section 2.02. Establishment of Paying Agent Account. The Paying Agent shall establish a deposit account (the "Paying Agent Account") at Wilmington Trust Company in the name of the Escrow Agent. It is expressly understood by the parties hereto that the Paying Agent is acting as the paying agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent Account constitute part of the Trust Property. 10 7 Section 2.03. Payments from Paying Agent Account. The Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows: (a) On each Interest Payment Date (as defined in the Deposit Agreement) or as soon thereafter as the Paying Agent has confirmed receipt in the Paying Agent Account from the Depositary of any amount in respect of accrued interest on the Deposits, the Paying Agent shall distribute out of the Paying Agent Account the entire amount deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15th day (whether or not a Business Day) preceding such Interest Payment Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder's pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount of interest deposited by the Depositary in the Paying Agent Account on such date, except that, with respect to Escrow Receipts registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from the Depositary of any amount in respect of the Final Withdrawal, the Paying Agent shall forthwith distribute the entire amount of the Final Withdrawal deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15th day (whether or not a Business Day) preceding the Final Withdrawal Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder's pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount in the Paying Agent Account on account of such Final Withdrawal, except that, with respect to Escrow Receipts registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) If any payment of interest or principal in respect of the Final Withdrawal is not received by the Paying Agent within five days of the applicable date when due, then it shall be distributed to Receiptholders after actual receipt by the Paying Agent on the same basis as a Special Payment is distributed under the Pass Through Trust Agreement. (d) The Paying Agent shall include with any check mailed pursuant to this Section any notice required to be distributed under the Pass Through Trust Agreement that is furnished to the Paying Agent by the Pass Through Trustee. Section 2.04. Withholding Taxes. The Paying Agent shall exclude and withhold from each distribution of accrued interest on the Deposits (as defined in the Deposit Agreement) and any amount in respect of the Final Withdrawal any and all withholding taxes applicable thereto as required by law. The Paying Agent agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Deposits (as defined in the 11 8 Deposit Agreement) or the escrow amounts, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Receiptholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Receiptholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Receiptholder may reasonably request from time to time. The Paying Agent agrees to file any other information reports as it may be required to file under United States law. Section 2.05. Resignation or Removal of Paying Agent. Subject to the appointment and acceptance of a successor Paying Agent as provided below, the Paying Agent may resign at any time by giving 30 days' prior written notice thereof to the Escrow Agent, but may not otherwise be removed except for cause by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent shall have the right to appoint a successor Paying Agent. If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Paying Agent's giving of notice of resignation or the removal of the retiring Paying Agent, then the retiring Paying Agent may appoint a successor Paying Agent. Any Successor Paying Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall enter into such documents as the Escrow Agent shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its duties and obligations hereunder. Section 2.06. Notice of Final Withdrawal. Promptly after receipt by the Paying Agent of notice that the Escrow Agent has requested a Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent shall cause notice of the distribution of such Final Withdrawal to be mailed to each of the Receiptholders at its address as it appears in the Register. Such notice shall be mailed not less than 20 days prior to the Final Withdrawal Date. Such notice shall set forth: (i) the Final Withdrawal Date and the date for determining Receiptholders of record who shall be entitled to receive distributions in respect of such Final Withdrawal, (ii) the amount of the payment in respect of such Final Withdrawal for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee) and the amount thereof constituting unused Deposits (as defined in the Deposit Agreement) and interest thereon, and (iii) if the Final Withdrawal Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee). 12 9 Such mailing may include any notice required to be given to Certificateholders in connection with such distribution pursuant to the Pass Through Trust Agreement. SECTION 3. Payments. If, notwithstanding the instructions in Section 3 of the Deposit Agreement that all amounts payable to the Escrow Agent under the Deposit Agreement be paid by the Depositary directly to the Paying Agent or the Pass Through Trustee or a Replacement Depositary (depending on the circumstances), the Escrow Agent receives any payment thereunder, then the Escrow Agent shall forthwith pay such amount in Dollars and in immediately available funds by wire transfer to (a) in the case of a payment of accrued interest on the Deposits (as defined in the Deposit Agreement) or any Final Withdrawal, directly to the Paying Agent Account and (b) in the case of any Purchase Withdrawal, directly to the Pass Through Trustee or its designee as specified and in the manner provided in the Applicable Notice of Purchase Withdrawal and (c) in the case of any Replacement Withdrawal (other than accrued interest), to the Replacement Depositary as provided in the Replacement Depositary Agreement. The Escrow Agent hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right (whether arising under applicable law, contract or otherwise) it may have against amounts payable to the Paying Agent howsoever arising. SECTION 4. Other Actions. The Escrow Agent shall take such other actions under or in respect of the Deposit Agreement (including, without limitation, the enforcement of the obligations of the Depositary thereunder) as the Investors, by an Action of Investors, may from time to time request. SECTION 5. Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to America West, the Investors, the Paying Agent and the Pass Through Trustee as follows: (i) it is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware; (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement, the Deposit Agreement and any Replacement Deposit Agreement; (iii) the execution, delivery and performance of each of this Agreement, the Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally 13 10 (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement or the Deposit Agreement or any Replacement Deposit Agreement; (v) neither the execution, delivery or performance by it of this Agreement or the Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or the Deposit Agreement or any Replacement Deposit Agreement (B) would call into question or challenge the validity of this Agreement or the Deposit Agreement or the enforceability hereof or thereof in accordance with the terms hereof or thereof, nor is the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement or the Deposit Agreement. SECTION 6. Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to America West, the Investors, the Escrow Agent and the Pass Through Trustee as follows: (i) it is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware; (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; 14 11 (iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of it and does not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (v) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or (B) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Paying Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement. SECTION 7. Indemnification. Except for actions expressly required of the Escrow Agent or the Paying Agent hereunder, each of the Escrow Agent and the Paying Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have been indemnified (both in such capacities and individually) by the party requesting such action in a manner reasonably satisfactory to it against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. In the event America 15 12 West requests any amendment to any Operative Agreement (as defined in the Note Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and the Paying Agent in connection therewith. SECTION 8. Amendment, Etc. Upon request of the Pass Through Trustee and approval by an Action of Investors, the Escrow Agent shall enter into an amendment to this Agreement, so long as such amendment does not adversely affect the rights or obligations of the Escrow Agent or the Paying Agent, provided that upon request of the Pass Through Trustee and without any consent of the Investors, the Escrow Agent shall enter into an amendment to this Agreement for any of the following purposes: (1) to correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, provided that any such action shall not materially adversely affect the interests of the Investors; or (2) to comply with any requirement of the SEC, applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed or any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (3) to evidence and provide for the acceptance of appointment under this Agreement of a successor Escrow Agent, successor Paying Agent or successor Pass Through Trustee. SECTION 9. Notices. Unless otherwise expressly provided herein, any notice or other communication under this Agreement shall be in writing (including by facsimile) and shall be deemed to be given and effective upon receipt thereof (or, if received outside of business hours, on the next open of business on a Business Day). All notices shall be sent to (a) in the case of the Investors, as their respective addresses shall appear in the Register, (b) in the case of the Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), (c) in the case of the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), or (d) in the case of the Paying Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), in each case with a copy to America West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix, Arizona 95043, Attention: Vice President - Treasurer (Telecopier: (480) 693-5886) (or at such other address as any such party may specify from time to time in a written notice to the other parties). On or prior to the execution of this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a certificate containing specimen signatures of the representatives of the Pass Through Trustee who are authorized to give notices and instructions with respect to this Agreement. The Escrow Agent may conclusively rely on 16 13 such certificate until the Escrow Agent receives written notice from the Pass Through Trustee to the contrary. SECTION 10. Transfer. No party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a successor escrow agent under Section 1.06 hereof or (in the case of the Paying Agent) to a successor paying agent under Section 2.04 hereof, and any purported assignment in violation thereof shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent and the Paying Agent) their respective permitted assigns. Upon the occurrence of the Transfer (as defined below) contemplated by the Assignment and Assumption Agreement (as defined below), the Pass Through Trustee shall (without further act) be deemed to have transferred all of its right, title and interest in and to this Agreement to the trustee of the Successor Trust (as defined below) and, thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass Through Trustee" hereunder with the rights and obligations of the "Pass Through Trustee" hereunder and each reference herein to "America West Airlines Pass Through Trust "2001-1G-O" shall be deemed to be a reference to "America West Airlines Pass Through Trust 2001-1G-S". The parties hereto hereby acknowledge and consent to the Transfer contemplated by the Assignment and Assumption Agreement. As used herein, "Transfer" means the transfers of the assets to the Successor Trust contemplated by the Assignment and Assumption Agreement; "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Pass Through Trustee and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Pass Through Trust Agreement; "Successor Trust" means the America West Airlines Pass Through Trust 2001-1G-S. SECTION 11. Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings among the Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through Trustee with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written. SECTION 12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. SECTION 13. Waiver of Jury Trial Right. EACH OF THE ESCROW AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. 17 IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through Trustee have caused this Escrow and Paying Agent Agreement (Class G) to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By: /s/ W. Chris Sponenberg -------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC., MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC as Initial Purchasers By: SALOMON SMITH BARNEY INC. By: /s/ Thomas Johnson Bliemel -------------------------------------- Name: Thomas Johnson Bliemel Title: Vice President WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1G-O By: /s/ W. Chris Sponenberg -------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President WILMINGTON TRUST COMPANY, as Paying Agent By: /s/ W. Chris Sponenberg -------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 18 EXHIBIT A AMERICA WEST AIRLINES 2001-1G ESCROW RECEIPT No. __ This Escrow Receipt evidences a fractional undivided interest in amounts ("Account Amounts") from time to time deposited into a certain paying agent account (the "Paying Agent Account") described in the Escrow and Paying Agent Agreement (Class G) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, the "Escrow and Paying Agent Agreement") among Wilmington Trust Company, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"), Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc, as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") and Wilmington Trust Company, as paying agent (in such capacity, together with its successors in such capacity, the "Paying Agent"). Capitalized terms not defined herein shall have the meanings assigned to them in the Escrow and Paying Agent Agreement. This Escrow Receipt is issued under and is subject to the terms, provisions and conditions of the Escrow and Paying Agent Agreement. By virtue of its acceptance hereof the holder of this Escrow Receipt assents and agrees to be bound by the provisions of the Escrow and Paying Agent Agreement and this Escrow Receipt. This Escrow Receipt represents a fractional undivided interest in amounts deposited from time to time in the Paying Agent Account, and grants or represents no rights, benefits or interests of any kind in respect of any assets or property other than such amounts. This Escrow Receipt evidences the same percentage interest in the Account Amounts as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which this Escrow Receipt is affixed. All payments and distributions made to Receiptholders in respect of the Escrow Receipt shall be made only from Account Amounts deposited in the Paying Agent Account. The holder of this Escrow Receipt, by its acceptance of this Escrow Receipt, agrees that it will look solely to the Account Amounts for any payment or distribution due to it pursuant to this Escrow Receipt and that it will not have any recourse to America West, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder of this Escrow Receipt shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account, nor shall anything set forth herein, or contained in the terms of this Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association. This Escrow Receipt may not be assigned or transferred except in connection with the assignment or transfer of the Certificate to which this Escrow Receipt is affixed. After payment to the holder hereof of its Escrow Interest in the Final Distribution, upon the request of 19 2 the Pass Through Trustee, the holder hereof will return this Escrow Receipt to the Pass Through Trustee. The Paying Agent may treat the person in whose name the Certificate to which this Escrow Receipt is attached as the owner hereof for all purposes, and the Paying Agent shall not be affected by any notice to the contrary. THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly executed. Dated: ______________, 2001 WILMINGTON TRUST COMPANY, as Escrow Agent By __________________________ Name: Title: 20 EXHIBIT B WITHDRAWAL CERTIFICATE (Class G) WILMINGTON TRUST COMPANY, as Escrow Agent Dear Sirs: Reference is made to the Escrow and Paying Agent Agreement, dated as of May 17, 2001 (the "Agreement"). [We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied] [We hereby notify you that the Depositary is being replaced in accordance with Section 4(a)(vii) of the Note Purchase Agreement]. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Withdrawal and immediately transmit by facsimile to the Depositary, at (212) 657-3866, Attention: Global Agency & Trust. Very truly yours, WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Pass Through Trustee By __________________________ Name: Title: Dated: ____________, 200_ EX-4.18 17 p65531ex4-18.txt EX-4.18 1 EXHIBIT 4.18 ESCROW AND PAYING AGENT AGREEMENT (Class C) Dated as of May 17, 2001 among WILMINGTON TRUST COMPANY as Escrow Agent SALOMON SMITH BARNEY INC. DEUTSCHE BANC ALEX. BROWN INC. MIZUHO INTERNATIONAL PLC BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC as Initial Purchasers WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1C-O as Pass Through Trustee and WILMINGTON TRUST COMPANY as Paying Agent 2 TABLE OF CONTENTS

Page ---- SECTION 1. Escrow Agent....................................................................... 2 Section 1.01. Appointment of Escrow Agent........................................................ 2 Section 1.02. Instruction; Etc................................................................... 3 Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts................................. 4 Section 1.04. Payments to Receiptholders......................................................... 4 Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt................................ 4 Section 1.06. Additional Escrow Amounts.......................................................... 5 Section 1.07. Resignation or Removal of Escrow Agent............................................. 5 Section 1.08. Persons Deemed Owners.............................................................. 6 Section 1.09. Further Assurances................................................................. 6 SECTION 2. Paying Agent....................................................................... 6 Section 2.01. Appointment of Paying Agent........................................................ 6 Section 2.02. Establishment of Paying Agent Account.............................................. 6 Section 2.03. Payments from Paying Agent Account................................................. 7 Section 2.04. Withholding Taxes.................................................................. 7 Section 2.05. Resignation or Removal of Paying Agent............................................. 8

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Page ---- Section 2.06. Notice of Final Withdrawal......................................................... 8 SECTION 3. Payments........................................................................... 9 SECTION 4. Other Actions...................................................................... 9 SECTION 5. Representations and Warranties of the Escrow Agent................................. 9 SECTION 6. Representations and Warranties of the Paying Agent................................. 10 SECTION 7. Indemnification.................................................................... 11 SECTION 8. Amendment, Etc..................................................................... 12 SECTION 9. Notices. .......................................................................... 12 SECTION 10. Transfer........................................................................... 13 SECTION 11. Entire Agreement................................................................... 13 SECTION 12. Governing Law...................................................................... 13 SECTION 13. Waiver of Jury Trial Right......................................................... 13 SECTION 14. Counterparts....................................................................... 13 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate

ii 4 ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, this "Agreement") among WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC., MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC, as Initial Purchasers of the Certificates referred to below (the "Initial Purchasers" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Purchase Agreement referred to below; Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent"). W I T N E S S E T H WHEREAS, America West Airlines, Inc. ("America West") and the Pass Through Trustee have entered into a Pass Through Trust Agreement, dated as of May 17, 2001 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Pass Through Trust Agreement") relating to America West Airlines Pass Through Trust 2001-1C-O (the "Pass Through Trust") pursuant to which the America West Airlines Pass Through Trust, Series 2001-1C-O Certificates referred to therein (the "Certificates") are being issued; WHEREAS, America West and the Initial Purchasers have entered into a Purchase Agreement dated as of May 10, 2001 (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Purchase Agreement") pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Initial Purchasers (the net proceeds of such sale being herein referred to as the "Net Proceeds"); WHEREAS, America West, the Pass Through Trustee, certain other pass through trustees and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the "Equipment Notes") issued to finance or refinance the acquisition of aircraft by America West, as lessee or as owner, utilizing a portion of the Net Proceeds; WHEREAS, the Initial Purchasers and the Pass Through Trustee intend that the Net Proceeds (excluding any amount used to purchase Equipment Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the Investors, subject to withdrawal upon request by the Pass Through Trustee and satisfaction of the conditions set forth in the Note Purchase Agreement for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited on behalf of the Escrow Agent with Citibank, N.A., a 5 2 national banking association, as Depositary (the "Depositary" which shall also be deemed to refer to any Replacement Depositary (as defined in the Note Purchase Agreement) from and after the date on which the Deposits are transferred to such Replacement Depositary) under the Deposit Agreement, dated as of the date hereof between the Depositary and the Escrow Agent relating to the Pass Through Trust (as amended, modified, supplemented or replaced from time to time in accordance with the terms thereof, the "Deposit Agreement" which shall also be deemed to refer to any Replacement Deposit Agreement (as defined in the Note Purchase Agreement) to which the Escrow Agent becomes a party pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits from the Depositary to the Replacement Depositary) pursuant to which, among other things, the Depositary will pay interest for distribution to the Investors and establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee; WHEREAS, the Escrow Agent wishes to appoint the Paying Agent to pay amounts required to be distributed to the Investors in accordance with this Agreement; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pass Through Trust Agreement. NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Escrow Agent. Section 1.01. Appointment of Escrow Agent. Each of the Initial Purchasers, for and on behalf of each of the Investors, hereby irrevocably appoints, authorizes and directs the Escrow Agent to act as escrow agent and fiduciary hereunder and under the Deposit Agreement for such specific purposes and with such powers as are specifically delegated to the Escrow Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Escrow Agent under this Agreement or the Deposit Agreement shall be held in escrow by the Escrow Agent in accordance with the terms of this Agreement. This Agreement is irrevocable and the Investors' rights with respect to any monies received and held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement shall only be as provided under the terms and conditions of this Agreement and the Deposit Agreement. The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement; (b) shall not be responsible to the Pass Through Trustee or the Investors for any recitals, statements, representations or warranties of any person other then itself contained in this Agreement or the Deposit Agreement or for the failure by the Pass Through Trustee, the Investors or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); and (c) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross 6 3 negligence (or simple negligence in connection with the handling of funds) or breach of its obligations hereunder. Section 1.02. Instruction; Etc. The Initial Purchasers, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "Purchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (Y) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "Termination Date", which shall mean the earlier of (i) November 30, 2002 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "Final Withdrawal"), provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "Final Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before December 5, 2002, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be December 26, 2002. 7 4 Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow Agent hereby directs the Initial Purchasers to, and the Initial Purchasers hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $57,021,000 (or such lesser amount equal to the Net Proceeds less amounts used to purchase Equipment Notes on the Issuance Date), for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Initial Purchasers hereby instruct the Escrow Agent, upon receipt of such sum from the Initial Purchasers, to confirm such receipt by executing and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest (the "Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts. Section 1.04. Payments to Receiptholders; Notice to Depositary. All payments and distributions made to holders of an Escrow Receipt (collectively "Receiptholders") in respect of the Escrow Receipt shall be made only from amounts deposited in the Paying Agent Account (as defined below) ("Account Amounts"). Each Receiptholder, by its acceptance of an Escrow Receipt, agrees that (a) it will look solely to the Account Amounts for any payment or distribution due to such Receiptholder pursuant to the terms of the Escrow Receipt and this Agreement and (b) it will have no recourse to America West, the Pass Through Trustee, the Paying Agent, the Escrow Agent or Wilmington Trust Company, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association. No later than four Business Days prior to each Regular Distribution Date, the Escrow Agent shall provide a notice to the Depositary specifying the amount of interest due on the Deposits on such Regular Distribution Date. Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt. If (a) any mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow Agent receives evidence to its satisfaction of the destruction, loss or theft of any Escrow Receipt and (b) there is delivered to the Escrow Agent and the Pass Through Trustee such security, indemnity or bond, 8 5 as may be required by them to hold each of them harmless, then, absent notice to the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen Escrow Receipt has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Escrow Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like Escrow Interest in the Account Amounts and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Escrow Receipt under this Section 1.05, the Escrow Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Pass Through Trustee and the Escrow Agent) connected therewith. Any duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in the Account Amounts, as if originally issued, whether or not the lost, stolen or destroyed Escrow Receipt shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Escrow Receipts. Section 1.06. Additional Escrow Amounts. On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 1.6 of the Deposit Agreement. Section 1.07. Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "Action of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The McGraw-Hill 9 6 Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates. Section 1.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Escrow Agent and the Paying Agent may treat the Person in whose name any Escrow Receipt is registered (as of the day of determination) as the owner of such Escrow Receipt for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected by any notice to the contrary. Section 1.09. Further Assurances. The Escrow Agent agrees to take such actions, and execute such other documents, as may be reasonably requested by the Pass Through Trustee in order to effectuate the purposes of this Agreement and the performance by the Escrow Agent of its obligations hereunder. SECTION 2. Paying Agent. Section 2.01. Appointment of Paying Agent. The Escrow Agent hereby irrevocably appoints and authorizes the Paying Agent to act as its paying agent hereunder, for the benefit of the Investors, for such specific purposes and with such powers as are specifically delegated to the Paying Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Paying Agent under this Agreement or the Deposit Agreement shall be held in the Paying Agent Account for the benefit of the Investors. The Paying Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for the Escrow Agent; (b) shall not be responsible to the Escrow Agent for any recitals, statements, representations or warranties of any person other then itself contained in this Agreement or for the failure by the Escrow Agent or any other person or entity (other than the Paying Agent) to perform any of its obligations hereunder (whether or not the Paying Agent shall have any knowledge thereof); and (c) except in respect of its express obligations hereunder, shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds). Section 2.02. Establishment of Paying Agent Account. The Paying Agent shall establish a deposit account (the "Paying Agent Account") at Wilmington Trust Company in the name of the Escrow Agent. It is expressly understood by the parties hereto that the Paying Agent is acting as the paying agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent Account constitute part of the Trust Property. 10 7 Section 2.03. Payments from Paying Agent Account. The Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows: (a) On each Interest Payment Date (as defined in the Deposit Agreement) or as soon thereafter as the Paying Agent has confirmed receipt in the Paying Agent Account from the Depositary of any amount in respect of accrued interest on the Deposits, the Paying Agent shall distribute out of the Paying Agent Account the entire amount deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15th day (whether or not a Business Day) preceding such Interest Payment Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder's pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount of interest deposited by the Depositary in the Paying Agent Account on such date, except that, with respect to Escrow Receipts registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from the Depositary of any amount in respect of the Final Withdrawal, the Paying Agent shall forthwith distribute the entire amount of the Final Withdrawal deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15th day (whether or not a Business Day) preceding the Final Withdrawal Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder's pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount in the Paying Agent Account on account of such Final Withdrawal, except that, with respect to Escrow Receipts registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) If any payment of interest or principal in respect of the Final Withdrawal is not received by the Paying Agent within five days of the applicable date when due, then it shall be distributed to Receiptholders after actual receipt by the Paying Agent on the same basis as a Special Payment is distributed under the Pass Through Trust Agreement. (d) The Paying Agent shall include with any check mailed pursuant to this Section any notice required to be distributed under the Pass Through Trust Agreement that is furnished to the Paying Agent by the Pass Through Trustee. Section 2.04. Withholding Taxes. The Paying Agent shall exclude and withhold from each distribution of accrued interest on the Deposits (as defined in the Deposit Agreement) and any amount in respect of the Final Withdrawal any and all withholding taxes applicable thereto as required by law. The Paying Agent agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Deposits (as defined in the 11 8 Deposit Agreement) or the escrow amounts, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Receiptholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Receiptholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Receiptholder may reasonably request from time to time. The Paying Agent agrees to file any other information reports as it may be required to file under United States law. Section 2.05. Resignation or Removal of Paying Agent. Subject to the appointment and acceptance of a successor Paying Agent as provided below, the Paying Agent may resign at any time by giving 30 days' prior written notice thereof to the Escrow Agent, but may not otherwise be removed except for cause by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent shall have the right to appoint a successor Paying Agent. If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Paying Agent's giving of notice of resignation or the removal of the retiring Paying Agent, then the retiring Paying Agent may appoint a successor Paying Agent. Any Successor Paying Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall enter into such documents as the Escrow Agent shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its duties and obligations hereunder. Section 2.06. Notice of Final Withdrawal. Promptly after receipt by the Paying Agent of notice that the Escrow Agent has requested a Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent shall cause notice of the distribution of such Final Withdrawal to be mailed to each of the Receiptholders at its address as it appears in the Register. Such notice shall be mailed not less than 20 days prior to the Final Withdrawal Date. Such notice shall set forth: (i) the Final Withdrawal Date and the date for determining Receiptholders of record who shall be entitled to receive distributions in respect of such Final Withdrawal, (ii) the amount of the payment in respect of such Final Withdrawal for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee) and the amount thereof constituting unused Deposits (as defined in the Deposit Agreement) and interest thereon, and (iii) if the Final Withdrawal Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee). 12 9 Such mailing may include any notice required to be given to Certificateholders in connection with such distribution pursuant to the Pass Through Trust Agreement. SECTION 3. Payments. If, notwithstanding the instructions in Section 3 of the Deposit Agreement that all amounts payable to the Escrow Agent under the Deposit Agreement be paid by the Depositary directly to the Paying Agent or the Pass Through Trustee or a Replacement Depositary (depending on the circumstances), the Escrow Agent receives any payment thereunder, then the Escrow Agent shall forthwith pay such amount in Dollars and in immediately available funds by wire transfer to (a) in the case of a payment of accrued interest on the Deposits (as defined in the Deposit Agreement) or any Final Withdrawal, directly to the Paying Agent Account and (b) in the case of any Purchase Withdrawal, directly to the Pass Through Trustee or its designee as specified and in the manner provided in the Applicable Notice of Purchase Withdrawal and (c) in the case of any Replacement Withdrawal (other than accrued interest), to the Replacement Depositary as provided in the Replacement Depositary Agreement. The Escrow Agent hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right (whether arising under applicable law, contract or otherwise) it may have against amounts payable to the Paying Agent howsoever arising. SECTION 4. Other Actions. The Escrow Agent shall take such other actions under or in respect of the Deposit Agreement (including, without limitation, the enforcement of the obligations of the Depositary thereunder) as the Investors, by an Action of Investors, may from time to time request. SECTION 5. Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to America West, the Investors, the Paying Agent and the Pass Through Trustee as follows: (i) it is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware; (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement, the Deposit Agreement and any Replacement Deposit Agreement; (iii) the execution, delivery and performance of each of this Agreement, the Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally 13 10 (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement or the Deposit Agreement or any Replacement Deposit Agreement; (v) neither the execution, delivery or performance by it of this Agreement or the Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or the Deposit Agreement or any Replacement Deposit Agreement (B) would call into question or challenge the validity of this Agreement or the Deposit Agreement or the enforceability hereof or thereof in accordance with the terms hereof or thereof, nor is the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement or the Deposit Agreement. SECTION 6. Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to America West, the Investors, the Escrow Agent and the Pass Through Trustee as follows: (i) it is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware; (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; 14 11 (iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of it and does not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (v) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or (B) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Paying Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement. SECTION 7. Indemnification. Except for actions expressly required of the Escrow Agent or the Paying Agent hereunder, each of the Escrow Agent and the Paying Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have been indemnified (both in such capacities and individually) by the party requesting such action in a manner reasonably satisfactory to it against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. In the event America 15 12 West requests any amendment to any Operative Agreement (as defined in the Note Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and the Paying Agent in connection therewith. SECTION 8. Amendment, Etc. Upon request of the Pass Through Trustee and approval by an Action of Investors, the Escrow Agent shall enter into an amendment to this Agreement, so long as such amendment does not adversely affect the rights or obligations of the Escrow Agent or the Paying Agent, provided that upon request of the Pass Through Trustee and without any consent of the Investors, the Escrow Agent shall enter into an amendment to this Agreement for any of the following purposes: (1) to correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, provided that any such action shall not materially adversely affect the interests of the Investors; or (2) to comply with any requirement of the SEC, applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed or any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (3) to evidence and provide for the acceptance of appointment under this Agreement of a successor Escrow Agent, successor Paying Agent or successor Pass Through Trustee. SECTION 9. Notices. Unless otherwise expressly provided herein, any notice or other communication under this Agreement shall be in writing (including by facsimile) and shall be deemed to be given and effective upon receipt thereof (or, if received outside of business hours, on the next open of business on a Business Day). All notices shall be sent to (a) in the case of the Investors, as their respective addresses shall appear in the Register, (b) in the case of the Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), (c) in the case of the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), or (d) in the case of the Paying Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), in each case with a copy to America West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix, Arizona 95043, Attention: Vice President - Treasurer (Telecopier: (480) 693-5886) (or at such other address as any such party may specify from time to time in a written notice to the other parties). On or prior to the execution of this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a certificate containing specimen signatures of the representatives of the Pass Through Trustee who are authorized to give notices and instructions with respect to this Agreement. The Escrow Agent may conclusively rely on 16 13 such certificate until the Escrow Agent receives written notice from the Pass Through Trustee to the contrary. SECTION 10. Transfer. No party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a successor escrow agent under Section 1.06 hereof or (in the case of the Paying Agent) to a successor paying agent under Section 2.04 hereof, and any purported assignment in violation thereof shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent and the Paying Agent) their respective permitted assigns. Upon the occurrence of the Transfer (as defined below) contemplated by the Assignment and Assumption Agreement (as defined below), the Pass Through Trustee shall (without further act) be deemed to have transferred all of its right, title and interest in and to this Agreement to the trustee of the Successor Trust (as defined below) and, thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass Through Trustee" hereunder with the rights and obligations of the "Pass Through Trustee" hereunder and each reference herein to "America West Airlines Pass Through Trust 2001-1C-O" shall be deemed to be a reference to "America West Airlines Pass Through Trust 2001-1C-S". The parties hereto hereby acknowledge and consent to the Transfer contemplated by the Assignment and Assumption Agreement. As used herein, "Transfer" means the transfers of the assets to the Successor Trust contemplated by the Assignment and Assumption Agreement; "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Pass Through Trustee and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Pass Through Trust Agreement; "Successor Trust" means the America West Airlines Pass Through Trust 2001-1C-S. SECTION 11. Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings among the Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through Trustee with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written. SECTION 12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. SECTION 13. Waiver of Jury Trial Right. EACH OF THE ESCROW AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. 17 IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through Trustee have caused this Escrow and Paying Agent Agreement (Class C) to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By: /s/ W. Chris Sponenberg --------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC., MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC as Initial Purchasers By: SALOMON SMITH BARNEY INC. By: /s/ Thomas Johnson Bliemel --------------------------------- Name: Thomas Johnson Bliemel Title: Vice President WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1C-O By: /s/ W. Chris Sponenberg --------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President WILMINGTON TRUST COMPANY, as Paying Agent By: /s/ W. Chris Sponenberg --------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 18 EXHIBIT A AMERICA WEST AIRLINES 2001-1C ESCROW RECEIPT No. __ This Escrow Receipt evidences a fractional undivided interest in amounts ("Account Amounts") from time to time deposited into a certain paying agent account (the "Paying Agent Account") described in the Escrow and Paying Agent Agreement (Class C) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, the "Escrow and Paying Agent Agreement") among Wilmington Trust Company, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"), Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc, as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") and Wilmington Trust Company, as paying agent (in such capacity, together with its successors in such capacity, the "Paying Agent"). Capitalized terms not defined herein shall have the meanings assigned to them in the Escrow and Paying Agent Agreement. This Escrow Receipt is issued under and is subject to the terms, provisions and conditions of the Escrow and Paying Agent Agreement. By virtue of its acceptance hereof the holder of this Escrow Receipt assents and agrees to be bound by the provisions of the Escrow and Paying Agent Agreement and this Escrow Receipt. This Escrow Receipt represents a fractional undivided interest in amounts deposited from time to time in the Paying Agent Account, and grants or represents no rights, benefits or interests of any kind in respect of any assets or property other than such amounts. This Escrow Receipt evidences the same percentage interest in the Account Amounts as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which this Escrow Receipt is affixed. All payments and distributions made to Receiptholders in respect of the Escrow Receipt shall be made only from Account Amounts deposited in the Paying Agent Account. The holder of this Escrow Receipt, by its acceptance of this Escrow Receipt, agrees that it will look solely to the Account Amounts for any payment or distribution due to it pursuant to this Escrow Receipt and that it will not have any recourse to America West, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder of this Escrow Receipt shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account, nor shall anything set forth herein, or contained in the terms of this Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association. This Escrow Receipt may not be assigned or transferred except in connection with the assignment or transfer of the Certificate to which this Escrow Receipt is affixed. After payment to the holder hereof of its Escrow Interest in the Final Distribution, upon the request of 19 2 the Pass Through Trustee, the holder hereof will return this Escrow Receipt to the Pass Through Trustee. The Paying Agent may treat the person in whose name the Certificate to which this Escrow Receipt is attached as the owner hereof for all purposes, and the Paying Agent shall not be affected by any notice to the contrary. THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly executed. Dated: ______________, 2001 WILMINGTON TRUST COMPANY, as Escrow Agent By __________________________ Name: Title: 20 EXHIBIT B WITHDRAWAL CERTIFICATE (Class C) WILMINGTON TRUST COMPANY, as Escrow Agent Dear Sirs: Reference is made to the Escrow and Paying Agent Agreement, dated as of May 17, 2001 (the "Agreement"). [We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied] [We hereby notify you that the Depositary is being replaced in accordance with Section 4(a)(vii) of the Note Purchase Agreement]. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Withdrawal and immediately transmit by facsimile to the Depositary, at (212) 657-3866, Attention: Global Agency & Trust. Very truly yours, WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Pass Through Trustee By __________________________ Name: Title: Dated: ____________, 200_ EX-4.19 18 p65531ex4-19.txt EX-4.19 1 EXHIBIT 4.19 ESCROW AND PAYING AGENT AGREEMENT (Class D) Dated as of May 17, 2001 among WILMINGTON TRUST COMPANY as Escrow Agent SALOMON SMITH BARNEY INC. DEUTSCHE BANC ALEX. BROWN INC. MIZUHO INTERNATIONAL PLC BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC as Initial Purchasers WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1D-O as Pass Through Trustee and WILMINGTON TRUST COMPANY as Paying Agent 2 TABLE OF CONTENTS

Page ---- ` SECTION 1. Escrow Agent............................................ 2 Section 1.01. Appointment of Escrow Agent............................. 2 Section 1.02. Instruction; Etc........................................ 3 Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts...... 4 Section 1.04. Payments to Receiptholders.............................. 4 Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt..... 4 Section 1.06. Additional Escrow Amounts............................... 5 Section 1.07. Resignation or Removal of Escrow Agent.................. 5 Section 1.08. Persons Deemed Owners................................... 6 Section 1.09. Further Assurances...................................... 6 SECTION 2. Paying Agent............................................ 6 Section 2.01. Appointment of Paying Agent............................. 6 Section 2.02. Establishment of Paying Agent Account................... 6 Section 2.03. Payments from Paying Agent Account...................... 7 Section 2.04. Withholding Taxes....................................... 7 Section 2.05. Resignation or Removal of Paying Agent.................. 8

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Page ---- Section 2.06. Notice of Final Withdrawal.............................. 8 SECTION 3. Payments................................................ 9 SECTION 4. Other Actions........................................... 9 SECTION 5. Representations and Warranties of the Escrow Agent...... 9 SECTION 6. Representations and Warranties of the Paying Agent...... 10 SECTION 7. Indemnification......................................... 11 SECTION 8. Amendment, Etc.......................................... 12 SECTION 9. Notices................................................. 12 SECTION 10. Transfer................................................ 13 SECTION 11. Entire Agreement........................................ 13 SECTION 12. Governing Law........................................... 13 SECTION 13. Waiver of Jury Trial Right.............................. 13 SECTION 14. Counterparts............................................ 13 Exhibit A Escrow Receipt Exhibit B Withdrawal Certificate

ii 4 ESCROW AND PAYING AGENT AGREEMENT (Class D) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, this "Agreement") among WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC., MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC, as Initial Purchasers of the Certificates referred to below (the "Initial Purchasers" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Purchase Agreement referred to below; Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder (in such capacity, together with its successors in such capacity, the "Paying Agent"). W I T N E S S E T H WHEREAS, America West Airlines, Inc. ("America West") and the Pass Through Trustee have entered into a Pass Through Trust Agreement, dated as of May 17, 2001 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Pass Through Trust Agreement") relating to America West Airlines Pass Through Trust 2001-1D-O (the "Pass Through Trust") pursuant to which the America West Airlines Pass Through Trust, Series 2001-1D-O Certificates referred to therein (the "Certificates") are being issued; WHEREAS, America West and the Initial Purchasers have entered into a Purchase Agreement dated as of May 10, 2001 (as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Purchase Agreement") pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Initial Purchasers (the net proceeds of such sale being herein referred to as the "Net Proceeds"); WHEREAS, America West, the Pass Through Trustee, certain other pass through trustees and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the "Equipment Notes") issued to finance or refinance the acquisition of aircraft by America West, as lessee or as owner, utilizing a portion of the Net Proceeds; WHEREAS, the Initial Purchasers and the Pass Through Trustee intend that the Net Proceeds (excluding any amount used to purchase Equipment Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the Investors, subject to withdrawal upon request by the Pass Through Trustee and satisfaction of the conditions set forth in the Note Purchase Agreement for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited on behalf of the Escrow Agent with Citibank, N.A., a 5 2 national banking association, as Depositary (the "Depositary" which shall also be deemed to refer to any Replacement Depositary (as defined in the Note Purchase Agreement) from and after the date on which the Deposits are transferred to such Replacement Depositary) under the Deposit Agreement, dated as of the date hereof between the Depositary and the Escrow Agent relating to the Pass Through Trust (as amended, modified, supplemented or replaced from time to time in accordance with the terms thereof, the "Deposit Agreement" which shall also be deemed to refer to any Replacement Deposit Agreement (as defined in the Note Purchase Agreement) to which the Escrow Agent becomes a party pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits from the Depositary to the Replacement Depositary) pursuant to which, among other things, the Depositary will pay interest for distribution to the Investors and establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee; WHEREAS, the Escrow Agent wishes to appoint the Paying Agent to pay amounts required to be distributed to the Investors in accordance with this Agreement; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pass Through Trust Agreement. NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Escrow Agent. Section 1.01. Appointment of Escrow Agent. Each of the Initial Purchasers, for and on behalf of each of the Investors, hereby irrevocably appoints, authorizes and directs the Escrow Agent to act as escrow agent and fiduciary hereunder and under the Deposit Agreement for such specific purposes and with such powers as are specifically delegated to the Escrow Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Escrow Agent under this Agreement or the Deposit Agreement shall be held in escrow by the Escrow Agent in accordance with the terms of this Agreement. This Agreement is irrevocable and the Investors' rights with respect to any monies received and held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement shall only be as provided under the terms and conditions of this Agreement and the Deposit Agreement. The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement; (b) shall not be responsible to the Pass Through Trustee or the Investors for any recitals, statements, representations or warranties of any person other then itself contained in this Agreement or the Deposit Agreement or for the failure by the Pass Through Trustee, the Investors or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); and (c) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross 6 3 negligence (or simple negligence in connection with the handling of funds) or breach of its obligations hereunder. Section 1.02. Instruction; Etc. The Initial Purchasers, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "Purchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (Y) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "Termination Date", which shall mean the earlier of (i) November 30, 2002 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "Final Withdrawal"), provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "Final Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before December 5, 2002, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be December 26, 2002. 7 4 Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow Agent hereby directs the Initial Purchasers to, and the Initial Purchasers hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $45,000,000 (or such lesser amount equal to the Net Proceeds less amounts used to purchase Equipment Notes on the Issuance Date), for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Initial Purchasers hereby instruct the Escrow Agent, upon receipt of such sum from the Initial Purchasers, to confirm such receipt by executing and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest (the "Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts. Section 1.04. Payments to Receiptholders; Notice to Depositary. All payments and distributions made to holders of an Escrow Receipt (collectively "Receiptholders") in respect of the Escrow Receipt shall be made only from amounts deposited in the Paying Agent Account (as defined below) ("Account Amounts"). Each Receiptholder, by its acceptance of an Escrow Receipt, agrees that (a) it will look solely to the Account Amounts for any payment or distribution due to such Receiptholder pursuant to the terms of the Escrow Receipt and this Agreement and (b) it will have no recourse to America West, the Pass Through Trustee, the Paying Agent, the Escrow Agent or Wilmington Trust Company, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association. No later than four Business Days prior to each Regular Distribution Date, the Escrow Agent shall provide a notice to the Depositary specifying the amount of interest due on the Deposits on such Regular Distribution Date. Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt. If (a) any mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow Agent receives evidence to its satisfaction of the destruction, loss or theft of any Escrow Receipt and (b) there is delivered to the Escrow Agent and the Pass Through Trustee such security, indemnity or bond, 8 5 as may be required by them to hold each of them harmless, then, absent notice to the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen Escrow Receipt has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Escrow Agent shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like Escrow Interest in the Account Amounts and bearing a number not contemporaneously outstanding. In connection with the issuance of any new Escrow Receipt under this Section 1.05, the Escrow Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Pass Through Trustee and the Escrow Agent) connected therewith. Any duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in the Account Amounts, as if originally issued, whether or not the lost, stolen or destroyed Escrow Receipt shall be found at any time. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Escrow Receipts. Section 1.06. Additional Escrow Amounts. On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 1.6 of the Deposit Agreement. Section 1.07. Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "Action of Investors"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The McGraw-Hill 9 6 Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates. Section 1.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Escrow Agent and the Paying Agent may treat the Person in whose name any Escrow Receipt is registered (as of the day of determination) as the owner of such Escrow Receipt for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected by any notice to the contrary. Section 1.09. Further Assurances. The Escrow Agent agrees to take such actions, and execute such other documents, as may be reasonably requested by the Pass Through Trustee in order to effectuate the purposes of this Agreement and the performance by the Escrow Agent of its obligations hereunder. SECTION 2. Paying Agent. Section 2.01. Appointment of Paying Agent. The Escrow Agent hereby irrevocably appoints and authorizes the Paying Agent to act as its paying agent hereunder, for the benefit of the Investors, for such specific purposes and with such powers as are specifically delegated to the Paying Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Paying Agent under this Agreement or the Deposit Agreement shall be held in the Paying Agent Account for the benefit of the Investors. The Paying Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for the Escrow Agent; (b) shall not be responsible to the Escrow Agent for any recitals, statements, representations or warranties of any person other then itself contained in this Agreement or for the failure by the Escrow Agent or any other person or entity (other than the Paying Agent) to perform any of its obligations hereunder (whether or not the Paying Agent shall have any knowledge thereof); and (c) except in respect of its express obligations hereunder, shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds). Section 2.02. Establishment of Paying Agent Account. The Paying Agent shall establish a deposit account (the "Paying Agent Account") at Wilmington Trust Company in the name of the Escrow Agent. It is expressly understood by the parties hereto that the Paying Agent is acting as the paying agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent Account constitute part of the Trust Property. 10 7 Section 2.03. Payments from Paying Agent Account. The Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows: (a) On each Interest Payment Date (as defined in the Deposit Agreement) or as soon thereafter as the Paying Agent has confirmed receipt in the Paying Agent Account from the Depositary of any amount in respect of accrued interest on the Deposits, the Paying Agent shall distribute out of the Paying Agent Account the entire amount deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15th day (whether or not a Business Day) preceding such Interest Payment Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder's pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount of interest deposited by the Depositary in the Paying Agent Account on such date, except that, with respect to Escrow Receipts registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (b) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from the Depositary of any amount in respect of the Final Withdrawal, the Paying Agent shall forthwith distribute the entire amount of the Final Withdrawal deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15th day (whether or not a Business Day) preceding the Final Withdrawal Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder's pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount in the Paying Agent Account on account of such Final Withdrawal, except that, with respect to Escrow Receipts registered on the Record Date in the name of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC. (c) If any payment of interest or principal in respect of the Final Withdrawal is not received by the Paying Agent within five days of the applicable date when due, then it shall be distributed to Receiptholders after actual receipt by the Paying Agent on the same basis as a Special Payment is distributed under the Pass Through Trust Agreement. (d) The Paying Agent shall include with any check mailed pursuant to this Section any notice required to be distributed under the Pass Through Trust Agreement that is furnished to the Paying Agent by the Pass Through Trustee. Section 2.04. Withholding Taxes. The Paying Agent shall exclude and withhold from each distribution of accrued interest on the Deposits (as defined in the Deposit Agreement) and any amount in respect of the Final Withdrawal any and all withholding taxes applicable thereto as required by law. The Paying Agent agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Deposits (as defined in the 11 8 Deposit Agreement) or the escrow amounts, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Receiptholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Receiptholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Receiptholder may reasonably request from time to time. The Paying Agent agrees to file any other information reports as it may be required to file under United States law. Section 2.05. Resignation or Removal of Paying Agent. Subject to the appointment and acceptance of a successor Paying Agent as provided below, the Paying Agent may resign at any time by giving 30 days' prior written notice thereof to the Escrow Agent, but may not otherwise be removed except for cause by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent shall have the right to appoint a successor Paying Agent. If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Paying Agent's giving of notice of resignation or the removal of the retiring Paying Agent, then the retiring Paying Agent may appoint a successor Paying Agent. Any Successor Paying Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall enter into such documents as the Escrow Agent shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its duties and obligations hereunder. Section 2.06. Notice of Final Withdrawal. Promptly after receipt by the Paying Agent of notice that the Escrow Agent has requested a Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent shall cause notice of the distribution of such Final Withdrawal to be mailed to each of the Receiptholders at its address as it appears in the Register. Such notice shall be mailed not less than 20 days prior to the Final Withdrawal Date. Such notice shall set forth: (i) the Final Withdrawal Date and the date for determining Receiptholders of record who shall be entitled to receive distributions in respect of such Final Withdrawal, (ii) the amount of the payment in respect of such Final Withdrawal for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee) and the amount thereof constituting unused Deposits (as defined in the Deposit Agreement) and interest thereon, and (iii) if the Final Withdrawal Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee). 12 9 Such mailing may include any notice required to be given to Certificateholders in connection with such distribution pursuant to the Pass Through Trust Agreement. SECTION 3. Payments. If, notwithstanding the instructions in Section 3 of the Deposit Agreement that all amounts payable to the Escrow Agent under the Deposit Agreement be paid by the Depositary directly to the Paying Agent or the Pass Through Trustee or a Replacement Depositary (depending on the circumstances), the Escrow Agent receives any payment thereunder, then the Escrow Agent shall forthwith pay such amount in Dollars and in immediately available funds by wire transfer to (a) in the case of a payment of accrued interest on the Deposits (as defined in the Deposit Agreement) or any Final Withdrawal, directly to the Paying Agent Account and (b) in the case of any Purchase Withdrawal, directly to the Pass Through Trustee or its designee as specified and in the manner provided in the Applicable Notice of Purchase Withdrawal and (c) in the case of any Replacement Withdrawal (other than accrued interest), to the Replacement Depositary as provided in the Replacement Depositary Agreement. The Escrow Agent hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right (whether arising under applicable law, contract or otherwise) it may have against amounts payable to the Paying Agent howsoever arising. SECTION 4. Other Actions. The Escrow Agent shall take such other actions under or in respect of the Deposit Agreement (including, without limitation, the enforcement of the obligations of the Depositary thereunder) as the Investors, by an Action of Investors, may from time to time request. SECTION 5. Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to America West, the Investors, the Paying Agent and the Pass Through Trustee as follows: (i) it is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware; (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement, the Deposit Agreement and any Replacement Deposit Agreement; (iii) the execution, delivery and performance of each of this Agreement, the Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally 13 10 (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement or the Deposit Agreement or any Replacement Deposit Agreement; (v) neither the execution, delivery or performance by it of this Agreement or the Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or the Deposit Agreement or any Replacement Deposit Agreement (B) would call into question or challenge the validity of this Agreement or the Deposit Agreement or the enforceability hereof or thereof in accordance with the terms hereof or thereof, nor is the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement or the Deposit Agreement. SECTION 6. Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to America West, the Investors, the Escrow Agent and the Pass Through Trustee as follows: (i) it is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware; (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; 14 11 (iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of it and does not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (v) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or (B) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Paying Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement. SECTION 7. Indemnification. Except for actions expressly required of the Escrow Agent or the Paying Agent hereunder, each of the Escrow Agent and the Paying Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have been indemnified (both in such capacities and individually) by the party requesting such action in a manner reasonably satisfactory to it against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. In the event America 15 12 West requests any amendment to any Operative Agreement (as defined in the Note Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and the Paying Agent in connection therewith. SECTION 8. Amendment, Etc. Upon request of the Pass Through Trustee and approval by an Action of Investors, the Escrow Agent shall enter into an amendment to this Agreement, so long as such amendment does not adversely affect the rights or obligations of the Escrow Agent or the Paying Agent, provided that upon request of the Pass Through Trustee and without any consent of the Investors, the Escrow Agent shall enter into an amendment to this Agreement for any of the following purposes: (1) to correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, provided that any such action shall not materially adversely affect the interests of the Investors; or (2) to comply with any requirement of the SEC, applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed or any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or (3) to evidence and provide for the acceptance of appointment under this Agreement of a successor Escrow Agent, successor Paying Agent or successor Pass Through Trustee. SECTION 9. Notices. Unless otherwise expressly provided herein, any notice or other communication under this Agreement shall be in writing (including by facsimile) and shall be deemed to be given and effective upon receipt thereof (or, if received outside of business hours, on the next open of business on a Business Day). All notices shall be sent to (a) in the case of the Investors, as their respective addresses shall appear in the Register, (b) in the case of the Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), (c) in the case of the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), or (d) in the case of the Paying Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (Telecopier: 302-651-8882), in each case with a copy to America West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix, Arizona 95043, Attention: Vice President - Treasurer (Telecopier: (480) 693-5886) (or at such other address as any such party may specify from time to time in a written notice to the other parties). On or prior to the execution of this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a certificate containing specimen signatures of the representatives of the Pass Through Trustee who are authorized to give notices and instructions with respect to this Agreement. The Escrow Agent may conclusively rely on 16 13 such certificate until the Escrow Agent receives written notice from the Pass Through Trustee to the contrary. SECTION 10. Transfer. No party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a successor escrow agent under Section 1.06 hereof or (in the case of the Paying Agent) to a successor paying agent under Section 2.04 hereof, and any purported assignment in violation thereof shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent and the Paying Agent) their respective permitted assigns. Upon the occurrence of the Transfer (as defined below) contemplated by the Assignment and Assumption Agreement (as defined below), the Pass Through Trustee shall (without further act) be deemed to have transferred all of its right, title and interest in and to this Agreement to the trustee of the Successor Trust (as defined below) and, thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass Through Trustee" hereunder with the rights and obligations of the "Pass Through Trustee" hereunder and each reference herein to "America West Airlines Pass Through Trust "2001-1D-O" shall be deemed to be a reference to "America West Airlines Pass Through Trust 2001-1D-S". The parties hereto hereby acknowledge and consent to the Transfer contemplated by the Assignment and Assumption Agreement. As used herein, "Transfer" means the transfers of the assets to the Successor Trust contemplated by the Assignment and Assumption Agreement; "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement to be entered into between the Pass Through Trustee and the trustee of the Successor Trust, substantially in the form of Exhibit D to the Pass Through Trust Agreement; "Successor Trust" means the America West Airlines Pass Through Trust 2001-1D-S. SECTION 11. Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings among the Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through Trustee with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written. SECTION 12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. SECTION 13. Waiver of Jury Trial Right. EACH OF THE ESCROW AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. 17 IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through Trustee have caused this Escrow and Paying Agent Agreement (Class D) to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By: /s/ W. Chris Sponenberg ----------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC., MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI INTERNATIONAL PLC as Initial Purchasers By: SALOMON SMITH BARNEY INC. By: /s/ Thomas Johnson Bliemel ----------------------------------------- Name: Thomas Johnson Bliemel Title: Vice President WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of America West Airlines Pass Through Trust 2001-1D-O By: /s/ W. Chris Sponenberg ----------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President WILMINGTON TRUST COMPANY, as Paying Agent By: /s/ W. Chris Sponenberg ------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President 18 EXHIBIT A AMERICA WEST AIRLINES 2001-1D ESCROW RECEIPT No.___ This Escrow Receipt evidences a fractional undivided interest in amounts ("Account Amounts") from time to time deposited into a certain paying agent account (the "Paying Agent Account") described in the Escrow and Paying Agent Agreement (Class D) dated as of May 17, 2001 (as amended, modified or supplemented from time to time, the "Escrow and Paying Agent Agreement") among Wilmington Trust Company, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"), Salomon Smith Barney Inc., Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc, as Initial Purchasers, Wilmington Trust Company, as Pass Through Trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") and Wilmington Trust Company, as paying agent (in such capacity, together with its successors in such capacity, the "Paying Agent"). Capitalized terms not defined herein shall have the meanings assigned to them in the Escrow and Paying Agent Agreement. This Escrow Receipt is issued under and is subject to the terms, provisions and conditions of the Escrow and Paying Agent Agreement. By virtue of its acceptance hereof the holder of this Escrow Receipt assents and agrees to be bound by the provisions of the Escrow and Paying Agent Agreement and this Escrow Receipt. This Escrow Receipt represents a fractional undivided interest in amounts deposited from time to time in the Paying Agent Account, and grants or represents no rights, benefits or interests of any kind in respect of any assets or property other than such amounts. This Escrow Receipt evidences the same percentage interest in the Account Amounts as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which this Escrow Receipt is affixed. All payments and distributions made to Receiptholders in respect of the Escrow Receipt shall be made only from Account Amounts deposited in the Paying Agent Account. The holder of this Escrow Receipt, by its acceptance of this Escrow Receipt, agrees that it will look solely to the Account Amounts for any payment or distribution due to it pursuant to this Escrow Receipt and that it will not have any recourse to America West, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder of this Escrow Receipt shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account, nor shall anything set forth herein, or contained in the terms of this Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association. This Escrow Receipt may not be assigned or transferred except in connection with the assignment or transfer of the Certificate to which this Escrow Receipt is affixed. After payment to the holder hereof of its Escrow Interest in the Final Distribution, upon the request of 19 2 the Pass Through Trustee, the holder hereof will return this Escrow Receipt to the Pass Through Trustee. The Paying Agent may treat the person in whose name the Certificate to which this Escrow Receipt is attached as the owner hereof for all purposes, and the Paying Agent shall not be affected by any notice to the contrary. THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly executed. Dated: ______________, 2001 WILMINGTON TRUST COMPANY, as Escrow Agent By ______________________________ Name: Title: 20 EXHIBIT B WITHDRAWAL CERTIFICATE (Class D) WILMINGTON TRUST COMPANY, as Escrow Agent Dear Sirs: Reference is made to the Escrow and Paying Agent Agreement, dated as of May 17, 2001 (the "Agreement"). [We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied] [We hereby notify you that the Depositary is being replaced in accordance with Section 4(a)(vii) of the Note Purchase Agreement]. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Withdrawal and immediately transmit by facsimile to the Depositary, at (212) 657-3866, Attention: Global Agency & Trust. Very truly yours, WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Pass Through Trustee By ________________________________ Name: Title: Dated: ____________, 200_ EX-4.21 19 p65531ex4-21.txt EX-4.21 1 EXHIBIT 4.21 NOTE PURCHASE AGREEMENT Dated as of May 17, 2001 Among AMERICA WEST AIRLINES, INC., WILMINGTON TRUST COMPANY, as Pass Through Trustee under each of the Pass Through Trust Agreements WILMINGTON TRUST COMPANY, as Subordination Agent WILMINGTON TRUST COMPANY, as Escrow Agent and WILMINGTON TRUST COMPANY, as Paying Agent 2 INDEX TO NOTE PURCHASE AGREEMENT

Page ---- SECTION 1. Financing of Aircraft ...................................... 2 SECTION 2. Conditions Precedent ....................................... 8 SECTION 3. Representations and Warranties ............................. 8 SECTION 4. Covenants .................................................. 11 SECTION 5. Notices .................................................... 14 SECTION 6. Expenses ................................................... 15 SECTION 7. Further Assurances ......................................... 15 SECTION 8. Miscellaneous .............................................. 16 SECTION 9. Governing Law .............................................. 16

Schedules Schedule I Aircraft and Scheduled Delivery Months Schedule II Pass Through Trust Agreements Schedule III Deposit Agreements Schedule IV Escrow and Paying Agent Agreements Schedule V Mandatory Document Terms Schedule VI Mandatory Economic Terms Schedule VII Aggregate Amortization Schedule Annex Annex A Definitions Exhibits Exhibit A-1 Form of Leased Aircraft Participation Agreement Exhibit A-2 Form of Lease Exhibit A-3 Form of Leased Aircraft Indenture Exhibit A-4 Form of Aircraft Purchase Agreement Assignment Exhibit A-5 Form of Leased Aircraft Trust Agreement Exhibit B Form of Delivery Notice -i- S-16 3 Exhibit C-1 Form of Owned Aircraft Participation Agreement Exhibit C-2 Form of Owned Aircraft Indenture Exhibit D Additional Subordination Provision for the Re-Issuance of the Series D Equipment Notes -ii- 4 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT, dated as of May 17, 2001, among (i) AMERICA WEST AIRLINES, INC., a Delaware corporation (the "Company"), (ii) WILMINGTON TRUST COMPANY ("WTC"), a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the "Pass Through Trustee") under each of the three separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as subordination agent and trustee (in such capacity together with its successors in such capacity, the "Subordination Agent") under the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent (in such capacity together with its successors in such capacity, the "Escrow Agent"), under each of the Escrow and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Paying Agent (in such capacity together with its successors in such capacity, the "Paying Agent") under each of the Escrow and Paying Agent Agreements. W I T N E S S E T H: WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto; WHEREAS, the Company has obtained commitments from the Manufacturer pursuant to the Aircraft Purchase Agreement for the delivery of the 14 aircraft listed on Schedule I hereto (together with any aircraft substituted therefor in accordance with the Aircraft Purchase Agreement prior to the delivery thereof, the "Aircraft"); WHEREAS, pursuant to each of the Pass Through Trust Agreements set forth in Schedule II hereto, and concurrently with the execution and delivery of this Agreement, separate grantor trusts (collectively, the "Pass Through Trusts" and, individually, a "Pass Through Trust") have been created to facilitate certain of the transactions contemplated hereby, including, without limitation, the issuance and sale of pass through certificates pursuant thereto (collectively, the "Certificates") to provide for a portion of the financing of the Aircraft; WHEREAS, the Company has entered into the Purchase Agreement dated as of May 10, 2001 (the "Purchase Agreement") with the several initial purchasers (the "Initial Purchasers") named therein, which provides that the Company will cause each Pass Through Trustee to issue and sell the Certificates to the Initial Purchasers; WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Escrow Agents and the Depositary entered into the Deposit Agreements set forth in Schedule III hereto (the "Initial Deposit Agreements") whereby the applicable Escrow Agent agreed to direct the Initial Purchasers to make certain deposits referred to therein on the Issuance Date (the "Initial Deposits") and to permit the applicable Pass Through Trustee to make additional deposits from time to time thereafter (the Initial Deposits together with such additional deposits are collectively referred to as the "Deposits") and (ii) the Pass Through Trustees, the Initial Purchasers, the Paying Agents and the Escrow Agents entered into the Escrow and Paying 5 2 Agent Agreements set forth in Schedule IV hereto (the "Escrow and Paying Agent Agreements") whereby, among other things, (a) the Initial Purchasers agreed to deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon the Depositary receiving such amount, has agreed to deliver escrow receipts to be affixed to each Certificate; WHEREAS, prior to (or, in the case of the utilization of bridge financing, after) the delivery of each Aircraft from the Manufacturer, the Company will determine whether to enter into a leveraged lease transaction as lessee with respect to such Aircraft (a "Leased Aircraft") or to purchase as owner such Aircraft pursuant to a secured loan transaction (an "Owned Aircraft") and will give to the Pass Through Trustee a Delivery Notice (as defined below) specifying its election; WHEREAS, upon receipt of a Delivery Notice with respect to an Aircraft, subject to the terms and conditions of this Agreement, the applicable Pass Through Trustees will enter into the applicable Financing Agreements relating to such Aircraft; WHEREAS, upon the delivery of each Aircraft, each Pass Through Trustee will fund its purchase of Equipment Notes with the proceeds of one or more Deposits withdrawn by the applicable Escrow Agent under the related Deposit Agreement bearing the same interest rate as the Certificates issued by such Pass Through Trust; WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Westdeutsche Landesbank Girozentrale, a bank organized under the laws of the State of North Rhine-Westphalia, Germany, acting through its New York branch (the "Liquidity Provider"), has entered into two revolving credit agreements (each, a "Liquidity Facility"), one each for the benefit of the Certificateholders of the Class G Trust and the Class C Trust, with the Subordination Agent, as agent for the Pass Through Trustee on behalf of each such Pass Through Trust and (ii) the Pass Through Trustee, the Liquidity Provider, the Policy Provider (as defined below) and the Subordination Agent have entered into the Intercreditor Agreement, dated as of the date hereof (the "Intercreditor Agreement"); and WHEREAS, concurrently with the execution and delivery of this Agreement Ambac Assurance Corporation (the "Policy Provider") has entered into the Insurance and Indemnity Agreement (the "Policy Provider Agreement"), with the Company and the Subordination Agent, as agent and trustee for the Pass Through Trustee of the Class G Trust on behalf of the Class G Trust, and the Policy Provider has issued the certificate guaranty insurance policy (the "Policy") provided for therein for the benefit of the Class G Certificateholders. NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Financing of Aircraft. (a) The Company confirms that it has entered into the Aircraft Purchase Agreement with the Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed to deliver, the Aircraft in the months specified in Schedule I hereto, all on and subject to terms and conditions specified in the 6 3 Aircraft Purchase Agreement. The Company agrees to finance the Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the relevant Financing Agreements. (b) In furtherance of the foregoing, the Company agrees to give the parties hereto, the Depositary, the Policy Provider and each of the Rating Agencies not less than two Business Days' prior written notice in the form of the notice set out in Exhibit B hereto (a "Delivery Notice") of the scheduled delivery date (the "Scheduled Delivery Date") (or, in the case of a substitute Delivery Notice under Section 1(e) or (f) hereof, one Business Day's prior notice) in respect of each Aircraft under the Aircraft Purchase Agreement, or in the case of the utilization of bridge financing as contemplated by Section 1(e) hereof in respect of any Aircraft, one Business Day's prior notice of the date of the financing of such Aircraft pursuant to the relevant Financing Agreements (or in the case of the Aircraft bearing registration number N824AW, if the scheduled date of the financing of such Aircraft hereunder (which shall be deemed to be a "Scheduled Delivery Date" hereunder) coincides with the Issuance Date, the Delivery Notice therefor may be delivered to the parties hereto on such date), which notice shall: (i) specify whether the Company has elected to treat such Aircraft as a Leased Aircraft or an Owned Aircraft; (ii) specify the Scheduled Delivery Date of such Aircraft (which shall be a Business Day before the Cut-off Date and, except as provided in Section 1(f) hereof, the date (the "Funding Date") on which the financing therefor in the manner provided herein shall be consummated); (iii) instruct the applicable Pass Through Trustee to execute and deliver to the relevant Escrow Agent a withdrawal certificate in the form of Exhibit B to the Escrow Agent so as to provide a Notice of Purchase Withdrawal to the Depositary with respect to the Equipment Notes to be issued in connection with the financing of such Aircraft; (iv) instruct the applicable Pass Through Trustee to enter into the Participation Agreement included in the Financing Agreements with respect to such Aircraft in such form and at such a time on or before the Funding Date specified in such Delivery Notice and to perform its obligations thereunder; (v) specify the aggregate principal amount of each series of Equipment Notes to be issued, and purchased by the Pass Through Trustees, in connection with the financing of such Aircraft scheduled to be delivered on such Funding Date (which shall in all respects comply with the Mandatory Economic Terms); and (vi) if such Aircraft is to be a Leased Aircraft, certify that the related Owner Participant (A) is not an Affiliate of the Company and (B) based on the representations of such Owner Participant, is either (1) a Qualified Owner Participant or (2) any other person the obligations of which under the Owner Participant Agreements (as defined in the applicable Participation Agreement) are guaranteed by a Qualified Owner Participant. (c) Upon receipt of a Delivery Notice, the Pass Through Trustees shall, and shall cause the Subordination Agent to, enter into and perform their obligations under the Partic- 7 4 ipation Agreement and other instructions specified in such Delivery Notice, provided that such Participation Agreement and the other Lease Financing Agreements or Owner Financing Agreements to be entered into pursuant to such Participation Agreement shall be in the forms thereof annexed hereto in all material respects with such changes therein as shall have been requested by the related Owner Participant (in the case of Lease Financing Agreements), agreed to by the Company and, if modified in any material respect, as to which prior written consent of the Policy Provider shall have been obtained and as to which Rating Agency Confirmation shall have been obtained from each Rating Agency by the Company (to be delivered by the Company to the applicable Pass Through Trustee on or before the relevant Delivery Date, it being understood that if Policy Provider consent and Rating Agency Confirmation shall have been received with respect to any Financing Agreements and such Financing Agreements are utilized for subsequent Aircraft (or Substitute Aircraft) without material modifications, no additional Policy Provider consent or Rating Agency Confirmation shall be required); provided, however, that the relevant Financing Agreements as executed and delivered shall not vary the Mandatory Economic Terms and shall contain the Mandatory Document Terms. Notwithstanding the foregoing, an Indenture may be modified to the extent required pursuant to Section 4(a)(vi) of this Agreement. The Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any such Rating Agency Confirmation. With respect to each Aircraft, the Company shall cause WTC (or such other person that meets the eligibility requirements to act as mortgagee under the Leased Aircraft Indenture or Owned Aircraft Indenture) shall execute as Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and the Company shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of the Policy Provider or of either Rating Agency, the Company shall deliver or cause to be delivered to such Rating Agency a true and complete copy of each Financing Agreement relating to the financing of each Aircraft together with a true and complete set of the closing documentation (including legal opinions) delivered to the related Loan Trustee, Subordination Agent and Pass Through Trustee under the related Participation Agreement. (d) If after giving any Delivery Notice, there shall be a delay in the delivery of an Aircraft, or if on the Scheduled Delivery Date of an Aircraft the financing thereof in the manner contemplated hereby shall not be consummated for whatever reason, the Company shall give the parties hereto and the Policy Provider prompt notice thereof. Concurrently with the giving of such notice of postponement or subsequently, the Company shall give the parties hereto and the Policy Provider a substitute Delivery Notice specifying the date to which such delivery and related financing shall have been re-scheduled (which shall be a Business Day before the Cut-off Date on which the Escrow Agents shall be entitled to withdraw one or more Deposits under each of the applicable Deposit Agreements to enable each applicable Pass Through Trustee to fund its purchase of the related Equipment Notes). Upon receipt of any such notice of postponement, each applicable Pass Through Trustee shall comply with its obligations under Section 7.01 of each of the Pass Through Trust Agreements and thereafter the financing of the relevant Aircraft shall take place on the re-scheduled Delivery Date therefor (all on and subject to the terms and conditions of the relevant Financing Agreements) unless further postponed as provided herein. (e) Anything in this Section 1 to the contrary notwithstanding, the Company shall have the right at any time on or before the Scheduled Delivery Date of any Aircraft, and 8 5 subsequent to its giving a Delivery Notice therefor, to postpone the Scheduled Delivery Date of such Aircraft so as to enable the Company to change its election to treat such Aircraft as a Leased Aircraft or an Owned Aircraft by written notice of such postponement to the other parties hereto. The Company shall subsequently give the parties hereto a substitute Delivery Notice complying with the provisions of Section 1(b) hereof and specifying the new Funding Date for such postponed Aircraft (which shall be a Business Day occurring before the Cut-off Date and on which the Escrow Agents shall be entitled to withdraw Deposits under each of the applicable Deposit Agreements sufficient to enable each applicable Pass Through Trustee to fund its purchase of the related Equipment Notes). In addition, the Company shall have the further right, anything in this Section 1 to the contrary notwithstanding, to accept delivery of an Aircraft under the Aircraft Purchase Agreement on the Delivery Date thereof by utilization of bridge financing of such Aircraft and promptly thereafter give the parties hereto a Delivery Notice specifying a Funding Date not later than 90 days after the Delivery Date of such Aircraft and no later than the Cut-off Date and otherwise complying with the provisions of Section 1(b) hereof. All other terms and conditions of this Note Purchase Agreement shall apply to the financing of any such Aircraft on the re-scheduled Funding Date therefor except (i) the re-scheduled Funding Date shall be deemed the Delivery Date of such Aircraft for all purposes of this Section 1, (ii) the related Financing Agreements shall be amended to reflect the original delivery of such Aircraft to the Company and (iii) the related Financing Agreements shall be amended to reflect the seller of such Aircraft, and the recipient of payment of the purchase price therefor, as the Company and (iv) in the case of a Leased Aircraft, the Aircraft Purchase Agreement Assignment shall be modified to cover only an assignment of the relevant warranties. (f) If the Scheduled Delivery Date for any Aircraft is delayed for any reason (including the casualty loss thereof) more than 30 days beyond the last day of the month set forth opposite such Aircraft under the heading "Scheduled Delivery Months" in Schedule I hereto, the Company may identify for delivery a substitute aircraft therefor meeting the following conditions (a "Substitute Aircraft"): (i) a Substitute Aircraft must be an Airbus A319-100 or A320-200 aircraft manufactured after the date of this Agreement, (ii) one or more Substitute Aircraft of the same or different types may be substituted for one or more Aircraft of the same or different types so long as after giving effect thereto such substitution does not vary the Mandatory Economic Terms and (iii) the Company shall be obligated to obtain prior written consent of the Policy Provider and to obtain Rating Agency Confirmation in respect of the replacement of any Aircraft by Substitute Aircraft. Upon the satisfaction of the conditions set forth above with respect to a Substitute Aircraft, the Aircraft to be replaced shall cease to be subject to this Agreement and all rights and obligations of the parties hereto concerning such Aircraft shall cease, and such Substitute Aircraft shall become and thereafter be subject to the terms and conditions of this Agreement to the same extent as such Aircraft. (g) The Company shall have no liability for the failure of the Pass Through Trustees to purchase Equipment Notes with respect to any Aircraft or Substitute Aircraft, other than the Company's obligation, if any, to pay the Deposit Make-Whole Premium and Deposit Break Amount pursuant to Section 4(a)(i) of this Agreement. (h) The parties agree that if, in connection with the delivery of an Aircraft or Substitute Aircraft, any Owner Participant who is to be a party to any Lease Financing Agreement shall not be a "Citizen of the United States" within the meaning of Section 9 6 40102(a)(15) of the Act, then the applicable Lease Financing Agreements shall be modified, consistent with the Mandatory Document Terms, (x) to require such Owner Participant to enter into a voting trust, voting powers or similar arrangement satisfactory to the Company that (A) enables such Aircraft or Substitute Aircraft to be registered in the United States and (B) complies with the FAA regulations issued under the Act applicable thereto and (y) to be otherwise consistent with such state of affairs. (i) Anything herein to the contrary notwithstanding, the Company shall not have the right, and shall not be entitled, at any time to request the issuance of Equipment Notes of any series to any Pass Through Trustee in an aggregate principal amount in excess of the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the provisions of the related Deposit Agreement. (j) Notwithstanding the foregoing provisions of this Section 1, and anything herein to the contrary notwithstanding, upon not less than 30 days' prior written notice to the parties hereto, the Company shall have the right, within 120 days after the date any Aircraft has been financed as an Owned Aircraft, to sell such Owned Aircraft and transfer title to such Owned Aircraft to an Owner Trustee for the benefit of an Owner Participant (which shall be a Qualified Owner Participant) in a transaction in which such Owner Trustee assumes all of the obligations of the Company under the relevant Equipment Notes and the Owned Aircraft Indenture on a non-recourse basis (with the Company being released from such obligations, except to the extent accrued prior thereto), leases the Aircraft to the Company and assigns such lease to the Loan Trustee pursuant to an amended and restated trust indenture (a "Sale/Leaseback Transaction"). In connection with such Sale/Leaseback Transaction, the Company and the relevant Note Holders will execute and deliver appropriate documentation permitting the Owner Trustee to assume the obligations of the Company under the relevant Equipment Notes and the Owned Aircraft Indenture on a non-recourse basis, releasing the Company from all obligations in respect of such Equipment Notes and the Owned Aircraft Indenture (except to the extent accrued prior thereto), and take all other actions as are reasonably necessary to permit such assumption by the Owner Trustee. In connection with any such Sale/Leaseback Transaction, the parties hereto agree that (a) the documents to be utilized shall be (i) an amended and restated participation agreement amending and restating the Participation Agreement, such amended and restated participation agreement to be substantially in the form of the Leased Aircraft Participation Agreement, among the Company, the relevant Note Holders, the Owner Participant, the Owner Trustee, and the Loan Trustee, with (x) 10 7 such changes to such form to reflect the assumption of such Equipment Notes by the Owner Trustee on a non-recourse basis rather than the issuance thereof by the Owner Trustee and original purchase thereof by the Note Holders and also to reflect the release of the Company from all obligations under such Equipment Notes and the Owned Aircraft Indenture (except to the extent accrued prior thereto) and (y) such other changes as may be permitted in accordance with the provisions of Section 1(c) hereof applicable to a Leased Aircraft Participation Agreement in connection with a leverage lease transaction, (ii) a lease agreement, such lease agreement to be substantially in the form of the Lease between the Company and the Owner Trustee with such changes as may be permitted in accordance with the provisions of Section 1(c) hereof applicable to the Lease in connection with a leveraged lease transaction, (iii) an amended and restated trust indenture amending and restating the relevant Owned Aircraft Indenture, such amended and restated trust indenture to be substantially in the form of a Leased Aircraft Indenture, between the Owner Trustee and the Loan Trustee, with (x) such changes to such form to reflect the assumption of all of the obligations of the Owner Trustee under relevant Equipment Notes and the relevant Owned Aircraft Indenture on a non-recourse basis and the release of the obligations of the Company under such Equipment Notes and the relevant Owned Aircraft Indenture and (y) such other changes as may be permitted in accordance with the provisions of Section 1(c) hereof applicable to a Leased Aircraft Indenture in connection with a leveraged lease transaction, (iv) a purchase agreement assignment, such purchase agreement assignment to be substantially in the form of the Aircraft Purchase Agreement Assignment between the Company and the Owner Trustee with such changes as may be permitted in accordance with the provisions of Section 1(c) hereof applicable to an Aircraft Purchase Agreement Assignment in connection with a leveraged lease transaction, and (v) a trust agreement, such trust agreement to be substantially in the form of a Trust Agreement, between the Owner Trustee and the Owner Participant with such changes as may be permitted in accordance with the provisions of Section 1(c) hereof applicable to a Trust Agreement in connection with a leveraged lease transaction and (b) the relevant Equipment Notes shall be delivered to the Loan Trustee for cancellation in exchange for new equipment notes to be issued to the Note Holders by the Owner Trustee upon the authentication thereof by the Loan Trustee, such new equipment notes to be substantially in the form contained in Section 2.01 of the Leased Aircraft Indenture. Such new equipment notes will have the same payment terms except that in the event that the Company enters into a Sale/Leaseback Transaction prior to the Delivery Period Termination Date, the Company shall have the right to reoptimize the new equipment notes to be issued to the Note Holders by the Owner Trustee in compliance with the Mandatory Economic Terms and subject to obtaining Rating Agency Confirmation with respect thereto. Notwithstanding the foregoing, the Company shall not have the right to enter into a Sale/Leaseback Transaction unless the Company (i) causes to be delivered to the Loan Trustee an opinion of counsel (both counsel and opinion satisfactory to the Loan Trustee) to the effect that the Pass Through Trusts will not be subject to Federal income tax as a result of such Sale/Leaseback Transaction and (ii) furnishes to the Loan Trustee either (A) an opinion of counsel to the effect that the Certificateholders will not recognize income, gain or loss for Federal income tax purposes as a result of such Sale/Leaseback Transaction and will be subject to Federal income tax on the same amount, in the same manner and at the same time as would have been the case if such Sale/Leaseback Transaction had not occurred or (B) furnishes to the Loan Trustee both an opinion of counsel (both counsel and opinion satisfactory to the Loan Trustee) that the Certificateholders should not recognize gain or loss for Federal income tax purposes in connection with such Sale/Leaseback Transaction and will be subject to Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such Sale/Leaseback Transaction had not occurred and an indemnification in favor of the holders of the Certificates in form and substance reasonably satisfactory to the Loan Trustee and (ii) obtains Policy Provider consent and a Rating Agency Confirmation with respect thereto. In addition, the Company agrees to otherwise comply with the provisions of Sections 1(c) and 2 hereof in connection with any Sale/Leaseback Transaction. 11 8 SECTION 2. Conditions Precedent. The obligation of the Pass Through Trustees to enter into, and to cause the Subordination Agent to enter into, any Participation Agreement as directed pursuant to a Delivery Notice and to perform its obligations thereunder is subject to satisfaction of the following conditions: (a) no Triggering Event shall have occurred; (b) the Company shall have delivered a certificate to each such Pass Through Trustee, the Policy Provider and each Liquidity Provider stating that (i) such Participation Agreement and the other Financing Agreements to be entered into pursuant to such Participation Agreement do not vary the Mandatory Economic Terms and contain the Mandatory Document Terms, (ii) any substantive modification of such Financing Agreements from the forms of Financing Agreements attached to this Agreement do not materially and adversely affect the Policy Provider or the Certificateholders, and such certification shall be true and correct; and (c) a copy of the Rating Agency Confirmations and the Policy Provider consent required under Section 1(c) or 1(j) shall have been delivered to each such Pass Through Trustee. Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee to purchase Equipment Notes shall terminate on the Cut-off Date. SECTION 3. Representations and Warranties. (a) The Company represents and warrants that: (i) the Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a "citizen of the United States" as defined in Section 40102 of the Act, and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Agreement and each Financing Agreement to which it will be a party; (ii) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations under this Agreement have been duly authorized by the Company and will not violate its Certificate of Incorporation or by-laws or (other than any violation that would not result in a Material Adverse Change to the Company) the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and (iii) assuming the due authorization, execution and delivery hereof by the other parties hereto this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 12 9 (b) WTC represents and warrants that: (i) WTC is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a "citizen of the United States" as defined in Section 40102 of the Act, and has the full corporate power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, under this Agreement and each Financing Agreement to which it will be a party; (ii) the execution and delivery by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of this Agreement and the performance by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of its obligations under this Agreement have been duly authorized by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and (iii) this Agreement constitutes the legal, valid and binding obligations of WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. (c) The Pass Through Trustee hereby confirms to each of the other parties hereto that its representations and warranties set forth in Section 7.15 of each Pass Through Trust Agreement are true and correct as of the date hereof. (d) The Subordination Agent represents and warrants that: (i) the Subordination Agent is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has the full corporate power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement and each Financing Agreement to which it is or will be a party and to perform its obligations under this Agreement and each Financing Agreement to which it is or will be a party; (ii) this Agreement has been duly authorized, executed and delivered by the Subordination Agent; this Agreement constitutes the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; 13 10 (iii) none of the execution, delivery and performance by the Subordination Agent of this Agreement contravenes any law, rule or regulation of the State of Delaware or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene the Subordination Agent's articles of association or by-laws or result in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound; (iv) neither the execution and delivery by the Subordination Agent of this Agreement nor the consummation by the Subordination Agent of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Delaware governmental authority or agency or any federal governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers; (v) there are no Taxes payable by the Subordination Agent imposed by the State of Delaware or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Delaware or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities); and (vi) there are no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under this Agreement. (e) The Escrow Agent represents and warrants that: (i) the Escrow Agent is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement, each Deposit Agreement and each Escrow and Paying Agent Agreement (collectively, the "Escrow Agent Agreements") and to carry out the obligations of the Escrow Agent under each of the Escrow Agent Agreements; (ii) the execution and delivery by the Escrow Agent of each of the Escrow Agent Agreements and the performance by the Escrow Agent of its obligations hereunder 14 11 and thereunder have been duly authorized by the Escrow Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and (iii) each of the Escrow Agent Agreements constitutes the legal, valid and binding obligations of the Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. (f) The Paying Agent represents and warrants that: (i) the Paying Agent is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power, authority and legal right under the laws of the State of Delaware and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement and the Escrow and Paying Agent Agreement (collectively, the "Paying Agent Agreements") and to carry out the obligations of the Paying Agent under each of the Paying Agent Agreements; (ii) the execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and (iii) each of the Paying Agent Agreements constitutes the legal, valid and binding obligations of the Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. SECTION 4. Covenants. (a) The Company covenants with each of the other parties hereto that: (i) (A) on the date that the Depositary is obligated to pay the amount of the Final Withdrawals to the Paying Agent pursuant to the Deposit Agreements relating to the Class G Trust and the Class C Trust, the Company shall pay to the Pass Through Trustee of each such Trust no later than 12:30 p.m. (New York time) an amount equal to the Deposit Make-Whole Premium, if any, required to be paid in respect of each such Final Withdrawal amount, and (B) on the date that the Depositary is obligated to pay the amount of the Final Withdrawal to the Paying Agent pursuant to the Deposit Agreement relating to the Class D Trust, the Company shall pay to the Pass Through Trustee of such Trust no later than 12:30 p.m. (New York time) an amount equal to the Deposit Break Amount, if any, and, if such date occurs before January 1, 2002, a premium equal to 1% of the amount of such Final Withdrawal, in each case, required to be paid in respect of such Final Withdrawal amount; 15 12 (ii) subject to Section 4(a)(iv) of this Agreement, the Company shall at all times maintain its corporate existence; (iii) the Company shall at all times remain a U.S. Air Carrier (as defined in the Financing Agreements) and shall at all times be otherwise certificated and registered to the extent necessary to entitle (i) in the case of Leased Aircraft, the Owner Trustee (and the Loan Trustee as assignee of the Owner Trustee's rights under each Lease) to the rights afforded to lessors of aircraft equipment under Section 1110 and (ii) in the case of Owned Aircraft, the Loan Trustee to the rights afforded to secured parties of aircraft equipment under Section 1110; (iv) Section 13.2.1 of each Lease is hereby incorporated by reference herein; (v) the Company agrees to provide written notice to each of the parties hereto of the occurrence of the Cut-off Date no later than one Business Day after the date thereof; such notice to refer specifically to the Pass Through Trustee's obligation to assign, transfer and deliver all of its right, title and interest to the Trust Property (as defined in each Pass Through Trust Agreement) to the trustee of the Related Trust (as defined in each Pass Through Trust Agreement) in accordance with Section 11.01 of each of the Pass Through Trust Agreements; (vi) the Company shall not re-issue any Series D Equipment Note pursuant to any Owned Aircraft Indenture or Leased Aircraft Indenture unless it shall have obtained written confirmation from each Rating Agency that the re-issuance of such Series D Equipment Note will not result in (i) a reduction of the rating for any Class of Certificates below the then current rating for such Class of Certificates (without regard to the Policy) or (ii) a withdrawal or suspension of the rating of any Class of Certificates; if such condition to the re-issuance of Series D Equipment Notes is satisfied, the parties hereto agree to enter into such amendments and modifications to the Intercreditor Agreement, the Pass Through Trust Agreements and the Financing Agreements (to the extent permitted therein) as shall be reasonably requested by the Company to facilitate the re-issuance of the same, provided that such amendments and modifications shall comply with the Mandatory Document Terms and shall not vary the Mandatory Economic Terms (unless such variation would only affect the Series D Equipment Notes). The Company will (i) (to the extent such documents do not already so provide) cause the Indenture under which any Series D Equipment Notes are re-issued and the Intercreditor Agreement to provide for the subordination of the Series D Equipment Notes to the Series C Equipment Notes, the Policy Provider Obligations (as defined in the Intercreditor Agreement), the Series G Equipment Notes and the Liquidity Obligations (as defined in the Intercreditor Agreement) in the same manner as the initially issued Series D Equipment Notes are subordinated to the Series C Equipment Notes, the Policy Provider Obligations, the Series G Equipment Notes and the Liquidity Obligations and (ii) (A) (to the extent not already so provided) cause such Series D Equipment Notes to be subject to the provisions of the Intercreditor Agreement that allow for the "Controlling Party" (as defined in the Intercreditor Agreement), during the continuance of an "Indenture Event of Default" (as defined in the Intercreditor Agreement), to direct the Loan Trustee in taking action under the applicable Indenture and (B) (to the extent Section 10.9 of the 16 13 Intercreditor Agreement does not already bind the holders of such Series D Equipment Notes) cause the Indenture under which such Series D Equipment Notes are re-issued to include, in substance, the provisions set forth in Exhibit D to this Agreement. The Class D Trust shall not purchase any such re-issued Series D Equipment Notes; and (vii) On the Issuance Date, the Depositary's short-term unsecured rating shall be A-1+ from Standard & Poor's and P-1 from Moody's (the "Depositary Threshold Rating"). If the Depositary's short-term unsecured debt rating shall at any time fall below A-1+ from Standard & Poor's or P-1 from Moody's, the Company shall, within 45 days of such event occurring, cause the Depositary to be replaced with a depository bank (a "Replacement Depositary") on the following terms and preconditions: (A) the Replacement Depositary must be one that meets the Depositary Threshold Rating (unless the Company shall have obtained (i) written confirmation from each Rating Agency that such replacement will not cause a reduction of any rating then in effect for any Class of Certificates by such Rating Agency (without regard to any downgrading of any rating of the Depositary being replaced and without regard to the Policy) and (ii) the prior written consent of the Policy Provider) and the Company shall have obtained written confirmation from each Rating Agency that such replacement will not cause a reduction of any rating then in effect for any Class of Certificates by such Rating Agency (without regard to any downgrading of any rating of the Depositary being replaced and without regard to the Policy); (B) the Company shall pay all fees, expenses and other amounts then owing to the replaced Depositary; and (C) the Company shall cause the Escrow Agent and the Replacement Depositary to enter into a Replacement Deposit Agreement for each Class of Certificates and shall cause the Replacement Depositary to deliver to the Company, the Policy Provider and each Rating Agency legal opinions and other closing documentation substantially similar in scope and substance as those that were delivered by the Depositary being replaced in connection with the execution and delivery of the Deposit Agreement being replaced. Upon satisfaction of the foregoing conditions, the Company shall instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow and Paying Agent Agreements) together with a Notice of Replacement Withdrawal (as defined in the Escrow and Paying Agent Agreements). Each of the parties hereto agrees, at the Company's request, to enter into any amendments to this Agreement, the Escrow and Paying Agent Agreements and any other Operative Agreements as may be necessary or desirable to give effect to the replacement of the Depositary with the Replacement Depositary and the replacement of the Deposit Agreements with the Replacement Deposit Agreements. Upon the execution and delivery of the Replacement Deposit Agreements, the Replacement Depositary shall be deemed to be the Depositary with all of the rights and 17 14 obligations of the Depositary hereunder and under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed to be the Deposit Agreements hereunder and under the other Operative Agreements, except that the obligations of the replaced Depositary under the last two sentences of Section 1.4(a) of its Deposit Agreements shall remain in full force and effect notwithstanding the execution and delivery of the Replacement Deposit Agreements. (b) WTC, in its individual capacity, covenants with each of the other parties to this Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a "citizen of the United States" as defined in Section 40102 of the Act and promptly upon public disclosure of negotiations in respect of any transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon WTC giving any such notice, WTC shall, subject to Section 8.02 of any Indenture then entered into, resign as Loan Trustee in respect of such Indenture. (c) the Subordination Agent covenants with each of the other parties hereto that it will not agree or consent to any amendment or modification to any Liquidity Facility, the Policy Provider Agreement or the Intercreditor Agreement without the Company's consent, if such amendment or modification would adversely affect the interests of the Company. (d) The Escrow Agent covenants with each of the other parties hereto that it will not agree or consent to any amendment or modification to (i) any Deposit Agreement or Escrow and Paying Agent Agreement without the Company's consent, if such amendment or modification would adversely affect the interests of the Company or (ii) the Deposit Agreement for the Class G Trust or the Escrow and Paying Agent Agreement for the Class G Trust without the Policy Provider's consent, if such amendment or modification would adversely affect the interests of the Policy Provider (such consent not to be unreasonably withheld or delayed). SECTION 5. Notices. Unless otherwise expressly permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers and other communications required or permitted to be made, given, furnished or filed hereunder shall be in writing (it being understood that the specification of a writing in certain instances and not in others does not imply an intention that a writing is not required as to the latter), shall refer specifically to this Agreement, and shall be personally delivered, sent by facsimile or telecommunication transmission (which in either case provides written confirmation to the sender of its delivery), sent by registered mail or certified mail, return receipt requested, postage prepaid, or sent by overnight courier service, in each case to the respective address or facsimile number set forth for such party below the signature of such party at the foot of this Agreement, or to such other address, facsimile or other number as each party hereto may hereafter specify by notice to the other parties hereto. Notice shall be given to the Policy Provider at the address specified in the Intercreditor Agreement. Each such notice, request, demand, authorization, direction, consent, waiver or other communication shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission, when received unless received outside of business hours, in which case on the next open of business on a Business day. 18 15 SECTION 6. Expenses. (a) The Company agrees to pay to the Subordination Agent when due for application in accordance with the Intercreditor Agreement an amount or amounts equal to the fees payable to the Liquidity Provider under Section 2.03 of each Liquidity Facility multiplied by a fraction the numerator of which shall be the then outstanding aggregate amount of the Deposits under the Deposit Agreements pertaining to the Class G Trust and Class C Trust and the denominator of which shall be the sum of (x) the then outstanding aggregate principal amount of the Series G Equipment Notes and Series C Equipment Notes issued under all of the Indentures and (y) the then outstanding aggregate amount of the Deposits under the Deposit Agreements pertaining to the Class G Trust and the Class C Trust. (b) The Company agrees to pay to the Subordination Agent when due for application in accordance with the Intercreditor Agreement an amount or amounts equal to the fees payable to the Policy Provider under Section 3.02 of the Policy Provider Agreement multiplied by a fraction the numerator of which shall be the then outstanding aggregate amount of the Deposits under the Deposit Agreement pertaining to the Class G Trust and the denominator of which shall be the sum of (x) the then outstanding aggregate principal amount of the Series G Equipment Notes issued under all of the Indentures and (y) the then outstanding aggregate amount of the Deposits under the Deposit Agreement pertaining to the Class G Trust. (c) So long as no Equipment Notes have been issued in respect of any Aircraft, the Company agrees to pay (i) to the Subordination Agent when due (A) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings while such Downgrade Advance shall be outstanding, (B) the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings while such Non-Extension Advance shall be outstanding and (C) any other amounts owed to the Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility (other than (x) amounts due as repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (A) or (B) and (y) fees payable under Section 6(a) above), (ii) all compensation and reimbursement of expenses, disbursements and advances payable by the Company under the Pass Through Trust Agreements, (iii) all compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement (as may be modified by any separate letter agreement) except with respect to any Unindemnified Taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement, (iv) all compensation and reimbursement of expenses and disbursements payable to the Policy Provider under the Policy Provider Agreement (except for fees payable under Section 6(b) above), and (v) in the event the Company requests any amendment to any Operative Agreement, all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent, the Paying Agent and/or the Policy Provider in connection therewith. For purposes of this Section 6(b), the terms "Applied Downgrade Advance", "Applied Non-Extension Advance", "Downgrade Advance", "Investment Earnings" and "Non-Extension Advance" shall have the meanings specified in each Liquidity Facility. SECTION 7. Further Assurances. Each party hereto shall duly execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such 19 16 further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Agreement. SECTION 8. Miscellaneous. (a) Provided that the transactions contemplated hereby have been consummated, and except as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent, the Escrow Agent, the Paying Agent and the Pass Through Trustee, and the Company's, the Subordination Agent's, the Escrow Agent's, the Paying Agent's and the Pass Through Trustee's obligations under any and all thereof, shall survive the expiration or other termination of this Agreement and the other agreements referred to herein. (b) This Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Agreement, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The index preceding this Agreement and the headings of the various Sections of this Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through Trustee (and any additional trustee appointed) under any of the Pass Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent under the Escrow and Paying Agent Agreements, the Paying Agent and its successors as Paying Agent under the Escrow and Paying Agent Agreement and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement. (c) This Agreement is not intended to, and shall not, provide any person not a party hereto (other than the Initial Purchasers and each of the beneficiaries of Section 6 hereof) with any rights of any nature whatsoever against any of the parties hereto, and no person not a party hereto (other than the Initial Purchasers and each of the beneficiaries of Section 6 hereof) shall have any right, power or privilege in respect of, or have any benefit or interest arising out of, this Agreement. To the extent that this Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest, remedy or claim to any of the beneficiaries of Section 6 hereof (including, but not limited to rights, powers, privileges, benefits, interests, remedies and claims under Section 6) each such party is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest, remedy or claim. SECTION 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. 20 17 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. AMERICA WEST AIRLINES, INC. By /s/ Thomas T. Weir --------------------------------------------- Name: Thomas T. Weir Title: Vice President and Treasurer Address: 4000 East Sky Harbor Boulevard Phoenix, Arizona 85034 Attention: Vice President - Treasurer Facsimile: (602) 693-5886 WILMINGTON TRUST COMPANY, not in its individual capacity, except as otherwise provided herein, but solely as Pass Through Trustee By /s/ W. Chris Sponenberg --------------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President Address: Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 21 18 WILMINGTON TRUST COMPANY, not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent By /s/ W. Chris Sponenberg --------------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President Address: Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 WILMINGTON TRUST COMPANY, as Escrow Agent By /s/ W. Chris Sponenberg --------------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President Address: Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 WILMINGTON TRUST COMPANY, as Paying Agent By /s/ W. Chris Sponenberg --------------------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President Address: Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 22 19 SCHEDULE I to Note Purchase Agreement AIRCRAFT AND SCHEDULED DELIVERY MONTHS

Expected Expected Registration Manufacturer's Scheduled Aircraft Type Number Serial Number Delivery Month --------------- ------------- --------------- ---------------- Airbus A319-132 N824AW 1490 May 2001 Airbus A319-132 N825AW 1527 July 2001 Airbus A319-132 N826AW 1534 July 2001 Airbus A319-132 N827AW 1547 July 2001 Airbus A319-132 N828AW 1552 July 2001 Airbus A319-132 N829AW 1563 August 2001 Airbus A319-132 N830AW 1565 August 2001 Airbus A319-132 N831AW 1576 September 2001 Airbus A319-132 N832AW 1643 December 2001 Airbus A320-232 N664AW 1621 November 2001 Airbus A320-232 N665AW 1644 December 2001 Airbus A320-232 N667AW TBD February 2002 Airbus A320-232 N668AW TBD April 2002 Airbus A320-232 N669AW TBD May 2002

23 SCHEDULE II to Note Purchase Agreement PASS THROUGH TRUST AGREEMENTS Pass Through Trust Agreement dated as of the Issuance Date between the Company and the Pass Through Trustee in respect of America West Airlines Pass Through Trust, Series 2001-1G-O. Pass Through Trust Agreement dated as of the Issuance Date between the Company and the Pass Through Trustee in respect of America West Airlines Pass Through Trust, Series 2001-1C-O. Pass Through Trust Agreement dated as of the Issuance Date between the Company and the Pass Through Trustee in respect of America West Airlines Pass Through Trust, Series 2001-1D-O. 24 SCHEDULE III to Note Purchase Agreement DEPOSIT AGREEMENTS Deposit Agreement (Class G) dated as of the Issuance Date between the Depositary and the Escrow Agent. Deposit Agreement (Class C) dated as of the Issuance Date between the Depositary and the Escrow Agent. Deposit Agreement (Class D) dated as of the Issuance Date between the Depositary and the Escrow Agent. 25 SCHEDULE IV to Note Purchase Agreement ESCROW AND PAYING AGENT AGREEMENTS Escrow and Paying Agent Agreement (Class G) dated as of the Issuance Date among the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and the Paying Agent. Escrow and Paying Agent Agreement (Class C) dated as of the Issuance Date among the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and the Paying Agent. Escrow and Paying Agent Agreement (Class D) dated as of the Issuance Date among the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and the Paying Agent. 26 SCHEDULE V to Note Purchase Agreement MANDATORY DOCUMENT TERMS The terms "Trust Indenture Form", "Lease Form" and "Participation Agreement Form" shall have the respective meanings specified in Schedule VI to the Note Purchase Agreement. 1. May not modify in any material adverse respect the Granting Clause of the Trust Indenture Form so as to deprive the Note Holders of a security interest in and mortgage lien on the Aircraft, certain rights under the Aircraft Purchase Agreement and, in the case of a Leased Aircraft Indenture, the Lease or to eliminate any of the "Secured Obligations" as defined therein or otherwise modify in any material adverse respect as regards the interests of the Note Holders, the Subordination Agent, the Liquidity Provider, the Policy Provider or the Mortgagee the provisions of Article II or III or in the case of a Leased Aircraft Indenture Section 4.02, 4.03, 4.04, 5.02, 5.06, 9.01(b), 10.04, 10.11 or 10.12 of the Trust Indenture Form or in the case of an Owned Aircraft Indenture Article IV, Section 5.01, 5.02, 6.02, 10.01, 11.04, 11.11 or 11.12 of the Trust Indenture Form. 2. May not modify in any material adverse respect as regards the interests of the Note Holders, the Subordination Agent, the Liquidity Provider, the Policy Provider or the Mortgagee the provisions of Section 3.2.1(e), 3.3(c), 4.7, the final sentence of 7.1.1, 10.3.1(d)(ii), 13.3, 16, 17.3, 18.3 or 18.6(a) of the Lease Form or otherwise modify the terms of the Lease Form so as to deprive the Mortgagee of rights expressly granted to the "Mortgagee" therein. 3. May not modify in any material adverse respect as regards the interests of the Note Holders, the Subordination Agent, the Liquidity Provider or the Mortgagee the provisions of Section (Owned Aircraft Section references shown in '[ ]') 5.1.9[3.1.7], 5.1.10[3.1.8], 5.1.11[3.1.9], 5.1.12[3.1.10], 7.5[5.3], 12[9], 15.7(a)[11.7(a)] or 15.9[11.9] of the Participation Agreement Form or of the provisions of Section 5.1.2(xxiii)[, 3.1.2(xvi)] or 10.1.1(a)(iv) of the Participation Agreement Form so as to eliminate the requirement to deliver to the Loan Participant or the Mortgagee, as the case may be, the legal opinions to be provided to such Persons thereunder (recognizing that the lawyers rendering such opinions may be changed) or of the provisions of Section 7.6.11(a)(ii)[5.4.5(a)(ii)] of the Participation Agreement Form as regards the rights of the Mortgagee thereunder or of the provisions of Section 5.1.16[3.1.14] of the Participation Agreement Form so as to deprive the Note Holders of a first priority security interest as provided therein in and mortgage lien on the Aircraft and the Lease or otherwise modify the terms of the Participation Agreement Form to deprive the Trustees, the Subordination Agent, the Liquidity Providers or the Mortgagee of any indemnity or right of reimbursement in its favor for Expenses or Taxes. 4. May not modify, in any material adverse respect as regards the interests of the Note Holders, the Subordination Agent, the Liquidity Providers or the Mortgagee, the definition of "Make Whole Amount" and "Break Amount" in Annex A to the Participation Agreement Form. 27 2 Notwithstanding the foregoing, any such Mandatory Document Term may be modified to correct or supplement any such provision which may be defective or to cure any ambiguity or correct any mistake, provided that any such action shall not materially adversely affect the interests of the Note Holders, the Subordination Agent, the Liquidity Providers, the Policy Provider, the Mortgagee or the Certificateholders. 28 SCHEDULE VI to Note Purchase Agreement MANDATORY ECONOMIC TERMS Equipment Notes Obligor: America West Airlines, Inc. or an Owner Trust Maximum Principal Amount: the maximum principal amount of all the Equipment Notes issued with respect to an Aircraft may not exceed the maximum principal amount of Equipment Notes indicated for each such Aircraft as set forth in "Offering Memorandum Summary -- Equipment Notes and the Aircraft" under the column "Maximum Principal Amount of Equipment Notes"; Initial Average Life: the average life per aircraft of the Series G Equipment Notes shall not be less than 10.0 years nor more than 14.0 years, of the Series C Equipment Notes shall not be less than 3.0 years nor more than 5.0 years and of the Series D Equipment Notes shall not be more than 3.5 years, in each case from the Issuance Date. Additionally, in the case of the Series D Equipment Notes, scheduled payments of principal to begin on or after April 2, 2002; Average Life (in years): as of the first Regular Distribution Date following the delivery of the last Aircraft to be delivered, the average life of the Class G Certificates not to be less than 11.8 years nor more than 12.2 years, of the Class C Certificates not to be less than 3.9 years nor more than 4.1 years, and of the Class D Certificates not to be more than 3.0 years, in each case from the Issuance Date; Loan to Aircraft Value: the loan to aircraft value ratio with respect to each Aircraft at the time of issuance of the related Equipment Notes and on any Regular Distribution Date thereafter shall not exceed 53.6% in the case of the Series G Equipment Notes, 63.0% in the case of the Series C Equipment Notes and 72.5% in the case of the Series D Equipment Notes (in each case computed on the basis of an assumed value of such Aircraft no greater than the value for such Aircraft set forth under "Offering Memorandum Summary -- Equipment Notes and the Aircraft" under the column "Appraised Value" and the depreciation assumption contained in footnote 1 in the chart under "Offering Memorandum Summary -- Loan to Aircraft Value Ratios") Final Maturity Date: the final maturity date of (a) the Series G Equipment Notes may not be extended beyond April 2, 2021, (b) the Series C Equipment Notes may not be extended beyond April 2, 2007 29 and (c) the Series D Equipment Notes may not be extended beyond October 2, 2005; Principal Amount: At the Delivery Period Termination Date, the aggregate principal amount of all Series G Equipment Notes to be equal to the aggregate face amount of the Class G Certificates, the aggregate principal amount of all Series C Equipment Notes not to exceed, but may be less than, the original aggregate face amount of the Class C Certificates (it being understood that the Pool Balance (as defined in the Intercreditor Agreement) of the Class C Certificates at such date shall be reduced to the extent it exceeds the aggregate principal amount of all Series C Equipment Notes) and the aggregate principal amount of all Series D Equipment Notes not to exceed, but may be less than, the original aggregate face amount of the Class D Certificates (it being understood that the Pool Balance (as defined in the Intercreditor Agreement) of the Class D Certificates at such date shall be reduced to the extent it exceeds the aggregate principal amount of all Series D Equipment Notes); Debt Rate: the interest rate applicable to each Series of Equipment Notes must be equal to the rate applicable to the Certificates issued by the corresponding Pass Through Trust; Payment Due Rate: Debt Rate plus 1% per annum Payment Dates: April 2 and October 2 commencing with the first such date after the applicable Equipment Notes are issued Make-Whole Premiums/Break Amounts: as provided in Article II of the form of Trust Indenture marked as Exhibits A-3 and C-2 of the Note Purchase Agreement (the "Trust Indenture Form") Redemption and Purchase: as provided in Article II of the Trust Indenture Form All-risk hull insurance: Not less than the unpaid principal amount of the related Equipment Notes together with six months of accrued Interest. Lease Term: The Base Lease Term shall expire by its terms on or after final maturity date of the related Series G or Series C Equipment Notes Lease Payment Dates: April 2 and October 2 commencing with the first such date after the Lease is entered into, to and including the last such 2 30 date in the Term Minimum Rent: Basic Rent due and payable on each Payment Date shall be at least sufficient to pay in full, as of such Payment Date (assuming timely payment of the related Equipment Notes prior to such Date), the aggregate principal amount of scheduled installments due on the related Equipment Notes outstanding on such Payment Date together with accrued and unpaid interest thereon Supplemental Rent: Sufficient to cover the sums described in clauses (a) through (d) of such term as defined in Annex A to the form of Lease (the "Lease Form") marked as Exhibit A-2 of the Note Purchase Agreement EBO Amount (if any): At all times equal to or greater than the then outstanding principal amount of the related Equipment Notes together with accrued interest thereon Stipulated Loss Value: At all times equal to or greater than the then outstanding principal amount of the related Equipment Notes together with accrued interest thereon Termination Value: At all times equal to or greater than the then outstanding principal amount of the related Equipment Notes together with accrued interest thereon All-risk hull insurance: not less than Stipulated Loss Value, subject to Lessee's right to self-insure on terms no more favorable to Lessee in any material respect than those set forth in Annex D of the form of Lease marked as Exhibit A-2. Minimum Liability Insurance Amount: as set forth in Schedule 1 to the form of Lease marked as Exhibit A-2. Payment Due Rate: as set forth in Annex A to the form of Lease marked as Exhibit A-2. SLV Rate: as set forth in Schedule 1 to the form of Lease marked as Exhibit A-2. Participation Agreement Mortgagee, Subordination Agent, Liquidity Providers, the Policy Provider, Pass Through Trustees, and Escrow Agents indemnified against Expenses and Taxes to the extent set forth in 3 31 Section 9 of the form of the Participation Agreement (the "Participation Agreement Form") marked as Exhibits A-1 and C-1 to the Note Purchase Agreement 4 32 SCHEDULE VII to Note Purchase Agreement AGGREGATE AMORTIZATION SCHEDULE

2001-1G Trust 2001-1C Trust 2001-1D Trust Date Scheduled Principal Payment Scheduled Principal Payment Scheduled Principal Payment - ---------------------- --------------------------- --------------------------- --------------------------- October 2, 2001....... $1,867,092.00 $2,595,002.24 $ 0.00 April 2, 2002......... 3,691,735.52 1,755,144.00 3,140,00.00 October 2, 2002....... 17,892,441.08 390,672.40 4,528,400.00 April 2, 2003......... 2,811,970.50 131,340.30 4,800,104.00 October 2, 2003....... 6,450,964.20 4,386,452.63 5,088,110.24 April 2, 2004......... 2,811,970.50 4,957,115.01 5,393,396.85 October 2, 2004....... 6,450,964.20 7,062,596.00 5,717,000.67 April 2, 2005......... 2,811,970.50 2,064,346.07 6,060,020.71 October 2, 2005....... 6,450,964.20 11,404,268.00 10,272,967.53 April 2, 2006......... 9,262,934.70 11,404,268.00 0.00 October 2, 2006....... 0.00 4,341,672.00 0.00 April 2, 2007......... 4,882,887.90 6,528,123.35 0.00 October 2, 2007....... 4,380,046.80 0.00 0.00 April 2, 2008......... 2,811,970.50 0.00 0.00 October 2, 2008....... 7,906,500.60 0.00 0.00 April 2, 2009......... 1,356,434.10 0.00 0.00 October 2, 2009....... 6,450,964.20 0.00 0.00 April 2, 2010......... 9,864,878.10 0.00 0.00 October 2, 2010....... 14,045,772.80 0.00 0.00 April 2, 2011......... 14,780,412.50 0.00 0.00 October 2, 2011....... 2,062,956.80 0.00 0.00 April 2, 2012......... 2,062,956.80 0.00 0.00 October 2, 2012....... 15,970,553.77 0.00 0.00 October 2, 2013....... 4,217,638.06 0.00 0.00 April 2, 2014......... 4,769,856.95 0.00 0.00 October 2, 2014....... 11,281,926.69 0.00 0.00 April 2, 2015......... 11,965,664.00 0.00 0.00 October 2, 2015....... 14,045,772.80 0.00 0.00 April 2, 2016......... 23,948,480.00 0.00 0.00 April 2, 2017......... 9,902,707.20 0.00 0.00 October 2, 2017....... 11,965,664.00 0.00 0.00 April 2, 2018......... 11,965,664.00 0.00 0.00 April 2, 2019......... 9,902,707.20 0.00 0.00 October 2, 2019....... 19,950,389.85 0.00 0.00 April 2, 2020......... 14,216,144.09 0.00 0.00 October 2, 2020....... 16,108,729.60 0.00 0.00 April 2, 2021......... 13,822,313.29 0.00 0.00

5 33 ANNEX A to Note Purchase Agreement DEFINITIONS "Act" means 49 U.S.C.Sections 40101-46507. "Adjusted Treasury Yield" means the Treasury Yield plus, in the case of a distribution to holders of Class G Certificates, 180 basis points, and, in the case of a distribution to holders of Class C Certificates, 365 basis points. "Affiliate" means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person. For purposes of this definition, "control" means the power, directly or indirectly, to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise and "controlling," "controlled by" and "under common control with" have correlative meanings. "Aircraft" has the meaning set forth in the second recital to the Note Purchase Agreement. "Aircraft Purchase Agreement" means the Airbus A319/A320 Purchase Agreement, dated as of September 12, 1997, between the Company and the Manufacturer (including all exhibits thereto, together with all letter agreements entered into that by their terms constitute part of any such Purchase Agreement). "Aircraft Purchase Agreement Assignment" means an Assignment and Delegation Agreement substantially in the form of Exhibit A-4 to the Note Purchase Agreement. "Assumed Amortization Schedule" means Schedule VII to the Note Purchase Agreement. "Average Life Date" means, for any Equipment Note, the date which follows the time of determination by a period equal to the Remaining Weighted Average Life of such Equipment Note. "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C.Sections 101 et seq. "Business Day" means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Phoenix, Arizona, Hartford, Connecticut or Wilmington, Delaware. "Certificate" has the meaning set forth in the third recital to the Note Purchase Agreement. "Certificateholder" means the Person in whose name a Certificate is registered in the Register. "Class" means the class of Certificates issued by each Pass Through Trust. "Class C Certificates" has the meaning specified in the Intercreditor Agreement. "Class C Trust" has the meaning specified in the Intercreditor Agreement 34 2 "Class D Certificates" has the meaning specified in the Intercreditor Agreement. "Class D Trust" has the meaning specified in the Intercreditor Agreement "Class G Certificates" has the meaning specified in the Intercreditor Agreement. "Class G Trust " has the meaning specified in the Intercreditor Agreement. "Company" means America West Airlines, Inc., a Delaware corporation. "Corporate Trust Office" with respect to any Pass Through Trustee or any Loan Trustee, means the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. "Cut-off Date" means the earlier of (a) the day after the Delivery Period Termination Date and (b) the date on which a Triggering Event occurs. "Delivery Period Termination Date" means the earlier of (a) August 30, 2002, or, if the Equipment Notes relating to all of the Aircraft (or Substitute Aircraft in lieu thereof) have not been purchased by the Pass Through Trustees on or prior to such date due to any reason beyond the control of the Company and not occasioned by the Company's fault or negligence, November 30, 2002 and (b) the date on which Equipment Notes issued with respect to all of the Aircraft (or Substitute Aircraft in lieu thereof) have been purchased by the Pass Through Trustees in accordance with the Note Purchase Agreement. "Delivery Date" means the Business Day on which an Aircraft is delivered to and accepted by the Company or otherwise becomes subject to any Financing Agreement. "Deposit" has the meaning set forth in the fifth recital to the Note Purchase Agreement. "Deposit Agreement" shall mean the initial Deposit Agreements set forth on Schedule III hereto and, from and after the transfer of the Deposits to a Replacement Depositary, shall refer to the corresponding Replacement Deposit Agreements between the Escrow Agent and the Replacement Depositary. "Deposit Break Amount" means, as of any date of distribution of remaining Deposits relating to the Class D Trust (the "Applicable Date"), an amount determined by the Class D Trustee on the date that is two LIBOR Business Days prior to the Applicable Date pursuant to the formula set forth below. The Deposit Break Amount will be calculated as follows: Deposit Break Amount = Z-Y Where: X = with respect to any applicable interest period, the sum of (i) the amount of such remaining Deposits as of the Applicable Date plus (ii) interest payable thereon 35 3 during such entire interest period at then effective Six-Month LIBOR. Y = X, discounted to present value from the last day of the then applicable interest period to the Applicable Date, using then effective Six-Month LIBOR as the discount rate. Z = X, discounted to present value from the last day of the then applicable interest period to the Applicable Date, using a rate equal to the applicable London interbank offered rate for a period commencing on the Applicable Date and ending on the last day of the then applicable interest period, determined by the Class D Trustee as of two LIBOR Business Days prior to the Applicable Date as the discount rate. No Deposit Break Amount will be payable (x) if the Deposit Break Amount, as calculated pursuant to the formula set forth above, is equal to or less than zero or (y) on or in respect of any Applicable Date that is a Regular Distribution Date. "Deposit Make-Whole Premium" means, with respect to the distribution of unused Deposits to holders of the Class G Certificates and the Class C Certificates, as of any date of determination, an amount equal to the excess, if any, of (a) the present value of the excess of (i) the scheduled payment of principal and interest to maturity of the Series G Equipment Notes and Series C Equipment Notes, assuming the maximum principal amount thereof (as permitted by the Mandatory Economic Terms) were issued with respect to all of the Aircraft (the "Maximum Amount") minus any Non-Premium Amount applicable to such Class of Certificates and, in the case of Class C Certificates only, the Par Redemption Amount, on each remaining Regular Distribution Date for such Class under the Assumed Amortization Schedule over (ii) the scheduled payment of principal and interest to maturity of the Series G Equipment Notes and Series C Equipment Notes actually acquired by the Pass Through Trustee for such Class on each such Regular Distribution Date, such present value computed by discounting such excess on a semiannual basis on each Regular Distribution Date (assuming a 360-day year of twelve 30-day months) using a discount rate equal to the Adjusted Treasury Yield over (b) the amount of such unused Deposits to be distributed to the holders of such Certificates minus any Non-Premium Amount applicable to such Class of Certificates and, in the case of Class C Certificates only, the Par Redemption Amount (the remainder of such subtraction, the "Net Deposits") plus accrued and unpaid interest on the Net Deposits to but excluding such date of determination from and including the preceding Regular Distribution Date (or if such date of determination precedes the first Regular Distribution Date, the Issuance Date). "Depositary" means Citibank, N.A., a national banking association, and, from and after the transfer of the Deposits to a Replacement Depositary, shall mean such Replacement Depositary. "Equipment Notes" means and includes any equipment notes issued under any Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of such Indenture) and any Equipment Note issued under any Indenture in exchange for or replacement of any other Equipment Note. "Escrow Agent" has the meaning set forth in the first paragraph of the Note Purchase Agreement. 36 4 "Escrow and Paying Agent Agreement" has the meaning set forth in the fifth recital to the Note Purchase Agreement. "FAA" means the Federal Aviation Administration of the United States. "Final Withdrawal" with respect to each Escrow and Paying Agent Agreement, has the meaning set forth in Section 1.02 thereof. "Financing Agreements" means, collectively, the Lease Financing Agreements and the Owner Financing Agreements. "Government Entity" means (a) any federal, state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government or (b) any other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the Operative Agreements. "H.15(519)" means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System. "Indentures" means, collectively, the Leased Aircraft Indentures and the Owned Aircraft Indentures. "Initial Purchasers" has the meaning set forth in the fourth recital to the Note Purchase Agreement. "Intercreditor Agreement" has the meaning set forth in the ninth recital to the Note Purchase Agreement. "Issuance Date" means the date of the original issuance of the Certificates. "Law" means (a) any constitution, treaty, statute, law, decree, regulation, order, rule or directive of any Government Entity, and (b) any judicial or administrative interpretation or application of, or decision under, any of the foregoing. "Lease" means a Lease Agreement substantially in the form of Exhibit A-2 to the Note Purchase Agreement. "Lease Financing Agreements" means, collectively, the Aircraft Purchase Agreement Assignment, the Leased Aircraft Participation Agreement, the Lease, the Leased Aircraft Indenture, the Equipment Notes issued thereunder and the Trust Agreement relating to the financing of a Leased Aircraft. "Leased Aircraft" means an Aircraft subject to a Lease. "Leased Aircraft Indenture" means a Trust Indenture and Mortgage substantially in the form of Exhibit A-3 to the Note Purchase Agreement. 37 5 "Leased Aircraft Participation Agreement" means a Participation Agreement substantially in the form of Exhibit A-1 to the Note Purchase Agreement. "LIBOR Business Day" means any day on which dealings are carried on in the London interbank market. "Liquidity Facility" has the meaning set forth in the ninth recital to the Note Purchase Agreement. "Liquidity Provider" has the meaning set forth in the tenth recital to the Note Purchase Agreement. "Loan Trustee" means the "Mortgagee" as defined in the Financing Agreements. "Mandatory Document Terms" means the terms set forth on Schedule V to the Note Purchase Agreement. "Mandatory Economic Terms" means the terms set forth on Schedule VI to the Note Purchase Agreement. "Manufacturer" means Airbus Industrie G.I.E., solely in its capacity as manufacturer or seller of Aircraft. "Material Adverse Change" means, with respect to any Person, any event, condition or circumstance that materially and adversely affects such Person 's business or consolidated financial condition or its ability to observe or perform its obligations, liabilities and agreements under the Operative Agreements. "Non-Premium Amount" means, with respect to the Class G Certificates and the Class C Certificates, if any Aircraft has not been delivered by the Manufacturer on or prior to the Delivery Period Termination Date due to any reason not occasioned by the Company's fault or negligence and no Substitute Aircraft has been provided in lieu of such Aircraft, an amount equal to the maximum principal amount of Equipment Notes with respect to such Aircraft that could have been issued and acquired by the Pass Through Trust that issued such Class of Certificates in accordance with the Mandatory Economic Terms. "Note Holder" means at any time each registered holder of one or more Equipment Notes. "Note Purchase Agreement" means the Note Purchase Agreement to which this Annex A is attached. "Notice of Purchase Withdrawal" with respect to each Deposit Agreement, has the meaning set forth in Section 2.3 thereof. "Operative Agreements" means, collectively, the Pass Through Trust Agreements, the Escrow and Paying Agent Agreements, the Deposit Agreements, the Liquidity Facilities, the Policy Provider Agreement, the Policy, the Intercreditor Agreement, the Registration Rights Agreement, the Trust Agreements, the Equipment Notes, the Certificates and the Financing Agreements. 38 6 "Owned Aircraft Indenture" means a Trust Indenture and Mortgage substantially in the form of Exhibit C-2 to the Note Purchase Agreement. "Owned Aircraft Participation Agreement" means a Participation Agreement substantially in the form of Exhibit C-1 to the Note Purchase Agreement. "Owner Financing Agreements" means, collectively, the Owned Aircraft Participation Agreement, the Owned Aircraft Indenture and the Equipment Notes issued thereunder. "Owner Participant" means, with respect to any Leased Aircraft, the Person named as the Owner Participant in the Participation Agreement with respect to such Leased Aircraft. "Owner Trust" means with respect to any Leased Aircraft, the trust created by the "Trust Agreement" referred to in the Leased Aircraft Indenture related thereto. "Owner Trustee" means with respect to any Leased Aircraft, the "Owner Trustee" party to the "Trust Agreement" referred to in the Leased Aircraft Indenture related thereto. "Par Redemption Amount" means $10 million. "Participation Agreements" means, collectively, the Leased Aircraft Participation Agreements and the Owned Aircraft Participation Agreements. "Pass Through Trust" has the meaning set forth in the third recital to the Note Purchase Agreement. "Pass Through Trust Agreement" has the meaning set forth in the third recital to the Note Purchase Agreement. "Pass Through Trustee" has the meaning set forth in the first paragraph of the Note Purchase Agreement. "Paying Agent" has the meaning set forth in the first paragraph of the Note Purchase Agreement. "Person" means any individual, firm, partnership, joint venture, trust, trustee, Government Entity, organization, association, corporation, limited liability company, government agency, committee, department, authority and other body, corporate or incorporate, whether having distinct legal status or not, or any member of any of the same. "Policy " has the meaning set forth in the tenth recital to the Note Purchase Agreement. "Policy Obligations" has the meaning specified in the Intercreditor Agreement. "Policy Provider" has the meaning set forth in the tenth recital to the Note Purchase Agreement. "Policy Provider Agreement" has the meaning set forth in the tenth recital to the Note Purchase Agreement. 39 7 "Qualified Owner Participant" means any bank, trust company, insurance company, financial institution, limited liability company, partnership or corporation, in each case with a combined capital and surplus or net worth of at least $50,000,000. "Rating Agencies" means, collectively, at any time, each nationally recognized rating agency which shall have been requested to rate the Certificates and which shall then be rating the Certificates. The initial Rating Agencies will be Moody's Investors Service, Inc. and Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc. "Rating Agency Confirmation" means, with respect to any action proposed to be taken, a written confirmation from each of the Rating Agencies that such action would not result in (i) a reduction of the rating for any Class of Certificates below the then current rating for such Class of Certificates (without regard to the Policy) or (ii) a withdrawal or suspension of the rating of any Class of Certificates. "Register" means the register maintained pursuant to Sections 3.04 and 7.12 of each Pass Through Trust Agreement. "Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated as of the Issuance Date, among the Initial Purchasers, the Pass Through Trustees and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms. "Regular Distribution Dates" shall mean April 2 and October 2 of each year, commencing October 2, 2001. "Remaining Weighted Average Life" means, on a given date with respect to any Equipment Note, the number of days equal to the quotient obtained by dividing (a) the sum of each of the products obtained by multiplying (i) the amount of each then remaining scheduled payment of principal of such Equipment Note by (ii) the number of days from and including such determination date to but excluding the date on which such payment of principal is scheduled to be made, by (b) the then outstanding principal amount of such Equipment Note. "Replacement Depositary" has the meaning set forth in Section 4(a)(vii) of the Note Purchase Agreement. "Replacement Deposit Agreement" means, for each Class of Certificates, a deposit agreement substantially in the form of the replaced Deposit Agreement for such Class of Certificates as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for such Class of Certificates (before the downgrading of such ratings, if any, as a result of the downgrading of the Depositary and without regard to the Policy). "Scheduled Delivery Date" has the meaning set forth in Section 1(b) hereof. "Section 1110" means 11 U.S.C. Section 1110 of the Bankruptcy Code or any successor or analogous Section of the federal bankruptcy Law in effect from time to time. 40 8 "Series C Equipment Notes" means Equipment Notes issued under an Indenture and designated as "Series C" thereunder. "Series D Equipment Notes" means Equipment Notes issued under an Indenture and designated as "Series D" thereunder. "Series G Equipment Notes" means Equipment Notes issued under an Indenture and designated as "Series G" thereunder. "Subordination Agent" has the meaning set forth in the first paragraph of the Note Purchase Agreement. "Substitute Aircraft" has the meaning set forth in Section 1(f) of the Note Purchase Agreement. "Taxes" means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. "Taxing Authority" means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof. "Treasury Yield" means, as of any date of determination, with respect to any Equipment Note (utilizing the Assumed Amortization Schedule applicable thereto), the interest rate (expressed as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semi-annual yield to maturity for United States Treasury securities maturing on the Average Life Date (of such Equipment Note) and trading in the public securities markets either as determined by interpolation between the most recent weekly average yield to maturity for two series of United States Treasury securities, trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Average Life Date (of such Equipment Note) and (B) the other maturing as close as possible to, but later than, the Average Life Date (of such Equipment Note), in each case as published in the most recent H.15(519) or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date (of such Equipment Note) is reported on the most recent H.15(519), such weekly average yield to maturity as published in such H.15(519). "Triggering Event" has the meaning assigned to such term in the Intercreditor Agreement. "Trust Agreement" means a Trust Agreement substantially in the form of Exhibit A-5 to the Note Purchase Agreement. "Unindemnified Taxes" has the meaning assigned to such term in the Intercreditor Agreement. "WTC" has the meaning set forth in the first paragraph of the Note Purchase Agreement. 41 EXHIBIT A-1 to Note Purchase Agreement FORM OF LEASED AIRCRAFT PARTICIPATION AGREEMENT 42 EXHIBIT A-2 to Note Purchase Agreement FORM OF LEASE 43 EXHIBIT A-3 to Note Purchase Agreement FORM OF LEASED AIRCRAFT INDENTURE 44 EXHIBIT A-4 to Note Purchase Agreement FORM OF AIRCRAFT PURCHASE AGREEMENT ASSIGNMENT 45 EXHIBIT A-5 to Note Purchase Agreement FORM OF LEASED AIRCRAFT TRUST AGREEMENT 46 EXHIBIT B to Note Purchase Agreement FORM OF DELIVERY NOTICE Dated as of __________ __, ____ To each of the addressees listed in Schedule A hereto Re: Delivery Notice in accordance with Note Purchase Agreement referred to below Gentlemen: Reference is made to the Note Purchase Agreement dated as of [________], 2001 among America West Airlines, Inc. (the "Company"), Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements (as defined therein) (the "Pass Through Trustee"), Wilmington Trust Company, as Subordination Agent (the "Subordination Agent"), Wilmington Trust Company, as Escrow Agent (the "Escrow Agent") and Wilmington Trust Company, as Paying Agent (the "Paying Agent") (as in effect from time to time, the "Note Purchase Agreement"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor Agreement. Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of the Airbus ___ aircraft with manufacturer's serial number _______ (the "Aircraft"), of the following: (1) The Company has elected to treat the Aircraft as [a Leased](1)/[an Owned](2) Aircraft; (2) The Scheduled Delivery Date of the Aircraft is __________ __, ____; and (3) The aggregate amount of each series of Equipment Notes to be issued, and purchased by the respective Pass Through Trustees, on the Scheduled Delivery Date, in connection with the financing of such Aircraft is as follows: (a) the Class G Trustee shall purchase Series G Equipment Notes in the amount of $__________; (b) the Class C Trustee shall purchase Series C Equipment Notes in the amount of $__________; and - -------------- 1 To be inserted in the case of a Leased Aircraft. 2 To be inserted in the case of an Owned Aircraft. 47 2 (c) the Class D Trustee shall purchase Series D Equipment Notes in the amount of $_______. The Company hereby instructs the Class G Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated _____ __, ____ [a date which is no later than one Business Day prior to the Scheduled Delivery Date] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. The Company hereby instructs the Class C Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated _____ __, ____ [a date which is no later than one Business Day prior to the Scheduled Delivery Date] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit B hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. The Company hereby instructs the Class D Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated _____ __, ____ [a date which is no later than one Business Day prior to the Scheduled Delivery Date] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit C hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. The Company hereby instructs each Pass Through Trustee to (i) purchase Equipment Notes of a series and in an amount set forth opposite such Pass Through Trustee in clause (3) above with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes. The Company hereby instructs each Pass Through Trustee to (a) enter into the Participation Agreement dated as of _____ __, ____ among the Company, as [Lessee](3)/[Owner](4), the Subordination Agent, the Pass Through Trustee, ___________________, as Mortgagee [and Loan Participant, _____________________, as Owner Trustee and _________, as Owner Participant](5), (b) perform its obligations thereunder and (c) deliver such certificates, documents and legal opinions relating to such Pass Through Trustee as required thereby. [The Company hereby certifies that the Owner Participant with respect to the Aircraft is (a) not an Affiliate of the Company and (b) a [Qualified Owner Participant/person whose - ----------- 3 To be inserted in the case of a Leased Aircraft. 4 To be inserted in the case of an Owned Aircraft. 5 To be inserted in the case of a Leased Aircraft. 48 3 obligations under the Owner Participant Agreements (as defined in the Participation Agreement) are guaranteed by a Qualified Owner Participant].](6) Yours faithfully, America West Airlines, Inc. By: ---------------------------------------------- Name: Title: - ----------- 6 To be inserted in the case of a Leased Aircraft. 49 SCHEDULE A Wilmington Trust Company, as Pass Through Trustee, Subordination Agent, Escrow Agent and Paying Agent Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 651-8882 Standard & Poor's Ratings Services 55 Water Street, 35th Floor New York, New York 10041 Attention: Betsy R. Snyder Facsimile: (212) 438-7811 Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Attention: Richard Bittenbender Facsimile: (212) 553-4661 50 ANNEX A WITHDRAWAL CERTIFICATE (Class __)(7) WILMINGTON TRUST COMPANY, as Escrow Agent Dear Sirs: Reference is made to the Escrow and Paying Agent Agreement, dated as of [________], 2001 (the "Agreement"). We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Withdrawal and immediately transmit by facsimile to the Depositary, at (212) 657-3866, Attention: Global Agency & Trust. Very truly yours, WILMINGTON TRUST COMPANY, not in its individual capacity by solely as Pass Through Trustee By:______________________________________ Name: Title: Dated: _______ __, 200_ - -------------------------- 7 Insert letter of appropriate class of Certificates. 51 EXHIBIT A NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A. 111 Wall Street 14th floor, Zone 3 New York, NY 10005 Attention: Global Agency & Trust Telecopier: 213-657-3866 Gentlemen: Reference is made to the Deposit Agreement (Class G) dated as of [______], 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $_______, Account No. ____________. The undersigned hereby directs the Depositary to pay the proceeds of the Deposit to [________________, Account No. _____, Reference: _________] on _________ __, 200_, upon the telephonic request of a representative of Wilmington Trust Company, the Pass Through Trustee. WILMINGTON TRUST COMPANY, as Escrow Agent By: __________________________________ Name: Title: Dated: _______ __, 200_ 52 EXHIBIT B NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A. 111 Wall Street 14th floor, Zone 3 New York, New York 10005 Attention: Global Agency & Trust Telecopier: 213-657-3866 Gentlemen: Reference is made to the Deposit Agreement (Class C) dated as of [______], 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $_______, Account No. ____________. The undersigned hereby directs the Depositary to pay the proceeds of the Deposit to [________________, Account No. _____, Reference: _________] on _________ __, 200_, upon the telephonic request of a representative of the Wilmington Trust Company, Pass Through Trustee. WILMINGTON TRUST COMPANY, as Escrow Agent By:_______________________________ Name: Title: Dated: _______ __, 200_ 53 EXHIBIT C NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A. 111 Wall Street 14th floor, Zone 3 New York, New York 10005 Attention: Global Agency & Trust Telecopier: 213-657-3866 Gentlemen: Reference is made to the Deposit Agreement (Class D) dated as of [_______], 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary"). In accordance with Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $_______, Account No. ____________. The undersigned hereby directs the Depositary to pay the proceeds of the Deposit to [________________, Account No. _____, Reference: _________] on _________ __, 200_, upon the telephonic request of a representative of the Wilmington Trust Company, Pass Through Trustee. WILMINGTON TRUST COMPANY, as Escrow Agent By:__________________________________ Name: Title: Dated: _______ __, 200_ 54 EXHIBIT C-1 to Note Purchase Agreement FORM OF OWNED AIRCRAFT PARTICIPATION AGREEMENT 55 EXHIBIT C-2 to Note Purchase Agreement FORM OF OWNED AIRCRAFT INDENTURE 56 EXHIBIT D to Note Purchase Agreement ADDITIONAL SUBORDINATION PROVISION FOR THE RE-ISSUANCE OF THE SERIES D EQUIPMENT NOTES Subordination. (a) As between the Note Holders, this Trust Indenture shall be a subordination agreement for purposes of Section 510 of the United States Bankruptcy Code, as amended, from time to time. (b) If any Note Holder receives any payment in respect of any obligations owing hereunder, which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent of such payment, such obligations intended to be satisfied shall be revived and continue in full force and effect as if such payment had not been received. (c) Each of the Note Holders may take any of the following actions without impairing its rights under this Trust Indenture: (i) obtain a Lien on any property to secure any amounts owing to it hereunder, (ii) obtain the primary or secondary obligation of any other obligor with respect to any amounts owing to it hereunder, (iii) renew, extend, increase, alter or exchange any amounts owing to it hereunder, or release or compromise any obligation of any obligor with respect thereto, (iv) refrain from exercising any right or remedy, or delay in exercising such right or remedy, which it may have, or (v) take any other action which might discharge a subordinated party or a surety under applicable law; provided, however, that the taking of any such actions by any of the Note Holders shall not prejudice the rights or adversely affect the obligations of any other party under this Trust Indenture. EX-5.1 20 p65531ex5-1.txt EX-5.1 1 EXHIBIT 5.1 [Letterhead of Vedder, Price, Kaufman & Kammholz] September 13, 2001 America West Airlines, Inc. 4000 E. Sky Harbor Phoenix, Arizona 85034 RE: AMERICA WEST AIRLINES, INC. PASS THROUGH CERTIFICATES, SERIES 2001-1 EETC Ladies and Gentlemen: We have acted as your special New York counsel in connection with the above referenced matter. You have asked us to provide you with an opinion in connection with the filing of a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), in respect of the registration under the Securities Act of the Pass Through Certificates, Series 2001-1G (the "New Class G Certificates"), the Pass Through Certificates, 2001-1C (the "New Class C Certificates") and the Pass Through Certificates, Series 2001-1D (the "New Class D Certificates" and, together with the New Class G Certificates and the New Class C Certificates, the "New Certificates"), to be offered in exchange for all outstanding Pass Through Certificates, Series 2001-1G, Series 2001-1G and Series 2001-1D (collectively, the "Old Certificates"). Each of the New Class G Certificates, the New Class C Certificates and the New Class D Certificates represents or will represent a fractional undivided interest in the following corresponding pass through trusts: the America West Airlines Pass Through Trust, Series 2001-1G, the America West Airlines Pass Through Trust, Series 2001-1C and the America West Airlines Pass Through Trust, Series 2001-1D (collectively, the "Trusts"). The Trusts were formed pursuant to three separate pass through trust agreements, each dated as of May 17, 2001 (collectively, the "Pass Through Trust Agreements"), between America West Airlines, Inc. ("America West" or the "Company") and Wilmington Trust Company, as pass through trustee under each Trust (the "Trustee"). In its individual capacity, Wilmington Trust Company is herein referred to as "Wilmington Trust". In connection with this opinion letter, we have examined the Registration Statement, including the prospectus that forms a part of the Registration Statement (the "Prospectus"). We have also examined executed counterparts, forms or copies otherwise identified to our satisfaction of the following documents: the Pass Through Trust Agreements, the Exchange and Registration Rights Agreement, dated May 17, 2001 (the "Registration Rights Agreement"), and the forms of Old Certificates and New Certificates, each filed as an exhibit to the Registration Statement (collectively, the "Documents"). We have also examined and relied on originals or copies of such other documents, corporate records, certificates and other statements of governmental officials and corporate officers and other representatives of the corporations or entities referred to herein and such other instruments as we have deemed necessary or appropriate for the purposes of this opinion. We have assumed that (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective, (ii) the Pass 2 America West Airlines, Inc. September 13, 2001 Page 2 Through Trust Agreements have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act") and (iii) all Pass Through Certificates issued have been issued and sold in compliance with applicable federal and state securities and blue sky laws and solely in the manner stated in the Registration Statement. Moreover, as to certain facts material to the opinions expressed herein, we have relied upon the representations and warranties contained in the Documents. Based on the foregoing and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion, when issued in exchange for the Old Certificates pursuant to the Registration Rights Agreement and authenticated pursuant to the Pass Through Trust Agreements, the New Certificates will be legally and validly issued and entitled to the benefits of the Pass Through Trust Agreements. The foregoing opinion is subject to the following assumptions, exceptions and qualifications: A. To the extent that our opinions expressed herein involve conclusions as to the matters set forth in the opinions dated the date hereof of Morris, James, Hitchens & Williams LLP, or Linda Mitchell, Esq. being delivered on the date hereof, we have assumed, without independent investigation, the correctness of the matters set forth in such opinions. B. We have assumed the due authorization, execution and delivery of the Documents by each of the parties thereto and, that each of such parties has the power and authority to execute, deliver and perform each Document, that such execution, delivery and performance by such party is not ultra vires, that each such party has obtained or made all necessary consents, approvals, filings and registrations in connection therewith, that such execution, delivery and performance does not violate its charter, by-laws or similar instrument and that Wilmington Trust Company, in its individual capacity and as Pass Through Trustee under each Trust, as Subordination Agent, as Escrow Agent and as Paying Agent is duly organized, validly existing and in good standing in its jurisdiction of organization and qualified to transact business in each other jurisdiction where such qualification is required. C. We have assumed the due authorization, execution and issuance of the New Certificates by the Trustee and the due authentication thereof by the Trustee and the delivery thereof against payment therefor, all in accordance with each of the related Pass Through Trust 3 America West Airlines, Inc. September 13, 2001 Page 3 Agreements, and that the New Certificates conform to the forms thereof examined by us. D. We have assumed that all signatures on documents examined by us are genuine, that all persons signing such documents have legal capacity, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or specimens conform with the originals, which facts we have not independently verified. E. The opinions expressed herein are given as of the date hereof. We assume no obligation to advise you of any facts or circumstance that may come to our attention, or any changes in law that may occur after the date hereof, which may affect the opinion expressed herein. F. The opinions set forth above are limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware, except that we express no opinion with respect to (i) the laws, regulations or ordinances of any county, town or municipality or governmental subdivision or agency thereof, (ii) state securities or blue sky laws of federal securities laws, including the Securities Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act, (iii) any federal or state tax, antitrust or fraudulent transfer or conveyance laws, (iv) ERISA, as amended, or (v) the Aviation Act, or any other laws, rules or regulations governing, regulating or relating to the acquisition, ownership, registration, use or sale of an aircraft, airframe or aircraft engine or to the particular nature of the equipment to be acquired. 4 America West Airlines, Inc. September 13, 2001 Page 4 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to Vedder, Price, Kaufman & Kammholz under the heading "Legal Matters" in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are "experts" within the meaning of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit. Very truly yours, /s/ Vedder, Price, Kaufman & Kammholz Vedder, Price, Kaufman & Kammholz EX-5.2 21 p65531ex5-2.txt EX-5.2 1 EXHIBIT 5.2 [Letterhead of Morris, James, Hitchens & Williams LLP] September 13, 2001 America West Airlines, Inc. 4000 E Sky Harbor Phoenix, AZ 85034 Vedder, Price, Kaufman & Kammholz 805 Third Avenue New York, NY 10022-2203 RE: AMERICA WEST AIRLINES, INC. PASS THROUGH CERTIFICATES, SERIES 2001-1 EETC Ladies and Gentlemen: We have been asked to provide you with an opinion in connection with the filing of a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), in respect of the registration under the Securities Act of the Pass Through Certificates, Series 2001-1G (the "New Class G Certificates"), the Pass Through Certificates, Series 2001-1C (the "New Class C Certificates") and the Pass Through Certificates, Series 2001-1D (the "New Class D Certificates" and together with the New Class G Certificates and the New Class C Certificates, the "New Certificates") to be offered in exchange for all outstanding Pass Through Certificates, Series 2001-1G, Series 2001-1C and Series 2001-1D (collectively, the "Old Certificates"). Each of the New Class G Certificates, the New Class C Certificates and the New Class D Certificates represents or will represent a fractional undivided interest in or of the following corresponding pass through trusts: the America West Airlines Pass Through Trust, Series 2001-1G, the America West Airlines Pass Through Trust, Series 2001-1C and the America West Airlines Pass Through Trust, Series 2001-1D (collectively, the "Trusts"). The Trusts were formed pursuant to three separate pass through trust agreements, each dated as of May 17, 2001 (collectively, the "Pass Through Trust Agreements"), between America West Airlines, Inc. ("America West" or the "Company") and Wilmington Trust Company, as pass through trustee under each Trust (the "Trustee"). In its individual capacity, Wilmington Trust Company is herein referred to as "Wilmington Trust". In connection with this opinion letter, we have examined the Registration Statement, including the prospectus (the "Prospectus") that forms a part of the Registration Statement. We have also examined executed counterparts, forms or copies otherwise identified to our satisfaction of the following documents: the Pass Through Trust Agreements, the Exchange and Registration Rights Agreement, dated May 17, 2001 (the "Registration Rights Agreement") and the forms of Old 2 America West Airlines, Inc. September 13, 2001 Page 2 Certificates and New Certificates, each filed as an exhibit to the Registration Statement (collectively, the "Documents"). We have also examined and relied on originals or copies of such other documents, corporate records, certificates and other statements of governmental officials and corporate officers and other representatives of the corporations or entities referred to herein and such other instruments as we have deemed necessary or appropriate for the purposes of this opinion. Moreover, as to certain facts material to the opinions expressed herein, we have relied upon the representations and warranties contained in the Documents. Based on the foregoing and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion: 1. The Documents to which each is a party have been duly authorized, executed and delivered by Wilmington Trust Company or the Trustee and Wilmington Trust Company or the Trustee has the full power, authority and legal right to execute, deliver and perform each Document to which each is a party. 2. When issued in exchange for the Old Certificates pursuant to the Registration Rights Agreement and authenticated pursuant to the Pass Through Trust Agreements, the New Certificates will be legal, valid and binding obligations of the Trusts, enforceable against the Trusts in accordance with their terms and the terms of the Pass Through Trust Agreements. The foregoing opinion is subject to the following assumptions, exceptions and qualifications: A. The foregoing opinion is limited to the laws of the State of Delaware and the federal laws of the United States of America governing the banking and trust powers of Wilmington Trust. We are assuming compliance with all of the following: (i) federal securities laws, including without limitation the Securities Act, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and the Trust Indenture Act of 1939, as amended, (ii) Part A of Subtitle VII of Title 49 of the United States Code, as amended, (iii) the Federal Communications Act of 1934, as amended, (iv) state securities or blue sky laws, or (v) laws, rules and regulations applicable for the particular nature of the equipment acquired by the Company. Insofar as the foregoing opinions relate to the validity and enforceability of the Documents which are expressed to be governed by the laws of any state other than the State of Delaware, we have assumed that each such document is legal, valid, binding and enforceable in accordance with its terms under such laws (as to which we express no opinion). 3 America West Airlines, Inc. September 13, 2001 Page 3 B. The foregoing opinion regarding enforceability of any document are subject to (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, receivership and similar laws relating to or affecting the rights and remedies of creditors generally, and (ii) general principles of equity (regardless of whether such enforceability is considered and applied in a proceeding in equity or at law). C. We have assumed the due authorization, execution and delivery by each of the parties thereto (other than Wilmington Trust in its individual capacity, or as Trustee, as the case may be) of the Documents to which each is a party and that each of such parties has the full power, authority and legal right to execute, deliver and perform each such document. D. We have assumed that all signatures (other than those of Wilmington Trust in its individual capacity, or as Trustee, as the case may be) on documents and instruments examined by us are genuine, that all documents and instruments submitted to us as originals are authentic, and that all documents and instruments submitted to us as copies or specimens conform with the originals, which facts we have not independently verified. E. We have not participated in the preparation of the Registration Statement or the Prospectus and assume no responsibility for their contents. This opinion may be relied upon by you in connection with the matters set forth herein. Without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose. Notwithstanding the foregoing, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this Morris, James, Hitchens & Williams under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we are "experts" within the meaning of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit. Very truly yours, /s/ Morris, James, Hitchens & Williams LLP EX-5.3 22 p65531ex5-3.txt EX-5.3 1 EXHIBIT 5.3 AMERICA WEST AIRLINES LETTERHEAD September 13, 2001 Vedder, Price, Kaufman & Kammholz 805 Third Avenue New York, NY 10022-2203 Re: America West 2001-1 EETC Offering Ladies and Gentlemen: I am the Vice President and General Counsel of America West Airlines, Inc., a Delaware corporation (the "Company"), and have acted in such capacity in connection with the transactions described in the Purchase Agreement dated as of May 17, 2001, among certain initial purchasers identified therein and the Company (the "Purchase Agreement"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given those terms in the Purchase Agreement. This opinion letter is being furnished to you in connection with your rendering of an opinion to be filed as an exhibit to the registration statement on Form S-4 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission to register Pass Through Certificates, Series 2001-1G, Series 2001-1C and Series 2001-1D (the "New Certificates") in exchange for all outstanding Pass Through Certificates, Series 2001-1G, Series 2001-1C and Series 2001-1D (the "Old Certificates"). In rendering the opinions set forth herein, I have examined such agreements, certificates, instruments, documents and records as I deemed necessary to express such opinions. I have relied, to the extent that I deem such reliance proper, upon certificates of officers of the Company and of government officials as to matters of fact not independently established by me. For purposes of this opinion, I have assumed (i) the genuineness of all signatures appearing on the documents examined by me, (ii) the authenticity of all documents submitted to me as originals, (iii) the conformity with the original documents of all documents submitted to me as copies and (iv) the due authorization, execution and delivery of the Pass Through Trust Agreements, the Exchange and Registration Rights Agreement and the forms of Old Certificates and New Certificates (each filed as an exhibit to the Registration Statement) (collectively, the "Documents") by each of the parties hereto other than the Company. The opinion is limited in all respects to the laws of the General Corporation Law of the State of Delaware and federal law of the United States of America. Based on the foregoing and subject to the qualifications and limitations set forth below, I am of the opinion that the Documents have been duly authorized, executed and delivered by the Company and the Company has the full power, authority and legal right to execute, deliver and perform each Document. 2 America West 2001-1 EETC Offering September 13, 2001 Page 2 This opinion is for the benefit of and may be relied upon, in connection with the transactions contemplated by the Purchase Agreement, by Vedder, Price, Kaufman & Kammholz, its successors and assigns and its counsel. Otherwise, this opinion may not be used, published, circulated or relied upon by any other person for any purpose without my prior written consent. Notwithstanding the foregoing, I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to the Company under the Heading "Legal Matters" in the Prospectus included in the Registration Statement. In giving such consent, I do not thereby admit that I am an "expert" within the meaning of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit. Very truly yours, /s/ Linda M. Mitchell Linda M. Mitchell Vice President and General Counsel EX-12.1 23 p65531ex12-1.txt EXHIBIT 12.1 1 EXHIBIT 12.1 AMERICA WEST AIRLINES, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN THOUSANDS EXCEPT RATIO OF EARNINGS TO FIXED CHARGES)

SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31, ---------------------- ------------------------------------------------------------ 2001 2000 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- ---- Computation of earnings: Income (loss) before income taxes and extraordinary item .......... $(82,952) $ 76,284 $ 15,141 $200,974 $184,557 $140,673 $ 34,493 Add: Interest expense including amortization of debt expense .... 14,158 11,755 23,874 30,486 34,924 39,620 49,678 Interest portion of rent expense ... 75,664 69,051 142,252 121,722 110,125 102,805 93,539 -------- -------- -------- -------- -------- -------- -------- Income (loss), as adjusted ......... $ 6,870 $157,090 $181,267 $353,182 $329,606 $283,098 $177,710 ======== ======== ======== ======== ======== ======== ======== Computation of fixed charges: Interest expense including amortization of debt expense .... $ 14,158 $ 11,755 $ 23,874 $ 30,486 $ 34,924 $ 39,620 $ 49,678 Interest portion of rent expense ... 75,664 69,051 142,252 121,722 110,125 102,805 93,539 Capitalized interest ............... 6,547 3,775 9,026 6,100 4,852 553 -- -------- -------- -------- -------- -------- -------- -------- Fixed charges ...................... $ 96,369 $ 84,581 $175,152 $158,308 $149,901 $142,978 $143,217 ======== ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges(1)(2) ................... -- 1.86 1.03 2.23 2.20 1.98 1.24

- ---------- (1) For the purpose of computing the ratio of earnings to fixed charges, "earnings" consist of income (loss) before income taxes and extraordinary item plus fixed charges less capitalized interest. "Fixed charges" consist of interest expense including amortization of debt expense, one-third of rent expense, which is deemed to be representative of an interest factor, and capitalized interest. (2) Earnings were inadequate to cover fixed charges by $90.0 million for the six months ended June 30, 2001. EX-13.1 24 p65531ex13-1.htm EX13.1

Table of Contents

EXHIBIT 13.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-12649
AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	86-0847214
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)
111 WEST RIO SALADO PARKWAY	(480) 693-0800
TEMPE, ARIZONA 85281 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS	NAME OF EACH EXCHANGE ON WHICH REGISTERED:
CLASS B COMMON STOCK, $.01 PAR VALUE	NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
 
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	(I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
4000 E. SKY HARBOR BOULEVARD	(480) 693-0800
PHOENIX, ARIZONA 85034-3899 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
SENIOR UNSECURED NOTES DUE 2005
(TITLE OF CLASS)

      Indicate by check mark whether each of the registrants (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 X No

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Registrants' Common Equity and Related Stockholder Matters
	Item 6. Selected Consolidated Financial Data
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8A. Consolidated Financial Statements and Supplementary Data -- America West Holdings Corporation
	Item 8B. Financial Statements and Supplementary Data -- America West Airlines, Inc.
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrants
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
PART IV
	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
EX-4.4
EX-4.5
EX-4.6
EX-4.7
EX-4.8
EX-4.9
EX-4.10
EX-4.11
EX-4.12
EX-4.13
EX-4.14
EX-4.15
EX-4.16
EX-4.17
EX-4.18
EX-4.19
EX-4.21
EX-5.1
EX-5.2
EX-5.3
Exhibit 12.1
EX13.1
EX-13.2
EX-23.2
Exhibit 23.3
Exhibit 23.4
Exhibit 23.5
Exhibit 25.1
Exhibit 25.2
Exhibit 25.3
EX-99.1
EX-99.2
EX-99.3
EX-99.4

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 under the Securities Exchange Act of 1934) is not contained herein, and will not be contained, to the best of each of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

      As of March 30, 2001, there were 32,698,461 shares of America West Holdings Corporation Class B Common Stock, $.01 par value issued and outstanding. As of such date, based on the closing sales price, 32,111,512 shares of Class B Common Stock, having an aggregate market value of approximately $308,270,515 were held by non-affiliates. For purposes of the above statement only, all directors and executive officers of the registrants are assumed to be affiliates. As of March 30, 2001, all outstanding equity securities of America West Airlines, Inc. were owned by America West Holdings Corporation.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the proxy statement related to America West Holdings Corporation’s 2001 annual meeting of stockholders, which proxy statement will be filed under the Securities Exchange Act of 1934 within 120 days of the end of America West Holdings Corporation’s fiscal year ended December 31, 2000, are incorporated by reference into Part III of this Form 10-K.

      AMERICA WEST AIRLINES, INC., A WHOLLY OWNED SUBSIDIARY OF AMERICA WEST HOLDINGS CORPORATION, MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(A) AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION J(2).

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business		1
Item 2.	Properties		15
Item 3.	Legal Proceedings		16
Item 4.	Submission of Matters to a Vote of Security Holders		16
PART II
Item 5.	Market for Registrants’ Common Equity and Related Stockholder Matters		18
Item 6.	Selected Consolidated Financial Data		19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		29
Item 8A	Consolidated Financial Statements and Supplementary Data —America West Holdings Corporation		30
Item 8B	Financial Statements and Supplementary Data —America West Airlines, Inc.		52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		70
PART III
Item 10.	Directors and Executive Officers of the Registrants		70
Item 11.	Executive Compensation		70
Item 12.	Security Ownership of Certain Beneficial Owners and Management		70
Item 13.	Certain Relationships and Related Transactions		70
PART IV
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		71

Note Concerning Forward-Looking Information

      This Report 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. 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. 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 relations with unionized employees generally and the impact of the process of negotiation of labor contracts on the Company’s operations, the outcome of negotiations of collective bargaining agreements and the impact of those agreements on labor costs, and the impact of current and future laws and governmental regulations affecting the airline and travel industries and the Company’s operations. For additional discussion of such risks see “Business —Risk Factors,” included in Item 1 of this Report on Form 10-K. Any forward-looking statements speak only as of the date such statements are made.

PART I

      This combined Form 10-K is filed by each of America West Holdings Corporation and its wholly owned subsidiary, America West Airlines, Inc. America West Holdings Corporation is referred to as “Holdings” or “the Company” or “our Company”, and America West Airlines is sometimes referred to as “AWA” or “the Airline”. The Leisure Company, the other wholly owned subsidiary of Holdings, is sometimes referred to as “TLC”. The term “we” is used to refer to management of the Company, the Airline or TLC, as the context requires.

ITEM 1. BUSINESS

Overview of our Company’s Businesses

      Holdings is the parent company of AWA and TLC. We believe that the holding company structure improves the Company’s ability to manage separate business segments effectively and that Holdings provides a platform for further expansion of the Company’s travel-related businesses. The Company intends to continue to evaluate investment and expansion opportunities that would allow it to capitalize on the key strengths and market positions of AWA, TLC and Holdings’ e-commerce businesses.

      AWA is the ninth 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. AWA has the lowest cost structure of all major full-service domestic airlines in the United States. At December 31, 2000, the Airline served 63 destinations, including seven destinations in Mexico and two in Canada, with a fleet of 138 aircraft and offered service to an additional 44 destinations through alliance arrangements with other airlines.

      TLC arranges and sells leisure travel products that may include airfare, hotel accommodations, ground transportation, and a variety of other travel options. TLC’s largest brand, America West Vacations, has significant strength in the Las Vegas destination market and also has presence in other vacation destinations such as Arizona, California, Florida, Mexico and Canada.

      Together, Holdings and its subsidiaries employed 14,146 people on December 31, 2000.

Strategy

      The Company seeks to maximize stockholder value by capitalizing on the Company’s key competitive strengths while maintaining financial flexibility. The principal elements of our strategy are to improve customer service, to grow America West Airlines, to improve the Airline’s unit revenues, to maintain the Airline’s strategic cost advantage, to ensure financial flexibility for the future and to pursue strategic technology and e-commerce opportunities in the travel and travel-related industries.

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      Improve Customer Service

      The Company is committed to building a winning airline by taking care of our customers. During 2000, we implemented a number of initiatives designed to improve the airline’s reliability, including a temporary reduction in AWA’s flight schedule to reduce cancellations and improve on-time performance, a restructured approach to AWA’s existing line maintenance operation, increased capacity to perform preventive and reliability-related maintenance, the use of automation to optimize the provisioning of spare parts and components, an increase in ramp personnel in Phoenix and Las Vegas and a comprehensive program to increase the efficiency of AWA’s hub operation at Phoenix Sky Harbor International Airport.

      In addition to the operational reliability improvements, we implemented a number of other initiatives designed to improve customer satisfaction. A new team was deployed with exclusive responsibilities to develop innovative approaches to Customers First initiatives and ensure that the airline is exceeding its twelve commitments under this industry-wide program. A new officer position, Vice President —Customers, was created to oversee AWA’s Customers First program and function as the advocate on behalf of the airline’s customers on AWA’s senior management team and for all strategic decisions made by the Company. In addition, we implemented enhancements in automation of the passenger re-accommodation process and added personnel and ticket counter space at Phoenix Sky Harbor International Airport and Las Vegas McCarran International Airport to reduce the time spent processing changes to passenger itineraries in the event of cancellations or delays.

      AWA also implemented several technology initiatives to improve the customer experience including: 1) a project to maintain up-to-date, accurate arrival and departure information on the Flight Information Display monitors at certain airports, including Phoenix Sky Harbor International Airport, 2) a project to allow customers to check-in and receive boarding passes at the curb at Phoenix Sky Harbor International Airport, and 3) a project that allows customers the ability to check system-wide schedules and flight arrival and departure information through wireless devices.

      Grow the Airline

      The Company intends to continue growing the Airline primarily by increasing service to and from Phoenix and Las Vegas. The Phoenix and Las Vegas markets are among the fastest growing in the United States, and the Company believes that its Phoenix hub remains undersized relative to its potential. In execution of this strategy, AWA has increased available seat miles (“ASMs”) 15% over the past three years with the majority of this growth focused on strengthening AWA’s position at Phoenix. Compared with 2000, ASMs are expected to increase approximately 6% in 2001 and approximately 5% annually through 2003. The growth will be focused on adding frequencies from Phoenix to existing business markets and, to a lesser degree, to markets not previously served by AWA.

      The Airline has expanded its reach outside of its core markets through alliances. AWA has codesharing arrangements with Continental Airlines, Mesa Airlines, British Airways, Northwest Airlines, Chautauqua Airlines, Big Sky Airlines and EVA Airways of Taiwan, and has received United States government approval for a codesharing agreement with Air China. These alliances allow the Airline to expand its passenger base without significant increases in capital or operating expense and in some cases, achieve cost savings through economies of scale and joint purchasing agreements. The Company believes that alliances are an efficient means of developing new markets and increasing travel opportunities for its customers. We anticipate continuing to pursue such relationships with existing alliance partners and other domestic and international carriers.

      Improve the Airline’s Unit Revenues

      Due to AWA’s leisure oriented hub markets in Phoenix and Las Vegas, the competitive nature of many of the western U.S. markets where the Airline flies, and the Airline’s size relative to its competition, AWA’s passenger revenue per available seat mile (“RASM”) is well below the average RASM for the ten largest airlines in the United States. One of the Company’s primary opportunities to improve profitability is to close that RASM gap through three main efforts: growing in key business markets; investing in scheduling and revenue management automation and technology; and improving the quality of the Airline’s products.

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      Maintain Strategic Cost Advantage

      The Company is committed to maintaining AWA’s low cost structure, which we believe offers a significant competitive advantage over other major full-service airlines. In 2000 the Company’s cost per available seat mile (“CASM”) was 8.50 cents, approximately 17% less than the average CASM of the other major domestic hub-and-spoke airlines. AWA has achieved this low cost structure primarily through employee productivity, favorable labor costs per ASM and high aircraft utilization.

      Ensure Financial Flexibility

      The airline and travel industries are cyclical in nature. Because of this, an important element of the Company’s strategy is to maintain financial flexibility as protection against a downturn in the business cycle. A key component of this strategy is AWA’s aircraft leasing plan. As of December 31, 2000, and through the end of 2004, leases for 54 aircraft will expire. As a result, if economic conditions change adversely during that period, the Airline can delay the growth of its fleet and its aircraft-related financial obligations by electing to not renew these aircraft leases. Another component of this strategy is the Company’s compensation system for its non-union employees, which includes a variable pay element based largely on the Company’s operating income level. The Company further enhances its financial flexibility by maintaining a $125 million senior secured revolving credit facility with certain financial institutions.

      Pursue Strategic Technology and E-Commerce Opportunities

      In January 2000 we established an e-business division to manage our electronic business, Internet initiatives and on-line investments. The objectives of this division include improving customer service, generating additional revenue, reducing our distribution, procurement and other costs through business-to-business Internet applications and related automation and creating shareholder value through equity holdings in e-business partners. The e-business division will provide additional opportunities for customers to purchase airline seats or vacation packages conveniently over the Internet and will complement, support and expand our existing successful commercial relationships and equity partnerships with other companies that offer discount airfares, travel packages and other services direct to consumers via the Internet.

      We have already made significant progress in our efforts to create value through equity positions in our partners. During 2000, we recognized pretax gains of approximately $25 million, primarily through disposition of equity interests in Priceline.com and GetThere.com. In addition, we currently hold equity stakes in nine on-line ventures, eight of which are not yet public. In May 2000 we completed the sale of a majority interest in TLC’s retail operations for $52 million in cash and a 12% passive ownership interest in the restructured venture. In July 2000, we completed the sale of America West Golf Vacations, receiving 900,000 common shares of Book4golf.com.

      During 2000, the Company undertook a number of technology initiatives in support of the improvement of the airline’s operations, upgrading the Company’s technology infrastructure and the deployment of new systems in support of key business objectives. We have upgraded the Company’s network and telecommunications infrastructure at the Phoenix Sky Harbor International Airport and the Phoenix maintenance facility and implemented a new cargo tracking system and a new flight attendant scheduling system required by the flight attendant collective bargaining agreement. Implementation of a company-wide area network (“WAN”) and development of a disaster recovery plan are expected to be complete in 2001.

America West Airlines

      The Airline’s Operations

      As of December 31, 2000, AWA is the ninth largest commercial airline and our unit cost is the lowest of all full-service airlines in the United States. The Airline reported approximately $2.3 billion in revenues in 2000, an increase in annual revenues of 6.7% over revenues reported in 1999 and almost 48% over those reported in 1995. The Airline operates through its hubs in Phoenix, Arizona and Las Vegas, Nevada and a mini-hub in Columbus, Ohio. At the end of 2000 the Airline operated a fleet of 138 aircraft flying approximately 640 flights each day and served 63 destinations directly and offered service to another 44 destinations through AWA’s alliance agreements

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with other carriers.

      We seek to maximize AWA’s market share and profitability by operating the Airline through a hub and spoke network, the strategy employed by all but one of the ten largest airlines in the United States. As of December 31, 2000, AWA is the leading airline serving Phoenix based on ASMs and takeoffs and landings and ranks second in Las Vegas based on the same measures.

      We believe that the success of the Airline’s operations in Phoenix and Las Vegas is due to a number of factors including:

• Phoenix is the seventh largest city in the United States and its metropolitan area is the 14th largest in the country.

• The attractiveness of Phoenix and Las Vegas as business and leisure destinations.

• The size of those cities’ airports. Phoenix Sky Harbor International Airport is the 5th largest airport in the United States based on takeoffs and landings and Las Vegas McCarran International Airport is the 7th largest airport in the country by that measure.

• The geographically favorable location of those cities with convenient access to and connecting opportunities for passengers travelling to or from key southwest and west coast markets and vacation destinations in Mexico.

• The relatively low operating costs incurred in those cities’ metropolitan areas and at those airports.

      The Phoenix and Las Vegas metropolitan areas are among the fastest growing in the country. Moreover, we believe that our Phoenix hub remains undersized compared to other airlines’ hubs of similar or smaller populations and airport size. Therefore, we believe that the Airline’s hubs are well positioned for the continued growth that is one of the key elements of our strategy.

      Toward that end, the Company has increased service in Phoenix from 174 daily jet departures at year-end 1995 to 268 at December 31, 2000. America West’s goal is to increase daily jet departures to 300 by year-end 2002 primarily by adding flight frequencies in existing markets with demonstrated profitability. America West has a 25 —30% market share of Phoenix-originating passengers and is working aggressively to capture a greater share of this traffic.

      As a key element of America West’s strategy to improve unit revenues we have placed a greater emphasis on the business traveler over the past three years. Tailoring its schedule to attract a greater percentage of high-yield business flyers, America West has added nonstop destinations and increased flight frequencies to major business destinations. Inventory-management systems, much improved over the last three years, assure that good seats are available to the Company’s most-frequent and most-lucrative travelers.

      At the same time, the sales and marketing focus on the business traveler has been increased. The Flight Fund frequent-flyer program was improved in early 1999 and then again in early 2001. The changes included more domestic and international destinations for free award travel, non-expiring miles and lower redemption levels throughout the year. The America West fleet also is undergoing an upgrade, with new Airbus A319s and A320s being added. Airbus A318 aircraft will be added to the fleet in 2003. The Airbus aircraft offer wider, more comfortable cabins and more first class seats than the Boeing 737s that traditionally have been the mainstay of America West’s fleet. The improved in-flight services include enhanced meal service and in-flight entertainment in first class and in coach on long-haul flights.

      The Company is also committed to providing quality customer service and reliability. In this regard, we were less successful in 2000. In July 2000 AWA announced a series of actions designed to improve operational reliability and restore customer confidence by reducing the number of flight cancellations and improving on-time performance. The specific initiatives announced include:

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• A 3.5% reduction in the number of scheduled aircraft to provide four additional spare aircraft to substitute for other scheduled aircraft that may not be available because of maintenance requirements, weather or air traffic control, and to increase access to aircraft for performing reliability-related maintenance.

• A restructured approach to AWA’s existing line-maintenance operations including increasing staffing, parts provisioning, automation and support.

• An increase in AWA’s capacity to perform preventive and reliability-related maintenance by adding two additional aircraft maintenance lines.

• The use of automation to optimize the provisioning of spare parts and components to ensure more efficient and effective deployment of AWA’s spare part inventory throughout the system.

• An increase in ramp personnel at AWA’s Phoenix and Las Vegas hubs to reduce ground delays and improve baggage handling.

• Implementation of a program designed to increase the efficiency of AWA’s Phoenix hub operation.

      During the fourth quarter of 2000, AWA’s operating reliability improved as the service initiatives implemented in late summer reduced the number of aircraft out of service. Maintenance-related cancellations fell 24% versus the third quarter 2000. A key focus for America West going forward will be improving the Company’s operational reliability.

      Alliances with Other Airlines

      AWA has alliance agreements with Continental Airlines, Mesa Airlines, British Airways, Northwest Airlines, Chautauqua Airlines, Big Sky Airlines and EVA Airways of Taiwan, and has received United States government approval for an alliance arrangement with Air China.

      AWA’s alliance agreement with Continental Airlines provides for codesharing arrangements, coordinating flight schedules, sharing ticket counter space and coordinating ground handling operations. The arrangement also allows AWA FlightFund (the Airline’s frequent flyer program) members to earn credits for travel on Continental and for frequent flyer benefits earned by AWA customers to be redeemed for travel on Continental’s system.

      By codesharing, each airline is able to offer additional destinations to its customers under its flight designator code without materially increasing operating expenses and capital expenditures. The arrangement also provides that AWA personnel handle Continental’s ticket counter and ground operations at certain airports in the western and southwestern United States and that Continental’s personnel handle those operations for AWA at certain airports in the east, midwest and south. Through its alliance arrangement with Continental, AWA offered service to an additional 15 destinations as of December 31, 2000 and achieves cost savings primarily through the consolidation of airport facilities and resources and elimination of duplicative costs for labor and equipment.

      Mesa Airlines (“Mesa”), operating as America West Express, provides regional feeder service to and from the Airline’s Phoenix hub to destinations in the western United States and northern Mexico flying, principally, regional jets and large turboprop aircraft. In addition, Mesa operates America West Express regional jet service to and from the Airline’s mini-hub in Columbus, Ohio to midwest and eastern business markets. As of December 31, 2000, 21 regional jets were committed to America West Express service. Through its alliance arrangement with Mesa, AWA offered America West Express service to an additional 29 destinations as of December 31, 2000. The alliance arrangement with Mesa provides for the Airline’s management of coordinated flight schedules and all America West Express marketing and sales. All reservations are booked under AWA’s flight designator code. America West Express passengers connecting to or from an AWA flight can purchase one airfare for their entire trip.

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      In the first quarter of 2001 AWA restructured its codeshare agreement with Mesa Airlines to expand regional flying in the western United States under the America West Express banner. AWA also entered into a new partnership with Chautauqua Airlines for regional codesharing as America West Express in the eastern United States. Under these agreements, the America West Express regional fleet will increase to 77 jet aircraft by 2005 with options for further expansion to as many as 129 aircraft. The new regional jets will be used to grow AWA’s service from its three primary hubs in Phoenix, Las Vegas and Columbus, Ohio. AWA also entered into a codeshare agreement with Big Sky Airlines, expanding AWA’s route structure with service to 20 new markets in Montana, Texas, Oklahoma and Arkansas.

      AWA’s alliance agreement with British Airways allows British Airways to offer connecting service to and from British Airways’ flights to Phoenix, San Francisco and Los Angeles onward to certain destinations served by the Airline. The arrangement also allows AWA FlightFund members to earn credit for travel on British Airways and for frequent flyer benefits earned by AWA customers to be redeemed for travel on British Airways’ system.

      Through AWA’s alliance agreements with Northwest Airlines and EVA Airways, AWA provides connecting service from those airlines’ Pacific routes to Las Vegas and Phoenix. Upon implementation of the alliance agreement with Air China, AWA will provide connecting service to Las Vegas and Phoenix from Air China’s Pacific routes.

      Airline Competition and Marketing

      The airline industry is highly competitive. Airlines compete on the basis of pricing, scheduling (frequency and flight times), on-time performance, frequent flyer programs, on-board products and other services. AWA competes with a number of major airlines on medium and long haul routes to and from and through its hubs and with a number of carriers for short haul flights at its Phoenix and Las Vegas hubs and its Columbus mini-hub. AWA competes with other major full service airlines based on price and, due to its low cost structure, is able to compete with other low cost carriers in both short and long haul markets. The consolidation of existing carriers and the entry of additional carriers in many of AWA’s markets (as well as increased services by established carriers) could negatively impact AWA’s results of operations. For additional discussion of industry competition and related government regulation, see “Risk Factors —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 low-cost structures” and, generally, “Government Regulations.”

      Most tickets for travel on AWA are sold by travel agents. Travel agents generally receive commissions based on the price of tickets sold. AWA and other airlines often pay additional commissions in connection with special revenue programs, competing not only with respect to the price of tickets sold but also with respect to the amount of commissions paid. AWA pays a travel agency base commission rate of 5% with a maximum payment of $50 for each round trip flight. We believe that our commission structure, together with AWA’s program of additional commissions in connection with special programs, is competitive with the commission programs of the other major United States airlines.

      Most tickets sold by travel agents are sold through computer reservation systems that are controlled by other airlines. Travel agents’ reliance on those computer reservation systems have, from time to time, significantly increased the cost of making reservations, which costs are born by airlines which subscribe to the computer reservation systems, including AWA.

      AWA has sought to address these issues through several initiatives. First, AWA’s electronic or paperless ticketing program responds to customer needs and reduces distribution costs for tickets booked directly through the Airline’s reservation system and through travel agencies. During 2000 approximately 71.5% of the Airline’s tickets were processed electronically, up from 60% during 1999. Second, AWA provides the ability for its customers to book tickets directly through the Internet using the Airline’s web site located at www.americawest.com, thus avoiding the more expensive computer reservation systems. Bookings through americawest.com and other travel-related Internet sites were approximately 13.3% of total 2000 bookings, up from 7% in 1999.

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      Federal regulations have been promulgated that are intended to diminish preferential scheduling displays and other practices with respect to computer reservation systems that place AWA and other similarly situated users at a competitive disadvantage to airlines controlling the systems. Those regulations are presently under review by the Department of Transportation (“DOT”). The Airline is participating aggressively in the federal rule making process related to computer reservations systems.

      Frequent Flyer Program

      All major United States airlines offer frequent flyer programs to encourage travel on that airline and customer loyalty. AWA offers the FlightFund program which allows members to earn mileage credits by flying AWA and America West Express, by flying on certain partner airlines including Continental Airlines and British Airways and by using the services of a wide variety of other program participants such as hotels, rental car agencies and other specialty services.

      Through the FlightFund Program, accumulated mileage credits can be redeemed for free travel on AWA and America West Express and certain partner airlines including Continental and British Airways and for first class upgrades on AWA. Use of mileage credits is subject to industry standard restrictions including blackout dates. The Airline must purchase space on other airlines to accommodate FlightFund redemption travel on those airlines.

      The Company accounts for the FlightFund program under the incremental cost method whereby travel awards are valued at the incremental cost of carrying one passenger based on expected redemptions. Those incremental costs are based on expectations of expenses to be incurred on a per passenger basis and include food, beverages, supplies, fuel, liability insurance and ticketing costs which are accrued as FlightFund members accumulate mileage credits. No profit or overhead margin is included in the accrual for those incremental costs. Non-revenue FlightFund travel accounted for 2.6%, 3.2% and 3.5% of total revenue passenger miles for the years ended December 31, 2000, 1999 and 1998, respectively. We do not believe that non-revenue FlightFund travel results in any significant displacement of revenue passengers.

      The Airline’s Fleet

      At December 31, 2000, the Airline operated a fleet of 138 aircraft having an average age of 10.0 years. The Airline’s aircraft acquisition program will provide the aircraft necessary to allow the Airline to continue its strategic growth. Terminations of aircraft operating leases scheduled to occur over the next several years will allow the Airline flexibility to manage the growth of its fleet size and related financial obligations in response to unfavorable economic conditions.

      In 2001 the Airline intends to take delivery of 15 new aircraft, retire three aircraft and expects to operate a fleet of 150 aircraft at the end of 2001 having an average age of 9.9 years.

      The Airline’s fleet at the end of 2000 and as expected at the end of 2001 are described in the table below:

				Number 12/31				Average Age (Yrs.) 12/31
Aircraft		Approx.
Types		No. Seats		2000		2001		2000		2001
B737-200			113		14		14		19.2		20.2
B737-300			132		47		45		13.2		14.2
B757-200			190		13		13		14.2		15.2
A319-100			124		19		31		1.0		1.4
A320-200			150		45		47		6.4		6.9
	Totals				138		150		10.0		9.9

      As of March 30, 2001, AWA had firm commitments to purchase or acquire by operating lease a total of 15 Airbus A318-100, 11 Airbus A319-100 and 10 Airbus A320-200 aircraft for delivery in 2001 through 2004. The Airline also has 17 options and 25 purchase rights to acquire aircraft in the “A320 family” of aircraft (A318s, A319s, A320s and A321s) for delivery in 2005 through 2008. As of March 30, 2001, leases for 54 of the Airline’s aircraft were scheduled to terminate through the end of 2004.

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      The following table illustrates the Airline’s committed orders and scheduled lease terminations over 2002-2004:

	2002		2003		2004
Firm Orders (A318-100/319-100/A320-200)		4		11		10
Scheduled Lease Terminations		14		25		5

      For further details on the Airline’s commitments to acquire aircraft and financing strategies and capital requirements for aircraft, see “Risk Factors —Our high level of debt 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.” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources.”

The Leisure Company

      TLC’s Operations, Products, Marketing and Competition

      TLC sells individual and group travel packages including air transportation on AWA, hotel accommodations, car rentals and other travel products directly to consumers and through retail travel agencies in the United States, Canada and Mexico. TLC focuses on simple, high-volume, value-oriented travel packages marketed on a national and international basis.

      TLC is one of the largest providers of Las Vegas vacation packages and hotel rooms in the United States sold under the company’s largest brand, America West Vacations. The majority of sales are from vacation packages for destinations in Nevada, Arizona, California, Mexico and western ski resorts in Colorado, Utah and Canada. TLC sells vacation packages and discounted hotel rooms through its Tempe, Arizona call center and through its Internet site at www.americawestvacations.com.

      On May 2, 2000, TLC refocused its strategy on its core wholesale vacation package business and sold a majority interest in The Vacation Store (“TVS”), acquired in November 1998, and National Leisure Group (“NLG”), acquired in May 1999, to Softbank Capital Partners and General Catalyst, LLC. TLC realized a $9.2 million non-operating pretax gain on the sale while maintaining a 12% passive ownership interest in the restructured venture.

      In July 2000 TLC sold the property and assets of the America West Golf Vacations business to Book4golf.com, a provider of Internet-based, real-time golf tee time reservations systems. TLC received as consideration 900,000 common shares and up to 700,000 share purchase warrants in Book4golf.com Corporation. Exercise of the warrants and right to earn an additional 300,000 common shares is subject to certain performance criteria. TLC and Book4golf.com also entered into a services agreement whereby TLC provides product fulfillment support for America West Golf Vacations and other Book4golf Travel Services brands.

      The Leisure Company competes in a fragmented, consolidating travel industry that is highly competitive with relatively low barriers to entry. TLC competes for customers through national mass media, preferred supplier agreements and on-line with E-travel companies with exclusive relationships with major Internet portals. Fewer large competitors with stronger off-line and on-line market positions and brand recognition are continuing to emerge. The industry also faces disintermediation as suppliers adopt new Internet and E-commerce strategies.

      TLC remains focused on simple, high-volume products which have traditionally provided high margins. TLC is developing viable business strategies for the future including new leisure travel products and an expanded Internet presence. TLC’s strong position in Las Vegas, affiliation with AWA’s growing route network and E-commerce strategy will strengthen TLC’s positioning. TLC continues to evaluate investment and strategic alliance opportunities in the leisure travel industry.

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Employees and Labor Relations

      The Company’s businesses are labor intensive with wages, salaries and benefits representing approximately 24% of the Company’s operating expenses during 2000.

      As of December 31, 2000, the Company employed 11,337 full-time and 2,809 part-time employees, for a full-time equivalent of 13,145 employees (“FTEs”). We believe that the Company’s workforce is very productive, compared to workforces employed at other major United States airlines. As AWA pursues its growth strategy, we believe that this productivity will be improved as economies of scale will allow the Company to increase the size of its workforce proportionately less than the growth in number of aircraft or ASMs.

      The Company’s non-union employees are compensated on a pay-for-performance basis under which salaries and wages are determined in part by performance evaluations by an employee’s superiors and peers. To encourage increased productivity, the Airline awards performance bonuses, referred to as AWArd Pay, to eligible, non-executive, non-union employees provided certain annually established targets are achieved. AWArd Pay bonuses could range from 5% of base pay if those targets are met to 25% of base pay if those targets are significantly exceeded. The 345 non-union employees of TLC participate in a similar performance bonus plan based on TLC’s performance. No performance bonuses were paid in 2000 as neither the Airline nor TLC met the minimum operating income thresholds for payout.

      A large majority of the employees of the major airlines in the United States are represented by labor unions. There have been numerous attempts by unions to organize AWA’s employees and we expect those organization efforts to continue in the future. As illustrated by the table below, several groups of AWA’s employees have selected union representation and negotiated collective bargaining agreements with the Airline. We cannot predict the outcome of any continuing or future efforts to organize the Airline’s employees or the terms of any future labor agreements or the effect, if any, on the Company’s or AWA’s operations or financial performance. For more discussion, see “Risk Factors —Efforts by labor unions to organize AWA’s employees have occurred in the past and we expect will occur in the future, which could divert management attention and increase our operating expenses.”

Employee	Approx. No. of			Contract	Contract
Group	Employees		Union	Effective	Amendable
Pilots		1,700	Airline Pilots Association	May 1995*	May 2000*
Dispatchers		40	Transportation Workers Union	March 1998	March 2003
Maintenance technicians and related personnel		800	International Brotherhood of Teamsters	October 1998	October 2003
Flight Attendants		2,400	Association of Flight Attendants	May 1999	May 2004
Fleet Service		2,500	Transportation Workers Union	June 2000	June 2005
Stock Clerks		60	International Brotherhood of Teamsters	*	*

* In contract negotiations.

      On June 2, 2000 AWA and the Transportation Workers Union (“TWU”) entered into a five-year collective bargaining agreement covering the Airline’s 2,500 fleet service employees. All of the collective bargaining agreements are consistent with our productivity objectives and cost advantage, include flexible work rules, and prohibit sympathy strikes. None of those contracts restrict management’s ability to make key strategic decisions, including entering into or expanding alliances or considering acquisitions.

      The Company is in the process of negotiating with the Air Line Pilots Association (“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 form of these future collective bargaining agreements and therefore the effect, if any, on AWA’s operations or financial performance.

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      On January 22, 2001, the TWU filed an Application for Investigation of Representation Dispute with the National Mediation Board (“NMB”), seeking to represent approximately 4,000 passenger service representatives and reservations agents. On March 20, 2001, that application was dismissed by the NMB due to an insufficient showing of interest. See “Risk Factors —Efforts by labor unions to organize AWA’s employees have occurred in the past and we expect will occur in the future, which could divert management attention, disrupt operations and increase our operating expenses.”

The Company’s Facilities

      Our Company’s principal facilities include administrative office space located in Tempe and Phoenix, Arizona; reservations centers and other call centers located in Tempe and Reno, Nevada; and airport and airport related facilities associated with the Airline’s hubs in Phoenix and Las Vegas and mini-hub in Columbus.

      The Company leases approximately 361,000 square feet of general office and administrative space in Tempe for Holdings’, the Airline’s and TLC’s headquarters and administrative offices. The Company’s headquarters and principal administrative functions are located in a nine story, 225,000 sq. ft. complex in Tempe.

      AWA operates from Terminal 4 at Sky Harbor Airport and leases 42 gates, ticket counter space and administrative offices comprising an aggregate of approximately 330,000 sq. ft. of space.

      The Airline leases approximately 200,000 sq. ft. of space at Las Vegas McCarran International Airport, which includes 23 gates, ticket counter space and concourse areas. AWA leases approximately 30,000 sq. ft. and seven gates at Port Columbus International Airport.

      Space for ticket counters, gates and back offices has been obtained at each of the other airports operated by AWA personnel, either by lease from the airport operator or by sublease from another airline. Space and facilities at certain airports where AWA’s operation is managed by Continental Airlines or Mesa Airlines is provided by those airlines as part of AWA’s alliance arrangements.

      The Airline also owns a 375,000 sq. ft. maintenance and technical support facility at Phoenix Sky Harbor International Airport on land leased from the City of Phoenix, which includes four hangar bays, hangar shops, two flight simulator bays and pilot training facilities and warehouse and commissary facilities.

      In November 2000, AWA broke ground on an approximately 164,000 sq. ft. new flight training and systems operations control center to accommodate AWA’s pilot and flight attendant training, systems operational control and crew scheduling functions to be located in Phoenix next to Phoenix Sky Harbor International Airport. We expect construction to be completed during the first quarter of 2002.

Government Regulations

      The airline industry is highly regulated as more fully described below.

      DOT Oversight

      AWA operates under a certificate of public convenience and necessity issued by the DOT. Although regulation of domestic routes and fares was abolished by the Airline Deregulation Act of 1978, the DOT retains the authority to alter or amend AWA’s certificate or to revoke that certificate for intentional failure to comply with the terms and conditions of the certificate. In addition, the DOT has jurisdiction over international tariffs and pricing, international routes, computer reservation systems, domestic code share agreements, and economic and consumer protection matters such as advertising, denied boarding compensation and smoking and has the authority to impose civil penalties for violation of the United States Transportation Code or DOT regulations.

      As a member of the Air Transport Association, AWA voluntarily established a customer service plan to provide additional information to passengers on flight delays, cancellations or overbookings, to offer the lowest fare available, allow reservations to be held or cancelled, provide prompt ticket refunds and be more responsive to customer complaints. Congress is currently considering legislation that could impose new consumer protection

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requirements on airlines including payments to passengers for excessive flight delays and prohibition of the issuance of non-refundable tickets. As a result of competitive pressures AWA and other airlines would be limited in their ability to pass costs associated with compliance with such laws to passengers. We cannot forecast the cost impact of such measures if enacted.

      FAA Funding

      In 1997 new aviation taxes were imposed through September 30, 2007 to provide funding for the Federal Aviation Administration (“FAA”). Included in the new law is a phase-in of a modified federal air transportation excise tax structure with a system that includes: a domestic excise tax which started at 9% and declined to 7.5% in 1999; a domestic segment tax that started at $1.00 and increases to $3.00 by 2003; and an increase in taxes imposed on international travel from $6.00 per international departure to an arrival and departure tax of $12.00 (each way). Both the domestic segment tax and the international arrival and departure tax are indexed for inflation. The legislation also included a 7.5% excise tax on certain amounts paid to an air carrier for the right to provide mileage and similar awards (e.g., purchase of frequent flyer miles by a credit card company). As a result of competitive pressures, AWA and other airlines have been limited in their ability to pass on the cost of these taxes to passengers through fare increases.

      In December 1997 the National Civil Aviation Review Commission (the “NCARC”) completed its Report to Congress on FAA funding and recommended implementation of a cost based user fee system for air carriers. Congress is presently considering the recommendations of the NCARC, which may result in enactment of a new funding mechanism. The Company cannot currently estimate the effect the new combination of ticket and segment taxes, or any change in those taxes as recommended by the NCARC, will have on its operating results. There can be no assurance that the new taxes or such changes will not have a material adverse effect on the Company’s financial condition and results of operations.

      Fuel Tax

      In August 1993 the federal government increased taxes on fuel, including aircraft fuel, by 4.3 cents per gallon. The Company’s annual operating expenses increased by approximately $18.2 million for 2000 because of such fuel tax increases. Total fuel taxes paid by the Company in 2000 were $28.8 million.

      Passenger Facility Charges

      During 1990 Congress enacted legislation to permit airport authorities, with prior approval from the DOT, to impose passenger facility charges (“PFCs”) as a means of funding local airport projects. These charges, which are intended to be collected by the airlines from their passengers, are limited to $4.50 per enplanement, and to no more than $18.00 per round trip. As a result of competitive pressure, AWA and other airlines have been limited in their ability to pass on the cost of the PFCs to passengers through fare increases.

      Slot Restrictions

      At New York City’s John F. Kennedy International Airport and LaGuardia Airport, Chicago’s O’Hare International Airport and Ronald Reagan Washington National Airport, which have been designated “High Density Airports” by the FAA, there are restrictions on the number of aircraft that may land and take off during peak hours. In the future, these take-off and landing time slot restrictions and other restrictions on the use of various airports and their facilities may result in further curtailment of services by, and increased operating costs for, individual airlines, including AWA, particularly in light of the increase in the number of airlines operating at such airports. In general, the FAA rules relating to allocated slots at the High Density Airports contain provisions requiring the relinquishment of slots for non-use and permit carriers, under certain circumstances, to sell, lease or trade their slots to other carriers. All slots must be used on 80% of the dates during each two-month reporting period. Failure to satisfy the 80% use rate will result in loss of the slot which would revert to the FAA and be reassigned through a lottery arrangement.

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      Slot restrictions at O’Hare Airport will be limited to the hours between 2:45 p.m. and 8:14 p.m. after July 1, 2001 and all slot restrictions are abolished after July 1, 2002. At the New York airports, slot restrictions are abolished after January 1, 2007.

      AWA currently utilizes five slots at Kennedy Airport, eight slots at LaGuardia Airport, 21 slots at O’Hare Airport and 12 slots at National Airport during the restricted periods. AWA utilizes these slots more than the requisite 80% use rate. Three of the slots at National Airport are subject to expiration in December 2001, and AWA intends to file a timely application for renewal. Approval of such application is discretionary by the FAA. Effective January 2001 the FAA imposed a cap on new slot exemptions authorized by Congress in 2000 at LaGuardia and announced plans to initiate a pricing or other form of allocation program for exemption slots at the airport. The effect of the cap or new allocation program could affect AWA’s ability to maintain some or all of its current service at LaGuardia.

      Perimeter Rule at Washington’s Ronald Reagan National Airport

      There is a federal prohibition on flights exceeding 1,250 miles operating from or to National Airport. This “perimeter rule” generally prevents AWA from flying non-stop to and from National Airport and its principal hubs of Phoenix and Las Vegas. In 2000 Congress passed legislation which authorized the DOT to grant exceptions to the 1,250 mile perimeter rule for up to 12 slots per day. AWA was authorized six of these slots to operate two daily Phoenix —National Airport round trips and one daily Las Vegas —National Airport round trip. AWA will seek additional slots should they become available.

      Noise Abatement and Other Restrictions

      Numerous airports served by AWA, including those at Boston, Burbank, Denver, Long Beach, Los Angeles, Minneapolis-St. Paul, New York City, Orange County, San Diego, San Francisco, San Jose and Washington, D.C., have imposed restrictions such as curfews, limits on aircraft noise levels, mandatory flight paths, runway restrictions and limits on the number of average daily departures, which limit the ability of air carriers to provide service to or increase service at such airports. AWA’s Boeing 757-200s, Boeing 737-300s and Airbus A319s and A320s all comply with the current noise abatement requirements of the airports listed above.

      Aircraft Maintenance and Operations

      AWA is subject to the jurisdiction of the FAA with respect to aircraft maintenance and operations, including equipment, dispatch, communications, training, flight personnel and other matters affecting air safety. The FAA has the authority to issue new or additional regulations. To ensure compliance with its regulations, the FAA conducts regular safety audits and requires AWA to obtain operating, airworthiness and other certificates, which are subject to suspension or revocation for cause. At the request and with the approval of the FAA, AWA is currently implementing a maintenance action plan, which should be fully implemented by the Fall 2001. In addition, a combination of FAA and Occupational Safety and Health Administration (“OSHA”) regulations on both federal and state levels apply to all of AWA’s ground-based operations and to in-flight cabin attendants.

      AWA is also subject to the jurisdiction of the Department of Defense with respect to its voluntary participation in their Commercial Passenger Airlift program administered by the Air Force’s Air Mobility Command.

      Aging Aircraft Maintenance

      The FAA issued several Airworthiness Directives (“ADs”) in 1990 mandating changes to the older aircraft maintenance programs. These ADs were issued to ensure that the oldest portion of the nation’s aircraft fleet remains airworthy and require structural modifications to or inspections of those aircraft. All of AWA’s currently affected aircraft are in compliance with the aging aircraft mandates. AWA constantly monitors its fleet of aircraft to ensure safety levels that meet or exceed those mandated by the FAA and the DOT.

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      Additional Security and Safety Measures

      In 1996 and 1997 the President’s Commission on Aviation Safety and Security issued recommendations and the U.S. Congress and the FAA adopted increased safety and security measures designed to increase airline passenger safety and security and protect against terrorist acts. Such measures have resulted in additional operating costs to the airline industry. Examples of increased safety and security measures include the introduction of a domestic passenger manifest requirement, increased passenger profiling, enhanced pre-board screening of passengers and carry-on baggage, positive bag match for profile selections, continuous physical bag search at checkpoints, additional airport security personnel, expanded criminal background checks for selected airport employees, significantly expanded use of bomb-sniffing dogs, certification of screening companies, aggressive testing of existing security systems, expansion of aging aircraft inspections to include non-structural components, development of objective methods for carriers to monitor and improve their own level of safety and installation of new ground proximity warning systems on all commercial aircraft. We cannot forecast what additional security and safety requirements may be imposed in the future or the costs or revenue impact that would be associated with complying with such requirements.

      Environmental Matters

      The Company is subject to regulation under major environmental laws administered by federal, state and local agencies, including laws governing air, water and waste discharge activities. While the Company strives to comply with environmental laws and regulations, the Company has incurred and may incur costs to comply with applicable environmental laws, including soil and groundwater cleanup and other related response costs. We believe, however, that under current environmental laws and regulations these costs would not have a material adverse effect on the Company’s financial condition and results of operations.

      The Comprehensive Environmental Response Compensation and Liability Act of 1980, also known as Superfund, and comparable state laws impose liability without regard to fault on certain classes of persons that may have contributed to the release or threatened release of a “hazardous substance” into the environment. These persons include the owner or operator of a facility and persons that disposed or arranged for the disposal of hazardous substances. Many airports in the United States, including Phoenix Sky Harbor International Airport, are the subject of Superfund investigations or state implemented groundwater investigations. AWA occupies facilities at some of these affected airports and is a member of a fuel handling consortium which has experienced a fuel leak into ground water at Phoenix Sky Harbor International Airport. The Company does not believe that its operations have been included within the ambit of any of these investigations and does not believe that its expenses associated with the fuel leak at Phoenix Sky Harbor International Airport will be material.

      The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and we expect that the costs of compliance will continue to increase.

Risk Factors

      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 low-cost structures.

      The airline industry is highly competitive and industry earnings are typically volatile. We compete with other airlines on the basis of pricing, scheduling (frequency and flight times), on-time performance, frequent flyer programs and other services. We compete against both larger carriers with substantially greater resources than we have available as well as smaller carriers with low-cost structures. Many of our larger competitors have proprietary reservation systems and more expansive marketing and advertising programs than we do and smaller carriers may be able to offer prices at discounts lower than we are able to offer. We may be unable to compete effectively against carriers with substantially greater resources or lower cost structures.

      Most of the markets we serve are highly competitive. The markets we serve are frequently high volume vacation destinations, most of which are likely to experience discounted fares because ticket prices are a leading consideration among leisure travel consumers. At our Phoenix and Las Vegas hubs, our principal competitor is Southwest Airlines. However, we also compete against new carriers that enter the airline industry, many of which

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have low-cost structures and initiate price discounting. Price discounting occurs when a carrier offers discounts or promotional fares to passengers. The entry of additional new carriers in many of our markets, the consolidation of existing carriers, as well as increased competition from or the introduction of new services by existing carriers, could reduce the numbers of tickets we sell and therefore affect our operating results.

      If the rates of travel on the routes that we serve decrease or if competition increases between carriers, we may not be able to compete effectively and our operating results could decline both in absolute terms and in relation to the operating results of our competitors.

      TLC’s business is also highly competitive. TLC competes with wholesalers and tour operators, some of which have substantially greater financial and other resources than TLC.

      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.

      Our high level of debt 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 December 31, 2000, we owed approximately $145.6 million of long-term debt (less current maturities). Much of this debt is secured by a large portion of our assets, leaving us with a limited number of assets to use to obtain additional financing which we may need if we encounter adverse industry conditions or a prolonged economic recession in the future. Our high level of debt and the financial and other covenants in our debt instruments may also limit our ability to fund general corporate requirements, including working capital and capital expenditures, limit our flexibility in responding to competitive developments and increase our vulnerability to adverse economic and industry conditions.

      The Airline has outstanding orders to purchase aircraft as well as option rights to purchase additional aircraft. AWA has arranged for financing for a portion of the outstanding orders to purchase the aircraft, but will have to look to outside sources to finance the remaining aircraft. We cannot guarantee that the Airline will be able to obtain enough capital to finance the remainder of the aircraft, and if the Airline defaults on commitments to purchase aircraft, our ability to execute our business strategy could be materially impaired.

      Efforts by labor unions to organize AWA’s employees have occurred in the past and we expect will occur in the future, which could divert management attention, disrupt operations and increase our operating expenses.

      In the recent past, labor unions have made several attempts to organize AWA’s employees, and we expect that these efforts will continue. Certain groups of AWA’s employees have chosen to be represented by unions and we are currently negotiating collective bargaining agreements with some of these groups. We cannot predict which, if any, other groups of employees may seek union representation or the outcome of collective bargaining agreements that we may be forced to negotiate in the future. These negotiations could divert management attention and disrupt AWA’s operations, which may result in increased operating expenses and lower net revenues. In addition, agreements reached in collective bargaining may also increase operating expenses and lower net revenues. If we are unable to negotiate acceptable collective bargaining agreements, we might have to wait through “cooling off” periods, which are often followed by union-initiated work actions, including strikes. Depending on the type and duration of work action we endure, our operating expense could increase significantly.

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

      Currently, three stockholders collectively control approximately 50% of the total voting power of Holdings. 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/or management. We cannot

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guarantee that the controlling stockholders identified above will not try to influence our business in a way that would favor their own personal interests to the detriment of our interests.

      Any fluctuations in fuel costs could affect our operating expenses and results.

      The price and supply of jet fuel is unpredictable and fluctuates 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 approximately 16% 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 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 results to decline 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 tries to offset increases in jet fuel costs by acquiring derivative instruments keyed to the future price of heating oil, effectively resulting in a lower net cost of jet fuel. Despite this program, we may not be adequately protected against jet fuel costs. As of March 30, 2001, our hedging program covers only approximately 51% of projected fuel volumes in the first quarter of 2001, 60% of projected fuel volumes in the second quarter of 2001, 30% of projected fuel volumes in the third quarter of 2001 and 20% of projected fuel volumes in the fourth quarter of 2001. In addition, our program primarily addresses our exposure to fuel requirements on the East Coast as opposed to the more volatile West Coast jet fuel prices, even though we primarily serve the Western United States and purchase a substantially larger portion of our jet fuel requirements on the West Coast compared to our larger competitors. For these reasons, the protective measures we have adopted to protect against increases in jet fuel costs may be inadequate and our operating results are susceptible to decline.

      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 recently enacted aviation ticket taxes and passenger safety measures, has increased operating costs for AWA and the airline industry as a whole. Depending on the implementation of these and other laws, our operating costs could increase significantly. We cannot predict which laws and regulations will be adopted or the changes and increased expense that they could cause. Accordingly, we cannot guarantee that future legislative and regulatory acts will not have a material impact on our operating results.

      Broad stock market fluctuations, quarterly variations in operating results and other events or factors may adversely affect the market price of our Class B Common Stock.

      The stock market has experienced significant price and volume fluctuations that have affected the market prices of equity securities of companies in the airline industry and that often have been unrelated to the operating performance of such companies. These broad market fluctuations may adversely affect the market price of the Class B Common Stock of Holdings (the “Class B Common Stock”). In addition, the market price of the Company’s Class B Common Stock is volatile and subject to fluctuations in response to quarterly variations in operating results, announcements of new services by the Company or its competitors, changes in financial estimates by securities analysts or other events or factors, many of which are beyond the Company’s control. See “Item 5. Market for Registrants’ Common Equity and Related Stockholder Matters.”

ITEM 2. PROPERTIES

      For a description of the Company’s properties, see Item 1 of Part I of this Report on Form 10-K.

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ITEM 3. LEGAL PROCEEDINGS

      Holdings and its subsidiaries are parties to various legal proceedings, including some purporting to be class actions, and some which demand large monetary damages or other relief which, if granted, would require significant expenditures.

      The Company, Holdings and certain of Holdings’ stockholders, executive officers and directors have been named as defendants in lawsuits alleging violations of the Securities Exchange Act of 1934, as amended, in connection with Holdings’ public disclosures regarding its business and prospects during 1997 and 1998. The defendants deny and are vigorously defending the claims set forth in these lawsuits. While the outcome of these lawsuits cannot be predicted with certainty, we currently expect that any liability arising from such matters, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on the Company’s business, financial condition and results of operation.

      Holdings and AWA are named defendants in a number of additional lawsuits and proceedings arising in the ordinary course of business. While the outcome of the contingencies, lawsuits or other proceedings cannot be predicted with certainty, we currently expect that any liability arising from such matters, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on the financial condition and results of operations of the Company.

      AWA leases six aircraft which may be subject to a claim in an unspecified amount as a result of the Internal Revenue Service potentially disallowing investment tax credits and accelerated depreciation claimed by the lessor of such aircraft. Under the terms of indemnity agreements, if such tax benefits were fully or partially disallowed, AWA’s monthly payment obligation under the agreements could be increased by up to approximately $15,000 per aircraft (approximately $1,080,000 per year for all six aircraft) for the period from 1991 to 2013. The payment increase applicable to periods prior to the determination of an indemnity obligation would be payable monthly over a 24-month period, with interest calculated at a specified prime rate. We are unable to predict whether the Internal Revenue Service will prevail in matters asserted against the lessor and, consequently, whether AWA will incur any liability in connection with such claims or the amount of any such liability, if incurred. Based on information and relevant documents available to the Company, however, we currently believe that it is unlikely that the disposition of these matters will have a material adverse effect on the Company’s financial condition and results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

Executive Officers of the Registrant

      Set forth below is information respecting the names, ages, positions and offices with the Company of the executive officers of the Company as of March 23, 2001.

      William A. Franke, Age 63. Chairman of the Board, President and Chief Executive Officer of Holdings and Chairman of the Board and Chief Executive Officer of AWA. Mr. Franke has served as Chairman of the Board of Directors of AWA since September 1992, and as Chairman of the Board and Chief Executive Officer of Holdings since its formation in December 1996. In addition to his responsibilities at the Company, Mr. Franke serves as president of Franke & Company, Inc., a financial services company he has owned since May 1987, and as a managing partner of Newbridge Latin America Fund, L.P., a private equity fund. Mr. Franke serves as a director of Phelps Dodge Corp., ON Semiconductor, Inc. and the Air Transport Association of America.

      W. Douglas Parker, Age 39. Executive Vice President of Holdings and President and Chief Operating Officer of AWA. Mr. Parker joined the Company as Senior Vice President and Chief Financial Officer in June 1995. He was elected Executive Vice President of the Company and Executive Vice President - Corporate Group of AWA in April 1999. He was elected President of AWA in May 2000 and Chief Operating Officer of AWA in December 2000.

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      Gilbert D. Mook, Age 58. Executive Vice President – Operations Group and Chief Operating Officer of AWA. Mr. Mook joined the Company in April 1999. From 1983 through 1998, Mr. Mook was employed with Federal Express Corporation, most recently as Senior Vice President – Air Operations Division from 1996 to 1998. Mr. Mook resigned from the Company effective December 31, 2000.

      Lonnie D. Bane, Age 42. Senior Vice President – Human Resources of AWA. Mr. Bane joined the Company in August 2000. From 1998 until 2000, Mr. Bane worked for Corporate Express Delivery Systems, Inc., most recently as Senior Vice President of Business Development and E-Commerce. From 1996 until 1998, Mr. Bane served as Senior Vice President of Human Resources for CEMEX USA. From 1994 until 1996, Mr. Bane served as Vice President of Human Resources for the Braking Systems Division of AlliedSignal.

      Bernard L. Han, Age 36. Senior Vice President – Marketing and Planning of AWA and President and Chief Executive Officer of TLC. Mr. Han joined AWA as Vice President – Financial Planning and Analysis in January 1996. He was elected to the position of Senior Vice President – Planning in May 1998. He was elected to his current position in January 2001.

      Hal M. Heule, Age 52. Senior Vice President – Technical Operations of AWA. Mr. Heule joined AWA in January 2001. From 1994 until the time he joined AWA, Mr. Heule served as Executive Vice President for Strand Associates, Inc., an aviation consulting firm.

      C.A. Howlett, Age 57. Senior Vice President – Public Affairs of AWA and Holdings. Mr. Howlett joined AWA as Vice President – Public Affairs in January 1995. On January 1, 1997, he was appointed Vice President – Public Affairs of Holdings. He was elected to his current positions in February 1999.

      Stephen L. Johnson, Age 44. Senior Vice President of Holdings and Senior Vice President and Chief Administrative Officer of AWA. Mr. Johnson joined the Company as Vice President – Legal Affairs in February 1995. In December 1995, Mr. Johnson was elected to the position of Senior Vice President – Legal Affairs and in December 1997, he was elected to the position of Senior Vice President – Corporate Affairs of AWA and Holdings. He was elected to his current positions in April 1999.

      Evon L. Jones, Age 36. Senior Vice President and Chief Information Officer of Holdings and AWA. Mr. Jones joined the Company in November 1998. From 1995 until 1998, Mr. Jones served as Vice President – Global Financial Technologies of American Express Company.

      J. Scott Kirby, Age 33. Senior Vice President – E-Business and Technology of Holdings and AWA. Mr. Kirby joined AWA as Senior Director – Schedules and Planning in October 1995. In October 1997, Mr. Kirby was elected to the position of Vice President – Planning and in May 1998, he was elected to the position of Vice President – Revenue Management. He was elected to his current positions in January 2000.

      Thomas K. MacGillivray, Age 40. Senior Vice President and Chief Financial Officer of Holdings and AWA. From 1994 until 2000, Mr. MacGillivray was employed by Central Newspapers, Inc., most recently as Senior Vice President and Chief Financial Officer.

      Jeffrey D. McClelland, Age 41. Senior Vice President – Operations of AWA. Mr. McClelland joined the Company in August 1999. From 1991 until 1999, Mr. McClelland worked at Northwest Airlines, most recently as Senior Vice President – Finance and Controller.

      Anthony Mule, Age 57. Senior Vice President – Customer Service of AWA. Mr. Mule joined the Company as Vice President – In-Flight Services in 1996. Prior to joining the Company, Mr. Mule served as President and Chief Operating Officer of SuperShuttle, a Phoenix-based national transportation company.

      Jack Richards, Age 47. Chief Operating Officer of The Leisure Company. Mr. Richards joined the Company in March 1999. From 1992 until 1999, Mr. Richards served as President and Chief Operating Officer of Adventure Tours USA.

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      Michael A. Smith, Age 47. Senior Vice President – Marketing and Sales of AWA. Mr. Smith joined AWA in November 1997. From 1977 until 1997, Mr. Smith served in various management positions with American Airlines, most recently as Managing Director – European Sales and Marketing.

      Michael R. Carreon, Age 47. Vice President and Controller of AWA. Mr. Carreon joined AWA as Senior Director – Corporate Audit in December 1994. He was elected to his current positions in January 1996.

      Linda M. Mitchell, Age 42. Vice President and General Counsel of AWA. Ms. Mitchell joined AWA as Senior Director – Legal Affairs in January 1996. She was elected to her current positions in February 2000. From 1992 until 1995, Ms. Mitchell was in private practice with the law firm of Squire Sanders & Dempsey LLP in Phoenix.

      Thomas T. Weir, Age 45. Vice President and Treasurer of AWA. Mr. Weir joined AWA in February 2000. From 1988 until 2000, Mr. Weir held various sales finance positions at Airbus Industrie of North America, Inc., most recently as Sales Finance Director.

PART II

ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The Class A Common Stock of Holdings, par value $.01 per share (the “Class A Common Stock”), is not publicly traded. The Class B Common Stock, par value $.01 per share, and Warrants have been traded on the New York Stock Exchange under the symbol “AWA” and “AWAws,” respectively, since August 26, 1994. Unexercised Warrants expired and trading ceased on August 25, 1999.

      The following table sets forth, for the periods indicated, the high and low sales prices of the Class B Common Stock and the Warrants as reported on the New York Stock Exchange.

	Class B
	Common Stock				Warrants
	High		Low		High		Low
Year Ended December 31, 2000
First Quarter	$	20.9375	$	12.5000		—		—
Second Quarter		19.9375		13.8750		—		—
Third Quarter		18.4375		12.1250		—		—
Fourth Quarter		13.0625		8.9375		—		—
Year Ended December 31, 1999
First Quarter	$	24.1250	$	16.0000	$	19.1875	$	6.5000
Second Quarter		22.7500		16.5000		10.7500		5.2500
Third Quarter		21.8750		16.9375		9.0000		4.5000
Fourth Quarter		21.7500		17.4375		—		—

      As of December 31, 2000, there were three record holders of Class A Common Stock and approximately 7,844 record holders of Class B Common Stock.

      Holdings has not paid cash dividends in any of the last three fiscal years and does not anticipate paying cash dividends in the foreseeable future. We expect that the Company will retain all available earnings generated by its operations for the development and growth of its business. Any future determination as to the payment of dividends will be made at the discretion of the Board of Directors and will depend upon the Company’s operating results, financial condition, capital requirements, general business conditions and such other factors as the Board of Directors deems relevant. Certain debt instruments of the Company restrict the Company’s ability to pay cash dividends on its Common Stock and make certain other restricted payments (as defined therein). Under these restrictions, as of December 31, 2000, the Company’s ability to pay dividends, together with any other restricted payments, would be limited. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources.”

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      In September 1995 the Company adopted a stock repurchase program. The program was amended in December 1995, August 1997, August 1998, May 1999 and February 2000. During 1995 through 2000 the Company purchased approximately 16.5 million shares of Class B Common Stock and 7.4 million Warrants. As of December 31, 2000, the remaining balance available to be purchased under the program was 900 shares of issued and outstanding Class B Common Stock.

      AWA has 1,000 shares of Common Stock outstanding, all of which are owned by Holdings. There is no established public trading market for AWA’s Common Stock. AWA’s ability to pay cash dividends on its Common Stock is restricted by the debt instruments and in the manner described above.

      TLC has 1,000 shares of Preferred Stock outstanding, which are owned by AWA, and 1,000 shares of Common Stock outstanding, which are owned by Holdings. There is no established public trading market for TLC’s Preferred or Common Stock.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

Selected Consolidated Financial Data

      The selected consolidated data presented below under the captions “Consolidated Statements of Income Data” and “Consolidated Balance Sheet Data” as of and for the years ended December 31, 2000, 1999, 1998, 1997 and 1996 are derived from the audited consolidated financial statements of the Company. The selected consolidated data should be read in conjunction with the consolidated financial statements for the respective periods, the related notes and the independent auditors’ report.

			Year ended December 31,
			2000			1999		1998		1997		1996
						(in thousands except per share amounts)
Consolidated statements of income data:
Operating revenues			$	2,344,354		$	2,210,884	$	2,023,284	$	1,874,956	$	1,739,526
Operating expenses				2,356,991			2,006,333		1,814,221		1,713,130		1,670,860
Operating income (loss)				(12,637	)		204,551		209,063		161,826		68,666
Income before income taxes and extraordinary items				24,743			206,150		194,346		140,001		34,493
Income taxes				17,064			86,761		85,775		65,031		24,883
Income before extraordinary items				7,679			119,389		108,571		74,970		9,610
Extraordinary loss (a)				—			—		—		—		(1,105	)
Net income				7,679			119,389		108,571		74,970		8,505
Earnings per share:
	Basic:
		Before extraordinary items		0.22			3.17		2.58		1.68		.21
		Extraordinary items (a)		—			—		—		—		(.02	)
		Net income		0.22			3.17		2.58		1.68		.19
	Diluted:
		Before extraordinary items		0.22			3.03		2.40		1.63		.20
		Extraordinary items (a)		—			—		—		—		(.02	)
		Net income		0.22			3.03		2.40		1.63		.18
Shares used for computation
	Basic:			35,139			37,679		42,102		44,529		44,932
	Diluted			35,688			39,432		45,208		46,071		47,733
Consolidated balance sheet data (at end of period):
Total assets			$	1,568,515		$	1,507,154	$	1,525,030	$	1,546,791	$	1,597,650
Long-term debt, less current maturities				145,578			155,168		207,906		272,760		330,148
Total stockholders’ equity				667,073			714,169		669,458		683,570		622,753

(a) Includes an extraordinary loss of $1.1 million in 1996 resulting from the partial prepayment of its 10 3/4% Senior Unsecured Notes.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      Holdings’ primary business activity is ownership of all the capital stock of AWA and TLC. Management’s Discussion and Analysis of Financial Condition and Results of Operations presented below relates to the consolidated financial statements of Holdings presented in Item 8A. Financial statements for AWA, Holdings’ wholly owned subsidiary, are presented in Item 8B.

2000 in Review

Financial Results

      In 2000 Holdings earned $7.7 million in consolidated net income, or $0.22 per share, fully diluted. AWA recorded a net loss of $0.5 million in 2000 as compared to net income of $116.6 million in 1999. The decline in earnings resulted from a number of factors, including high jet fuel prices and operational difficulties. AWA’s average fuel cost per gallon increased to 88.1 cents in 2000, as compared to 53.4 cents in 1999. This resulted in a year-over-year increase in fuel costs of approximately $152.9 million. Operating difficulties had an adverse impact on earnings, as AWA flew fewer available seat miles than planned without a corresponding reduction in operating expenses, negatively impacting high yield business traffic.

      The Company recorded non-recurring operating expenses of $16.0 million ($10.0 million after tax) in the fourth quarter of 2000. This differs from the $25.0 million of non-recurring operating expenses previously described in the Company’s preliminary unaudited earnings release dated January 17, 2001, which included an $8.5 million pretax charge ($5.3 million after tax) related to the early termination of leases on certain aircraft. The lease terminations were not completed as anticipated. Those aircraft leases are now anticipated to terminate in 2001 and the Company expects to record a similar pretax charge of $8.5 million at that time.

      To improve operational reliability and restore customer confidence by reducing the number of flight cancellations and improving on-time performance, AWA announced a series of actions in July 2000. The specific service initiatives include:

• A 3.5% reduction in the number of scheduled aircraft to provide four additional spare aircraft to substitute for other scheduled aircraft that may not be available because of maintenance requirements, weather or air traffic control, and to increase access to aircraft for performing reliability-related maintenance.

• A restructured approach to AWA’s existing line-maintenance operations including increasing staffing, parts provisioning, automation and support.

• An increase in AWA’s capacity to perform preventive and reliability-related maintenance by adding two additional aircraft maintenance lines.

• The use of automation to optimize the provisioning of spare parts and components to ensure more efficient and effective deployment of AWA’s spare part inventory throughout the system.

• An increase in ramp personnel at AWA’s Phoenix and Las Vegas hubs to reduce ground delays and improve baggage handling.

• Implementation of a program designed to increase the efficiency of AWA’s Phoenix hub operation.

      During the fourth quarter of 2000, AWA’s operating reliability improved as the service initiatives implemented in late summer reduced the number of aircraft out of service. Maintenance-related cancellations fell 24% versus the third quarter 2000.

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      Completion factors in January and February 2001 were 96.3% and 97.2%, respectively, which were in line with industry results. Maintenance related cancellations fell 9.7% in January 2001 and 18.9% in February 2001 due to the Company’s operational improvement plan. Looking forward into 2001, management believes the comprehensive plan to address AWA’s operating problems has had a positive impact on operations and that the Company will continue to see gradual improvement in operations during the year as that plan is implemented.

      Despite the challenges in 2000, AWA maintained its position as having the lowest operating cost per available seat mile (“CASM”) of all the other major domestic hub-and-spoke airlines and competitive with the major point-to-point airline, Southwest Airlines. In 2000 the Company’s CASM was 8.50 cents, approximately 17% less than the average CASM of the other major domestic hub-and-spoke airlines.

      In addition, the Company’s EBITDAR (operating income before depreciation, amortization and rent) margin for 2000 was 23.0%, which ranks fourth among all major domestic airlines. The Company believes that EBITDAR margin, which is a non-GAAP measurement, is the best measure of relative airline financial performance. EBITDAR measures operating profits before depreciation and aircraft rentals. By excluding both rentals and depreciation, differences in the method of financing aircraft acquisitions are eliminated. Cash earnings are distorted by differences in financing aircraft as depreciation attributable to owned aircraft (including those acquired through finance leases) is added back to cash earnings while operating lease rentals are deducted. Operating profit is also less valuable as a basis of comparison because both the depreciation and interest element of aircraft acquisitions are included in operating profit for aircraft acquired through operating leases. While excluded from EBITDAR margin, depreciation, amortization and rent are components of operating expense which are significant in understanding and assessing the Company’s financial performance. In addition, the Company’s use of EBITDAR margin may not be comparable to similarly titled measures presented by other companies.

First Quarter 2001 Outlook

      The first quarter of 2001 will be a challenging one for the airline industry. A softening economy makes realizing increases in yields difficult, while fuel prices remain high by historical standards. In addition there is industry-wide instability in labor relations. Several of the Company’s competitor airlines have announced that they intend to post significant losses for the March 2001 quarter. In this environment, the Company expects to post an operating loss for the quarter.

Results of Operations

      In January 1998 TLC began operations as a new travel subsidiary of Holdings to develop and grow the America West Vacations division (“AWV”) vacation package tour business. With commencement of TLC, Holdings’ operations consisted of two distinct lines of business for financial reporting purposes. While not required by the rules and regulations of the Securities and Exchange Commission, management believed a discussion of AWA and TLC on a stand alone basis in the “Results of Operations” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) would provide relevant information that enhanced a reader’s understanding of the Company’s operating results. Accordingly, starting with Holdings’ Form 10-Q for the quarter ended March 31, 1998, a discussion of “Results of Operations” was presented for both AWA and TLC in MD&A.

      TLC initiated its growth strategy by acquiring The Vacation Store (“TVS”) in November 1998 and National Leisure Group (“NLG”) in May 1999. The acquisitions of TVS and NLG added established retail networks to TLC’s largely wholesale travel product line. In May 2000, TLC refocused its strategy on its wholesale business and sold a majority interest in TVS and NLG to a third party, realizing a $9.2 million pretax gain while maintaining a 12% passive ownership interest in the restructured venture. With this sale TLC’s stand alone financial statements again primarily reflect the operations of AWV in its role as a package wholesaler generating traffic volume on AWA. Functioning in this manner, management believes reporting TLC’s results of operations on a stand alone basis is no longer meaningful and that profitability of AWA and TLC is best measured on a combined basis. Accordingly, the Company discontinued providing separate company disclosures for AWA and TLC starting with this Annual Report on Form 10-K.

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Summary

      Holdings earned consolidated net income of $7.7 million in 2000, as compared to 1999’s record consolidated net income of $119.4 million. Diluted earnings per share for the year ended December 31, 2000 were $0.22 compared to a record $3.03 for the year ended December 31, 1999. The decline in earnings was due primarily to a 65% increase in year-over-year fuel price, an increase in effective income tax rates and the airline’s unsatisfactory operating performance during 2000. The 2000 results include non-operating pretax gains of $15.5 million ($9.6 million after tax) from AWA’s sale of Priceline.com equity in March 2000, $9.2 million ($5.7 million after tax) from TLC’s sale of a majority interest in National Leisure Group and The Vacation Store in May 2000, $2.0 million ($1.2 million after tax) from TLC’s sale of America West Golf Vacations in July 2000 and $8.6 million ($5.3 million after tax) from AWA’s sale of GetThere.com equity in October 2000. (See Note 11, “Non-Operating Income (Expense) —Other, Net” in Notes to Consolidated Financial Statements.) The 2000 period also includes $16.0 million of non-recurring operating expenses. The non-recurring expenses include charges related to the write-down to net realizable value of certain excess expendable parts inventory that will be sold. Consolidated income tax expense for financial reporting purposes was $17.1 million for 2000 on pretax income of $24.7 million. This compares to $86.8 million of tax expense in 1999 on $206.2 million of pretax income. Holdings’ effective tax rate increases sharply as pretax earnings decrease primarily as the result of AWA’s amortization of excess reorganization value expense, which is not deductible for tax purposes. Accordingly, the Company’s book tax rate increased to 69.0% in 2000 from 42.1% in 1999.

      In 1998 the Company recognized net income of $108.6 million and income tax expense for financial reporting purposes of $85.8 million. Diluted earnings per share for 1998 were $2.40.

AWA

      The following discussion provides an analysis of AWA’s results of operations and reasons for material changes therein for the years ended December 31, 2000, 1999 and 1998.

AMERICA WEST AIRLINES, INC.
Statements of Operations
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

			2000			1999			1998
Operating revenues:
	Passenger		$	2,179,811		$	2,028,223		$	1,858,551
	Cargo			37,377			41,936			45,551
	Other			73,683			76,796			64,612
		Total operating revenues		2,290,871			2,146,955			1,968,714
Operating expenses:
	Salaries and related costs			556,906			498,490			448,049
	Aircraft rents			331,005			277,326			244,088
	Other rents and landing fees			130,679			122,034			119,089
	Aircraft fuel			373,313			220,380			194,360
	Agency commissions			86,469			114,742			117,483
	Aircraft maintenance materials and repairs			258,432			218,319			182,844
	Depreciation and amortization			54,313			48,442			49,026
	Amortization of reorganization value in excess of amounts allocable to identifiable assets			19,896			19,896			19,896
	Other			492,596			429,425			396,033
		Total operating expenses		2,303,609			1,949,054			1,770,868
Operating income (loss)				(12,738	)		197,901			197,846
Nonoperating income (expenses):
	Interest income			23,706			19,593			20,682
	Interest expense, net			(22,939	)		(29,352	)		(33,807	)
	Gain (loss) on disposition of property and equipment			(2,332	)		1,095			(638	)
	Other, net			29,444			11,737			474
		Total nonoperating income (expenses), net		27,879			3,073			(13,289	)
		Income before income taxes	$	15,141		$	200,974		$	184,557

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      The table below sets forth selected operating data for AWA.

		Year Ended December 31,						Percent			Percent
								Change			Change
		2000		1999		1998		2000-1999			1999-1998
Aircraft (end of period)			138		123		111		12.2			10.8
Average daily aircraft utilization (hours)			10.9		11.6		12.0		(6.0	)		(3.3	)
Available seat miles (in millions)			27,112		25,912		24,307		4.6			6.6
Block hours (in thousands)			517		493		461		4.9			6.9
Average stage length (miles)			878		862		822		1.9			4.9
Average passenger journey (miles)			1,303		1,303		1,218		—			7.0
Revenue passenger miles (in millions)			19,113		17,711		16,374		7.9			8.2
Load factor (percent)			70.5		68.4		67.4		2.1 pts			1.0 pts
Passenger enplanements (in thousands)			19,954		18,704		17,792		6.7			5.1
Yield per revenue passenger mile (cents)			11.40		11.45		11.35		(0.4	)		0.9
Revenue per available seat mile:
	Passenger (cents)		8.04		7.83		7.65		2.7			2.4
	Total (cents)		8.45		8.29		8.10		1.9			2.3
Fuel consumption (gallons in millions)			424		412		387		2.9			6.5
Average fuel price (cents per gallon)			88.1		53.4		50.3		65.0			6.2
Full-time equivalent employees (end of period)			12,850		11,536		10,759		11.4			7.2

      The table below sets forth the major components of CASM for AWA for the applicable years.

	Year Ended December 31,						Percent			Percent
							Change			Change
	2000		1999		1998		2000-1999			1999-1998
	(in cents)
Salaries and related costs		2.06		1.92		1.84		6.8			4.3
Aircraft rents		1.22		1.07		1.01		14.1			5.9
Other rents and landing fees		.48		.47		.49		2.3			(4.1	)
Aircraft fuel		1.38		.85		.80		61.9			6.2
Agency commissions		.32		.44		.48		(28.0	)		(8.3	)
Aircraft maintenance materials and repairs		.95		.84		.75		13.1			12.0
Depreciation and amortization		.20		.19		.20		7.2			(5.0	)
Amortization of reorganization values in excess of amounts applicable to identifiable assets		.07		.08		.08		(4.4	)		—
Other		1.82		1.66		1.64		9.6			1.2
		8.50		7.52		7.29		13.0			3.2

2000 Compared with 1999

      AWA recorded an operating loss of $12.7 million in 2000, a decrease of $210.6 million from 1999’s operating income of $197.9 million. Income before income taxes for 2000 was $15.1 million compared to $201.0 million in 1999.

      Total operating revenues for 2000 were a record $2.3 billion. Passenger revenues were a record $2.2 billion in 2000, an increase of $151.6 million or 7.5% from 1999. RASM in 2000 increased 2.7% to 8.04 cents from 7.83 cents despite a 1.9% increase in average stage length due to increased flying to long-haul business markets. Revenue per passenger mile (“yield”) decreased 0.4% to 11.40 cents in 2000 from 11.45 cents in 1999. Capacity, as measured by available seat miles (“ASMs”) increased 4.6% in 2000 as compared to 1999 while load factor (the percentage of available seats that are filled with revenue passengers) increased by 2.1 points to 70.5%. Cargo revenues for 2000 decreased $4.6 million (10.9%) due to lower freight and mail volumes. Other revenues, which consist primarily of alcoholic beverage sales, contract service sales, service charges and Mesa Airlines net revenues, decreased $3.1 million (4.1%) due primarily to the effect of higher fuel prices, which reduced net revenues from AWA’s codesharing agreement with Mesa Airlines.

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      Operating expenses in 2000 increased $354.6 million, or 18.2% year-over-year while ASMs increased 4.6% in 2000 as compared to 1999. As a result, CASM increased 13.0% to 8.50 cents in 2000 from 7.52 cents in 1999 largely due to higher fuel prices, the airline’s operating reliability issues which led to a reduction in ASMs without a corresponding reduction in total expenses and $16.0 million of non-recurring operating expenses which were recorded in “other expenses.” Excluding the non-recurring operating expenses, CASM for 2000 was 8.44 cents, an increase of 12.2% from 1999. Significant changes in the components of operating expense per ASM are explained as follows:

• Salaries and related costs per ASM increased 6.8% primarily due to a higher number of employees in 2000 to support anticipated growth. The number of full-time equivalent employees increased 11.4% year-over-year. Also, contracts with the Transportation Workers Union (“TWU”) (signed June 2000) and the Association of Flight Attendants (“AFA”) (signed May 1999), covering the airline’s fleet service workers and flight attendants, respectively, included higher wage rates. Payroll expense for fleet service personnel increased by $13.9 million (17.3%) and flight attendant salaries increased $6.6 million (12.4%) in 2000. In addition, the contract with Airline Pilots Association (“ALPA”) (signed May 1995) required longevity-related salary level increases. Payroll expense for pilots increased by $16.6 million (12.0%) in 2000.

• Aircraft rent expense per ASM increased 14.1% due primarily to the net addition of 15 leased aircraft to the fleet during 2000 as compared to 1999. The effect of a sale/leaseback transaction involving six previously owned aircraft, which was completed in August 1999, increased aircraft rent expense by approximately $8.8 million in 2000.

• Aircraft fuel expense per ASM increased 61.9% due to a 65.0% increase in the average price per gallon of fuel to 88.1 cents in 2000 from 53.4 cents in 1999.

• Agency commissions expense per ASM decreased 28.0% due to an increase in the mix of non-commissionable revenue in 2000 primarily due to increased usage of the Company’s website and other lower cost distribution channels and a decrease in the base commission rate from 8% to 5% effective October 18, 1999.

• Aircraft maintenance materials and repairs expense per ASM increased 13.1% primarily due to higher aircraft C-check ($27.2 million), engine overhaul ($2.4 million) and wheel and brake maintenance ($1.1 million) expenses.

• Depreciation and amortization expense per ASM increased 7.2% due primarily to an increase in amortization expense related to computer software and hardware additions and facility improvements to support growth ($4.1 million) and aircraft leasehold improvements ($2.6 million). Rotable inventory ($1.5 million) and engine ($0.8 million) depreciation expenses also increased in 2000. These increases were offset in part by a decrease in airframe depreciation ($3.6 million) resulting from the sale/leaseback transaction involving six previously owned aircraft, which was completed in August 1999.

• Amortization of excess reorganization value expense per ASM decreased 4.4% due to the 4.6% increase in ASMs.

• Other operating expenses per ASM increased 9.6% to 1.82 cents from 1.66 cents primarily due to the non-recurring charges of $16.0 million, higher interrupted trip and baggage claim expenses driven by the airline’s operational challenges ($12.1 million), higher professional, technical and legal fees ($7.6 million) and increased costs resulting from growth. Growth-related costs include aircraft refueling charges and fuel taxes ($7.6 million), catering expense ($6.7 million), frequent traveler program expense ($5.3 million), advertising ($5.0 million), furnished accommodations and per diem ($4.3 million), ground handling ($3.8 million), guard services ($2.2 million), aircraft cleaning ($1.6 million) and traffic liability insurance ($1.4 million). These increases were offset in part by a $19.6 million year-over-year decrease in Year 2000 remediation costs and the recovery in September 2000 of $4.1 million from the settlement of a lawsuit related to certain software applications that were previously written off.

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      Net non-operating expenses benefited from a $15.5 million gain on sale of 500,000 warrants to purchase common stock of Priceline.com (“Priceline”) in March 2000 and an $8.6 million gain on sale of one million shares of GetThere.com common stock in October 2000. The 1999 period included a $2.7 million gain on sale of AWA’s investment in 30,000 shares of Priceline common stock in June 1999 and an $11.9 million mark-to-market gain on 294,109 shares of Priceline common stock that were sold in January 2000. Net interest expense decreased $6.4 million in 2000 primarily due to lower average outstanding debt resulting in part from the sale/leaseback of six aircraft in August 1999. Interest income increased $4.1 million due to higher interest rates and cash and cash equivalent balances in 2000.

1999 Compared with 1998

      For 1999 AWA realized operating income of $197.9 million, which was relatively flat when compared to the $197.8 million of operating income recognized in 1998. Income before income taxes for 1999 was a record $201.0 million compared to $184.6 million in 1998.

      Total operating revenues for 1999 were $2.1 billion. Passenger revenues were $2.0 billion in 1999, an increase of $169.7 million or 9.1% from 1998. RASM in 1999 increased 2.4% to 7.83 cents from 7.65 cents driven by a 0.9% increase in yield. The increase in RASM and yield occurred despite a 4.9% increase in average stage length due to increased flying to long-haul business markets. ASMs increased 6.6% in 1999 as compared to 1998 while load factor increased by 1.0 points to 68.4%. Cargo revenues for 1999 decreased $3.6 million (7.9%) due to lower freight and mail volumes. Other revenues increased $12.2 million (18.9%) due primarily to expansion and increased profitability of AWA’s codesharing agreement with Mesa Airlines.

      Operating expenses in 1999 increased $178.2 million, or 10.1% year-over-year while ASMs increased 6.6% in 1999 as compared to 1998. As a result, CASM increased 3.2% to 7.52 cents in 1999 from 7.29 cents in 1998. Significant changes in the components of operating expense per ASM are explained as follows:

• Salaries and related costs per ASM increased 4.3% primarily due to a higher number of employees in 1999 to support anticipated growth. Also, contracts with the International Brotherhood of Teamsters (“IBT”) (signed October 1998) and AFA (signed May 1999), covering the airline’s mechanics and flight attendants, respectively, included higher wage rates. Payroll expense for maintenance-related personnel increased by $3.7 million (21.3%) and flight attendant salaries increased $8.4 million (18.6%) in 1999. In addition, the contract with ALPA (signed May 1995), covering the airline’s pilots, required longevity-related salary level increases. Payroll expense for pilots increased by $11.2 million (8.8%) in 1999.

• Aircraft rent expense per ASM increased 5.9% due primarily to the net addition of 12 leased aircraft to the fleet during 1999 as compared to 1998. The effect of a sale/leaseback transaction involving six previously owned aircraft, which was completed in August 1999, increased aircraft rent expense by approximately $5.5 million in 1999.

• Other rents and landing fees expense per ASM decreased 4.1% in 1999 due to the 6.6% increase in ASMs. A decrease in aircraft part borrow costs of $2.4 million was substantially offset by higher landing fees ($1.4 million) and airport rents ($1.0 million).

• Aircraft fuel expense per ASM increased 6.2% due to a 6.2% increase in the average price per gallon of fuel to 53.4 cents in 1999 from 50.3 cents in 1998.

• Agency commissions expense per ASM decreased 8.3% due to an increase in the mix of non-commissionable revenue in 1999 as compared to 1998. A decrease in the base commission rate from 8% to 5% effective October 18, 1999 and the institution of a $50 commission cap implemented on May 1, 1998 also contributed to the decrease.

• Aircraft maintenance materials and repairs expense per ASM increased 12.0% primarily due to a $21.9 million increase in capitalized maintenance amortization expense for 1999 when compared to 1998 and higher airframe maintenance costs ($5.7 million).

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• Depreciation and amortization expense per ASM decreased 5.0% due primarily to the airline extending the estimated depreciable service lives of certain Boeing 737-200 aircraft that have been modified to meet the FAA’s Stage III noise requirements. This change increased the average depreciable life by approximately four years. The sale/leaseback transaction involving six previously owned aircraft, which was completed in August 1999, also decreased depreciation and amortization expense by approximately $4.0 million.

• Other operating expenses per ASM increased 1.2% to 1.66 cents from 1.64 cents primarily due to the effect in 1999 of non-salary related Year 2000 costs ($6.9 million), higher interrupted trip expense ($4.3 million) and higher costs resulting from growth. Growth-related costs include catering costs ($3.6 million), refueling and service checks ($3.3 million), EDS reservation systems fees ($2.8 million) and property taxes ($2.1 million). These increases were offset in part by a $3.7 million gain on sale of AWA’s investment in Equant, a $2.6 million decrease in traffic liability insurance expense primarily due to a rate decrease in 1999 and a $5.3 million decrease in expense associated with AWA’s frequent flyer program resulting from a reduction in the estimated liability for travel awards.

      Net non-operating expenses benefited from a $2.7 million gain on sale of AWA’s investment in 30,000 shares of Priceline common stock in June 1999. AWA also recognized an $11.9 million unrealized gain related to an investment in 294,109 shares of Priceline common stock. Net interest expense decreased $4.5 million in 1999 primarily due to lower average outstanding debt and interest income decreased $1.1 million due to lower cash and cash equivalent balances.

Liquidity and Capital Resources

      Holdings’ unrestricted cash and cash equivalents and short-term investments increased to $194.8 million at December 31, 2000 from $127.8 million at December 31, 1999. Net cash provided by operating activities decreased to $190.1 million in 2000 from $269.3 million in 1999, a decrease of $79.2 million, due to lower net income in the 2000 period. Net cash used in investing activities increased to $204.2 million in 2000 from $106.8 million in 1999. This increase was primarily due to the sale in August 1999 of six aircraft as part of a sale/leaseback transaction which provided $114.1 million of cash flows from investing activities. In addition, the 2000 period included purchases of short-term investments totaling $35.1 million, as compared to sales of $11.9 million of short-term investments in 1999, and the sale of TVS and NLG which generated net proceeds of $44.5 million. Net cash provided by financing activities was $46.0 million for the year ended December 31, 2000 compared to $158.7 million used in financing activities in 1999. The 2000 period included $32.0 million of borrowing to fund the acquisition of a new A320 aircraft in June 2000, which was repaid in full upon completion of a sale/leaseback transaction in July 2000, and $111.3 million of borrowing under AWA’s revolving credit facility in December 2000. AWA repaid $50 million of credit facility debt in February 2001 and $15 million in March 2001. The 2000 period also included $10.2 million of long-term debt repayments and purchases of common stock under the stock repurchase program totaling $60.7 million. The 1999 period included $162.1 million of revolving credit facility debt, $94.3 million in February 1999 and $67.8 million in August 1999. These borrowings were repaid in 1999 in accordance with the terms of the credit facility. The 1999 period also included proceeds of $32.8 million from the exercise of 2.6 million AWA Warrants to purchase Holdings’ Class B Common Stock and purchases of Holdings Class B Common Stock and AWA Warrants totaling $121.7 million.

      Operating with a working capital deficiency is common in the airline industry as tickets sold for transportation which has not yet been provided are classified as a current liability while the related income producing assets, the aircraft, are classified as non-current. The Company’s working capital deficiency at December 31, 2000 is $183.1 million.

      As of December 31, 2000, the Company had $305.2 million of long-term debt (including current maturities) which consists primarily of principal amortization of notes payable secured by certain of the Company’s aircraft and $111.3 million of revolving credit facility debt. AWA repaid $50 million of credit facility debt in February 2001 and $15 million in March 2001. Management expects to fund the remaining requirements with cash from operations or refinance these obligations, subject to availability and market conditions at such time.

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      At December 31, 2000, AWA had firm commitments to AVSA S.A.R.L., an affiliate of Airbus Industrie (“AVSA”), to purchase a total of 39 Airbus aircraft. AWA also had 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 $1.5 billion.

      In July 2000 America West Airlines 2000-1 Pass Through Trusts issued $253.3 million of Pass Through Trust Certificates in connection with the financing of eight Airbus A319 aircraft and two Airbus A320 aircraft to be purchased from AVSA. The Pass Through Trust Certificates are not direct obligations of, nor guaranteed by, Holdings and AWA. The combined effective interest rate on the financing is 8.49%. Six A319 and one A320 aircraft that are the subject of this financing were delivered in 2000. The remaining three aircraft were delivered in the first quarter of 2001.

      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.

      AWA has in place a $125 million senior secured revolving credit facility with a group of financial institutions that will expire in 2002. The credit agreement is secured by certain assets of AWA. As of December 31, 2000, AWA had drawn $111.3 million to provide additional working capital during the first quarter of 2001 when revenues tend to be lower due to seasonal fluctuations in the demand for air travel. AWA subsequently repaid $50 million in February 2001 and $15 million in March 2001.

      In May 2000 Holdings completed the sale of a majority interest in TLC’s retail operations, NLG and TVS, to Softbank Capital Partners and General Catalyst LLC. TLC received $52 million in cash and retained a 12% passive ownership interest in the restructured venture.

      In July 2000 Holdings completed the sale of America West Golf Vacations, a division of TLC, to Book4golf.com, a provider of Internet-based, real-time golf tee time reservations systems. TLC received 900,000 common shares, with a fair market value at December 31, 2000 of approximately $0.3 million, and up to 700,000 share purchase warrants of Book4golf.com. Exercise of the warrants and right to earn an additional 300,000 common shares is subject to certain performance criteria. Book4golf.com and TLC have formed a post-acquisition strategic alliance to create and market golf vacation packages that can be designed and purchased on-line, including tee times, green fees, golf lessons, air travel, car rental and hotel accommodations.

      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.

      Capital expenditures for the years ended December 31, 2000, 1999 and 1998 were approximately $255.4 million, $299.6 million and $177.0 million, respectively. Capital expenditures for capitalized maintenance were $125.6 million, $112.8 million and $112.5 million for the years ended December 31, 2000, 1999 and 1998, respectively. Capital expenditures in 2000 include $32.0 million to purchase one Airbus A320 aircraft that was subsequently refinanced through the sale of America West Airlines 2000-1 Pass Through Trust Certificates. Excluding this aircraft, 2000 capital expenditures were approximately $223.4 million. Capital expenditures in 1999 include $67.8 million to purchase one Airbus A319 and one Airbus A320 aircraft that were subsequently refinanced through the sale of America West Airlines 1999-1 Pass Through Trust Certificates. Excluding these aircraft, 1999 capital expenditures were approximately $231.8 million. Capital expenditures for 2001 are expected to increase to approximately $279.9 million due primarily to increased expenditures for rotable aircraft parts, the new flight training center and automation projects. The Company currently intends to fund such expenditures with cash from operations.

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Other Information

Labor Relations

      On June 2, 2000 AWA and the TWU entered into a five-year collective bargaining agreement covering the airline’s 2,500 fleet service employees.

      The Company is in the process of negotiating with 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 IBT on a first contract covering the Company’s stock clerks, a work group of approximately 60 employees. The Company cannot predict the form of these future collective bargaining agreements and therefore the effect, if any, on AWA’s operations or financial performance.

      On January 22, 2001, the TWU filed an Application for Investigation of Representation Dispute with the National Mediation Board (“NMB”), seeking to represent approximately 4,000 passenger service representatives and reservations agents. On March 20, 2001, that application was dismissed by the NMB due to an insufficient showing of interest. See “Risk Factors —Efforts by labor unions to organize AWA’s employees have occurred in the past and we expect will occur in the future, which could divert management attention, disrupt operations and increase our operating expenses.”

Income Taxes

      At December 31, 2000, the Company had net operating loss (“NOL”), general business tax credit carryforwards and alternative minimum tax credit carryforwards of approximately $147.1 million, $10.3 million and $1.3 million, respectively. Under Section 382 of the Internal Revenue Code of 1986, as amended, if a loss corporation has an “ownership change” within a designated testing period, its ability to use its NOL and tax credit carryforwards is subject to certain limitations. The Company is a loss corporation within the meaning of Section 382. The issuance of certain common stock by the Company pursuant to the plan of reorganization resulted in an ownership change within the meaning of Section 382. This ownership change has resulted in an annual limitation (the “Section 382 Limitation”) upon the Company’s ability to offset any post-change taxable income with pre-change NOL. The Company’s Section 382 Limitation is $36.2 million per year. Should the Company generate insufficient taxable income in any post-change taxable year to utilize fully the Section 382 Limitation of that year, any excess limitation will be carried forward to use in subsequent tax years, provided the pre-change NOL has not been exhausted and the carryforward period has not expired. The amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by the Company at the time of the ownership change that are recognized in the five year period after the change. During 1999, the Company generated a $105 million built-in gain resulting from a sale/leaseback transaction involving six previously owned aircraft, thereby increasing the limitation under Section 382. See "(d) Sale/Leaseback Transaction” in Note 13, “Commitments and Contingencies” in Notes to Consolidated Financial Statements. The alternative minimum tax credit may be carried forward indefinitely and is available to reduce future income tax payable.

      The Company’s reorganization and the associated implementation of fresh start reporting in 1994 gave rise to significant items of expense for financial reporting purposes that are not deductible for income tax purposes. In large measure, it is these nondeductible expenses that result in an effective tax rate (for financial reporting purposes) significantly greater than the current U.S. corporate statutory rate of 35%. Nevertheless, the Company’s actual cash income tax liability (i.e., current income taxes payable) of $7.1 million in 2000 is considerably lower than income tax expense shown for financial reporting purposes of $17.1 million. This difference in financial expense compared to actual income tax liability is in part attributable to the utilization of certain tax attributes of the predecessor company that serve to reduce AWA’s actual income tax liability.

Government Regulations

      As a member of the Air Transport Association, AWA voluntarily established a customer service plan to provide additional information to passengers on flight delays, cancellations or overbookings, to offer the lowest fare available, allow reservations to be held or cancelled, provide prompt ticket refunds and be more responsive to customer complaints. Congress is currently considering legislation that could impose new consumer protection

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requirements on airlines including payments to passengers for excessive flight delays and prohibition of the issuance of non-refundable tickets. As a result of competitive pressures AWA and other airlines would be limited in their ability to pass costs associated with compliance with such laws to passengers. We cannot forecast the cost impact of such measures if enacted.

      In 1997 new aviation taxes were imposed through September 30, 2007 to provide funding for the FAA. Included in the new law is a phase-in of a modified federal air transportation excise tax structure with a system that includes: a domestic excise tax which started at 9% and declined to 7.5% in 1999; a domestic segment tax that started at $1.00 and increases to $3.00 by 2003; and an increase in taxes imposed on international travel from $6.00 per international departure to an arrival and departure tax of $12.00 (each way). Both the domestic segment tax and the international arrival and departure tax are indexed for inflation. The legislation also included a 7.5% excise tax on certain amounts paid to an air carrier for the right to provide mileage and similar awards (e.g., purchase of frequent flyer miles by a credit card company). As a result of competitive pressures, AWA and other airlines have been limited in their ability to pass on the cost of these taxes to passengers through fare increases.

      In December 1997 the National Civil Aviation Review Commission (the “NCARC”) completed its Report to Congress on FAA funding and recommended implementation of a cost based user fee system for air carriers. Congress is presently considering the recommendations of the NCARC, which may result in enactment of a new funding mechanism. The Company cannot currently estimate the effect the new combination of ticket and segment taxes, or any change in those taxes as recommended by the NCARC, will have on its operating results. There can be no assurance that the new taxes or such changes will not have a material adverse effect on the Company’s financial condition and results of operations.

      For additional information on government regulation and its effect on the Company see “Government Regulations” in Item 1, Business.

Forward Looking Information

      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. 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. 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 relations with unionized employees generally and the impact of the process of negotiation of labor contracts on the Company’s operations, the outcome of negotiations of collective bargaining agreements and the impact of those agreements on labor costs, and the impact of current and future laws and governmental regulations affecting the airline and travel industries and the Company’s operations. For additional discussion of such risks see “Business —Risk Factors,” included in Item 1 of this Report on Form 10-K. Any forward-looking statements speak only as of the date such statements are made.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Sensitive Instruments

(a) Commodity Price Risk

      Aircraft fuel costs accounted for approximately 16% of the Company’s total operating expenses during 2000. At current consumption levels, a one cent per gallon change in the price of jet fuel would affect the Company’s annual operating results in 2000 by approximately $4.7 million. Accordingly, a substantial change in the price of jet fuel would have a significant impact on the Company’s results of operations.

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      In 1996 AWA implemented a fuel hedging program to manage the risk from fluctuating jet fuel prices. The program’s objectives are to provide some protection against extreme, upward movements in the price of jet fuel and to protect AWA’s ability to meet its annual fuel expense budget. Under the program, AWA may enter into certain hedging transactions with approved counterparties for future periods generally not exceeding 12 months.

      As of December 31, 2000, the Company had entered into price basis swap transactions which fix the spread between West Coast jet fuel prices and heating oil futures and Gulf Coast jet fuel prices and heating oil futures. Further, the Company had entered into costless collar transactions which establish an upper and lower limit on heating oil futures prices. These transactions are in place with respect to approximately 12% of projected 2001 fuel requirements, including 51% related to the first quarter, as of December 31, 2000.

      The use of such hedging 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 spread between jet fuel prices and heating oil futures. At December 31, 2000 the Company estimates that a 10% change in the price of West Coast jet fuel relative to heating oil futures would have changed the fair value of existing West Coast jet fuel basis swap contracts by approximately $37,800. Similarly, a 10% change in the price of Gulf Coast jet fuel relative to heating oil futures would have changed the fair value of existing Gulf Coast jet fuel basis swap contracts by approximately $10,080. In addition, a 10% increase in heating oil futures prices would have changed the fair value of the costless collar by approximately $1.7 million while a 10% decrease in heating oil futures prices would have changed the fair value by approximately $2.8 million.

      As of March 30, 2001, approximately 40% of AWA’s 2001 fuel requirements are hedged.

      See “(n) New Accounting Standards” in Note 1, “Summary of Significant Accounting Policies” in Notes to Consolidated Financial Statements.

(b) Interest Rate Risk

      The Company’s exposure to interest rate risk relates primarily to its variable rate long-term debt obligations. At December 31, 2000, the Company’s variable-rate long-term debt obligations of approximately $15.7 million represented approximately 11% 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.

ITEM 8A. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA —AMERICA WEST HOLDINGS CORPORATION

      Consolidated balance sheets of Holdings as of December 31, 2000 and 1999, and the related consolidated statements of income, cash flows and stockholders’ equity for each of the years in the three-year period ended December 31, 2000, together with the related notes and the report of KPMG LLP, independent certified public accountants, are set forth on the following pages.

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders
America West Holdings Corporation:

      We have audited the accompanying consolidated balance sheets of America West Holdings Corporation and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, cash flows and stockholders’ equity for each of the years in the three-year period ended December 31, 2000. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of America West Holdings Corporation and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

KPMG LLP
Phoenix, Arizona
March 28, 2001

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AMERICA WEST HOLDINGS CORPORATION
Consolidated Balance Sheets
December 31, 2000 and 1999
(in thousands except share data)

				2000			1999
Assets
Current assets:
	Cash and cash equivalents			$	144,138		$	112,174
	Short-term investments				50,686			15,617
	Accounts receivable, less allowance for doubtful accounts of $1,794 in 2000 and $2,453 in 1999				152,649			118,076
	Expendable spare parts and supplies, less allowance for obsolescence of $5,439 in 2000 and $5,612 in 1999				41,843			49,327
	Prepaid expenses				41,784			42,809
			Total current assets		431,100			338,003
Property and equipment:
	Flight equipment				903,336			801,541
	Other property and equipment				220,085			208,961
	Equipment purchase deposits				93,750			79,399
					1,217,171			1,089,901
	Less accumulated depreciation and amortization				462,844			382,187
					754,327			707,714
Other assets:
	Restricted cash				34,554			35,579
	Reorganization value in excess of amounts allocable to identifiable assets, net				293,780			315,275
	Other assets, net				54,754			110,583
					383,088			461,437
				$	1,568,515		$	1,507,154
Liabilities and Stockholders’ Equity
Current liabilities:
	Current maturities of long-term debt			$	159,667		$	45,171
	Accounts payable				156,449			149,816
	Air traffic liability				208,868			192,799
	Accrued compensation and vacation benefits				36,070			49,865
	Accrued taxes				17,155			23,158
	Other accrued liabilities				35,988			38,030
		Total current liabilities			614,197			498,839
Long-term debt, less current maturities					145,578			155,168
Deferred credits and other liabilities					101,122			106,989
Deferred tax liability, net					40,545			31,989
Commitments and contingencies
Stockholders’ equity:
	Preferred stock, $.01 par value. Authorized 48,800,000 shares; no shares issued				—			—
	Class A common stock, $.01 par value. Authorized 1,200,000 shares; issued and outstanding 941,431 shares at December 31, 2000 and 1,100,000 shares at December 31, 1999				9			11
	Class B common stock, $.01 par value. Authorized 100,000,000 shares; issued and outstanding 48,991,256 shares in 2000 and 48,561,916 shares in 1999				490			486
	Additional paid-in capital				594,177			599,078
	Retained earnings				380,746			373,067
	Accumulated other comprehensive income (loss)				(1,108	)		—
					974,314			972,642
	Less: Cost of Class B common stock in treasury, 16,333,895 shares in 2000 and 13,384,795 shares in 1999				(307,241	)		(258,473	)
			Total stockholders’ equity		667,073			714,169
				$	1,568,515		$	1,507,154

See accompanying notes to consolidated financial statements.

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AMERICA WEST HOLDINGS CORPORATION
Consolidated Statements of Income
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands except per share data)

			2000			1999			1998
Operating revenues:
	Passenger		$	2,179,811		$	2,028,223		$	1,858,551
	Cargo			37,377			41,936			45,551
	Other			127,166			140,725			119,182
		Total operating revenues		2,344,354			2,210,884			2,023,284
Operating expenses:
	Salaries and related costs			559,578			500,351			450,220
	Aircraft rents			331,005			277,326			244,088
	Other rents and landing fees			130,680			122,035			119,091
	Aircraft fuel			373,313			220,380			194,360
	Agency commissions			86,469			114,742			117,483
	Aircraft maintenance materials and repairs			258,432			218,319			182,844
	Depreciation and amortization			54,313			48,442			49,026
	Amortization of reorganization value in excess of amounts allocable to identifiable assets			19,896			19,896			19,896
	Other			543,305			484,842			437,213
		Total operating expenses		2,356,991			2,006,333			1,814,221
Operating income (loss)				(12,637	)		204,551			209,063
Nonoperating income (expenses):
	Interest income			15,980			12,417			13,105
	Interest expense, net			(15,449	)		(22,253	)		(26,050	)
	Gain (loss) on disposition of property and equipment			(2,332	)		1,095			(638	)
	Other, net			39,181			10,340			(1,134	)
		Total nonoperating income (expenses), net		37,380			1,599			(14,717	)
		Income before income taxes		24,743			206,150			194,346
Income taxes				17,064			86,761			85,775
		Net income	$	7,679		$	119,389		$	108,571
Earnings per share:
	Basic		$	0.22		$	3.17		$	2.58
	Diluted		$	0.22		$	3.03		$	2.40
Shares used for computation:
	Basic			35,139			37,679			42,102
	Diluted			35,688			39,432			45,208

See accompanying notes to consolidated financial statements.

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AMERICA WEST HOLDINGS CORPORATION
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

				2000			1999			1998
Cash flows from operating activities:
	Net income			$	7,679		$	119,389		$	108,571
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			56,881			51,385			49,545
		Amortization of capitalized maintenance			121,031			113,679			89,347
		Amortization of reorganization value			21,496			21,496			21,496
		Amortization of deferred credits			(9,272	)		(7,521	)		(6,798	)
		Gain on sale of subsidiaries			(11,125	)		—			—
		Other			5,713			3,258			14,316
	Changes in operating assets and liabilities:
		Increase in accounts receivable, net			(36,622	)		(21,693	)		(8,091	)
		Decrease (increase) in expendable spare parts and supplies, net			7,484			(18,180	)		(4,012	)
		Decrease (increase) in prepaid expenses			(2,596	)		(366	)		93
		Decrease (increase) in other assets, net			8,879			(51,984	)		22,473
		Increase (decrease) in accounts payable			9,926			37,252			(31,136	)
		Increase (decrease) in air traffic liability			16,216			(16,727	)		35,141
		Increase (decrease) in accrued compensation and vacation benefits			(13,795	)		1,526			11,072
		Increase in accrued taxes			4,974			39,603			55,913
		Decrease in other accrued liabilities			(152	)		(2,774	)		(1,554	)
		Increase (decrease) in other liabilities			3,425			955			(7,435	)
			Net cash provided by operating activities		190,142			269,298			348,941
	Cash flows from investing activities:
		Purchases of property and equipment			(255,417	)		(299,571	)		(176,996	)
		Sale (purchases) of short-term investments			(35,069	)		11,868			(27,485	)
		Proceeds from sales of property and equipment			38,611			187,197			6,147
		Net proceeds from sale of subsidiaries			44,530			—			—
		Equipment purchase deposits and other			3,182			(6,250	)		(14,415	)
			Net cash used in investing activities		(204,163	)		(106,756	)		(212,749	)
	Cash flows from financing activities:
		Proceeds from issuance of debt			143,310			162,074			—
		Repayment of debt			(42,159	)		(239,876	)		(72,245	)
		Acquisition of treasury stock			(60,653	)		(118,278	)		(116,148	)
		Acquisition of warrants			—			(3,378	)		(16,175	)
		Proceeds from exercise of AWA warrants			—			32,781			325
		Other			5,487			7,949			4,108
			Net cash provided by (used in) financing activities		45,985			(158,728	)		(200,135	)
	Net increase (decrease) in cash and cash equivalents				31,964			3,814			(63,943	)
	Cash and cash equivalents at beginning of year				112,174			108,360			172,303
	Cash and cash equivalents at end of year			$	144,138		$	112,174		$	108,360
	Cash, cash equivalents and short-term investments at end of year			$	194,824		$	127,791		$	135,845

See accompanying notes to consolidated financial statements.

34

AMERICA WEST HOLDINGS CORPORATION
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands except share data)

	CLASS A					ADDITIONAL
	COMMON			COMMON		PAID-IN			RETAINED
	STOCK			STOCK		CAPITAL			EARNINGS
Balance at December 31, 1997	$	12		$	448	$	565,546		$	145,107
Net income		—			—		—			108,571
Issuance of 25,560 shares and 353,000 shares of Class B common stock pursuant to the exercise of stock warrants and stock options including tax benefit from the exercise of stock options of $1,873		—			4		6,702			—
Issuance of 119,235 shares of Class B common stock		—			1		1,683			—
Acquisition of 100,000 shares of Class A treasury stock		(1	)		—		(1,811	)		—
Acquisition of 5,951,927 shares of Class B treasury stock		—			—		—			—
Issuance of 50,000 shares of Class B treasury stock		—			—		563			—
Repurchase of 2,906,867 warrants at $5.56 per warrant		—			—		(16,175	)		—
Balance at December 31, 1998		11			453		556,508			253,678
Net income		—			—		—			119,389
Issuance of 2,573,060 shares and 481,420 shares of Class B common stock pursuant to the exercise of stock warrants and stock options including tax benefit from the exercise of stock options of $647		—			31		41,346			—
Issuance of 227,237 shares of Class B common stock		—			2		4,567			—
Acquisition of 6,046,700 shares of Class B treasury stock		—			—		—			—
Issuance of 50,000 shares of Class B treasury stock		—			—		35			—
Repurchase of 377,400 warrants at $8.95 per warrant		—			—		(3,378	)		—
Balance at December 31, 1999		11			486		599,078			373,067
Net income		—			—		—			7,679
Other comprehensive income: Adjustment to unrealized gain (loss) on available-for-sale securities, net of tax		—			—		—			—
Total comprehensive income		—			—		—			7,679
Cancellation of 1,930 shares and issuance of 442,010 shares of Class B common stock pursuant to the exercise of stock warrants and stock options including tax benefit from the exercise of stock options of $593		—			4		6,281			—
Cancellation of 10,740 shares of Class B common stock issued as restricted stock		—			—		(331	)		—
Acquisition of 2,999,100 shares of Class B treasury stock		—			—		—			—
Issuance of 50,000 shares of Class B treasury stock		—			—		(26	)		—
Acquisition and retirement of 158,569 shares of Class A common stock		(2	)		—		(10,825	)		—
Balance at December 31, 2000	$	9		$	490	$	594,177		$	380,746

[Additional columns below]

[Continued from above table, first column(s) repeated]

	ACCUMULATED OTHER			CLASS B
	COMPREHENSIVE			TREASURY
	INCOME (LOSS)			STOCK			TOTAL
Balance at December 31, 1997	$	—		$	(27,543	)	$	683,570
Net income		—			—			108,571
Issuance of 25,560 shares and 353,000 shares of Class B common stock pursuant to the exercise of stock warrants and stock options including tax benefit from the exercise of stock options of $1,873		—			—			6,706
Issuance of 119,235 shares of Class B common stock		—			—			1,684
Acquisition of 100,000 shares of Class A treasury stock		—			—			(1,812	)
Acquisition of 5,951,927 shares of Class B treasury stock		—			(114,336	)		(114,336	)
Issuance of 50,000 shares of Class B treasury stock		—			687			1,250
Repurchase of 2,906,867 warrants at $5.56 per warrant		—			—			(16,175	)
Balance at December 31, 1998		—			(141,192	)		669,458
Net income		—			—			119,389
Issuance of 2,573,060 shares and 481,420 shares of Class B common stock pursuant to the exercise of stock warrants and stock options including tax benefit from the exercise of stock options of $647		—			—			41,377
Issuance of 227,237 shares of Class B common stock		—			—			4,569
Acquisition of 6,046,700 shares of Class B treasury stock		—			(118,278	)		(118,278	)
Issuance of 50,000 shares of Class B treasury stock		—			997			1,032
Repurchase of 377,400 warrants at $8.95 per warrant		—			—			(3,378	)
Balance at December 31, 1999		—			(258,473	)		714,169
Net income		—			—			7,679
Other comprehensive income: Adjustment to unrealized gain (loss) on available-for-sale securities, net of tax		(1,108	)		—			(1,108	)
Total comprehensive income		(1,108	)		—			6,571
Cancellation of 1,930 shares and issuance of 442,010 shares of Class B common stock pursuant to the exercise of stock warrants and stock options including tax benefit from the exercise of stock options of $593		—			—			6,285
Cancellation of 10,740 shares of Class B common stock issued as restricted stock		—			—			(331	)
Acquisition of 2,999,100 shares of Class B treasury stock		—			(49,825	)		(49,825	)
Issuance of 50,000 shares of Class B treasury stock		—			1,057			1,031
Acquisition and retirement of 158,569 shares of Class A common stock		—			—			(10,827	)
Balance at December 31, 2000	$	(1,108	)	$	(307,241	)	$	667,073

See accompanying notes to consolidated financial statements

35

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 AND 1998

1. Summary of Significant Accounting Policies

      Holdings is the parent company for America West Airlines (“AWA”) and The Leisure Company (“TLC”). AWA is the ninth largest commercial airline carrier in the United States serving 63 destinations in the U.S., Canada and Mexico. TLC is a leisure travel subsidiary that arranges and sells vacation packages that include hotel accommodations, airfare, ground transportation and a variety of entertainment options. Holdings’ primary business activity is ownership of all the capital stock of AWA and TLC.

(a) Basis of Presentation

      The consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries AWA and TLC (collectively, the “Company”). All significant inter-company balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current year’s presentation.

(b) Cash, Cash Equivalents and Short-term Investments

      Cash equivalents consist of all highly liquid debt instruments purchased with original maturities of three months or less. Short-term investments consist of cash invested in certain debt securities with original maturities greater than 90 days and less than one year. The debt securities are classified as held to maturity and are carried at amortized cost which approximates fair value.

(c) Expendable Spare Parts and Supplies

      Flight equipment expendable spare parts and supplies are valued at average cost. An allowance for obsolescence is provided, over the estimated useful life of the related aircraft and engines, for spare parts expected to be on hand at the date the aircraft are retired from service. In the fourth quarter of 2000, the Company committed to the disposal of certain excess expendable spare parts inventory with a net book value of approximately $11.0 million. As a result, the Company recorded a non-recurring operating expense of $9.0 million to write down excess inventory to net realizable value.

(d) Property and Equipment

      Property and equipment are recorded at cost. Interest capitalized on advance payments for aircraft acquisitions and on expenditures for aircraft improvements are part of these costs. Interest capitalized for the years ended December 31, 2000, 1999 and 1998 was $9.0 million, $6.1 million and $4.9 million, respectively. Property and equipment is depreciated and amortized to residual values over the estimated useful lives or the lease term, whichever is less, using the straight-line method.

      The estimated useful lives for the Company’s ground property and equipment range from three to 12 years for owned property and equipment and up to 22 years for the technical support facility. The estimated useful lives of the Company’s owned aircraft, jet engines, flight equipment and rotable parts range from five to 22 years. Leasehold improvements relating to flight equipment and other property on operating leases are amortized over the life of the lease or the life of the asset, whichever is shorter.

      Effective October 1, 1998, AWA extended the estimated depreciable service lives of certain owned Boeing 737-200 aircraft which have been modified to meet the Federal Aviation Administration’s (“FAA”) Stage III noise reduction requirements. This change increased the average depreciable life by approximately four years and reduced depreciation expense in 2000, 1999 and 1998 by approximately $8.0 million, $8.0 million and $2.0 million, respectively.

      The Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired as defined by Statement of Financial Accounting Standards (“SFAS”) No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.”

36

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

(e) Restricted Cash

      Restricted cash includes cash deposits securing certain letters of credit.

(f) Aircraft Maintenance and Repairs

      Routine maintenance and repairs are charged to expense as incurred. The cost of major scheduled airframe, engine and certain component overhauls are capitalized and amortized over the periods benefited and are included in aircraft maintenance materials and repairs expense. Additionally, an accrual for the estimated cost of scheduled airframe and engine overhauls required to be performed on leased aircraft prior to their return to the lessors has been recorded.

(g) Reorganization Value in Excess of Amounts Allocable to Identifiable Assets

      Reorganization value in excess of amounts allocable to identifiable assets is amortized on a straight line basis over 20 years. Accumulated amortization at December 31, 2000, 1999 and 1998 was $156.6 million, $135.1 million and $113.6 million, respectively. In accordance with SFAS No. 121 and Accounting Principles Board (“APB”) Opinion No. 17, the Company assesses the recoverability of this asset based upon expected future undiscounted cash flows and other relevant information.

(h) Frequent Flyer Awards

      The Company maintains a frequent travel award program known as “FlightFund” that provides a variety of awards to program members based on accumulated mileage. The estimated cost of providing the free travel, using the incremental cost method as adjusted for estimated redemption rates, is recognized as a liability and charged to operations as program members accumulate mileage.

      The Company also sells mileage credits to companies participating in its FlightFund program, such as hotels, car rental agencies and credit card companies. Revenue from the sale of mileage credits is deferred and recognized when transportation is provided.

(i) Deferred Credit-Operating Leases

      Rents for operating leases were adjusted to fair market value when the Company emerged from bankruptcy in 1994. The net present value of the difference between the stated lease rates and the fair market rates has been recorded as a deferred credit in the accompanying consolidated balance sheets. The deferred credit will be increased through charges to interest expense and decreased on a straight-line basis as a reduction in rent expense over the applicable lease periods. At December 31, 2000 and 1999, the unamortized balance of the deferred credit was $65.6 million and $72.2 million, respectively.

(j) Passenger Revenue

      Passenger revenue is recognized when transportation is provided. Ticket sales for transportation which has not yet been provided are recorded as air traffic liability. Passenger traffic commissions and related fees are expensed when the related revenue is recognized. Passenger traffic commissions and related fees not yet recognized are included as a prepaid expense.

(k) Advertising Costs

      The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2000, 1999 and 1998 was $26.3 million, $23.7 million and $20.6 million, respectively.

37

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

(l) Income Taxes

      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

(m) Stock Options

      The Company accounts for its stock option plan in accordance with the provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company provides pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and subsequent years as if the fair-value-based method defined in SFAS No. 123 had been applied. (See Note 4, “Stock Options and Awards.”)

(n) New Accounting Standards

      In June 1998 the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,” which established accounting and reporting standards for all derivative instruments and hedging activities. SFAS No. 133 requires recognition of all derivatives as either assets or liabilities in the balance sheet at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment (“fair value hedge”), a hedge of the exposure to variable cash flows of a forecasted transaction (“cash flow hedge”), or a hedge of the foreign currency exposure (“foreign currency hedge”) of a net investment in a foreign operation or a foreign currency-denominated forecasted transaction. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation. In accounting for a fair value hedge, the derivative hedging instrument will be measured at fair value with the mark to fair value being recorded in earnings. In a cash flow hedge, the derivative hedging instrument will be measured at fair value with the effective portion of the gains or losses on the derivative hedging instrument initially being reported in other comprehensive income. In June 1999 the Financial Accounting Standards Board issued SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133”, which defers the effective date of SFAS No. 133 to be effective for all fiscal years beginning after June 15, 2000. The Company will adopt SFAS No. 133 in 2001. As of December 31, 2000, the estimated fair value of the Company’s fuel hedging contracts was a net obligation of $2.4 million. See “(b) Fuel Price Risk Management” in Note 6, “Financial Instruments and Risk Management” in Notes to Consolidated Financial Statements. SFAS No. 133 is not expected to have a material effect on the Company’s results of operations or financial position.

(o) Use of Estimates

      Management of the Company has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

38

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

2. Long-Term Debt

      Long-term debt at December 31 consists of the following:

	2000		1999
	(in thousands)
Secured
Notes payable, primarily fixed interest rates of 10.75% to 10.79%, averaging 10.78%, installments due 2001 through 2008	$	77,376	$	87,245
Revolving credit facility, floating interest rates of three month LIBOR + 2.50%, averaging 9.125%, interest only due through 2003 (a)		111,310		—
		188,686		87,245
Unsecured
10 3/4% Senior Unsecured Notes, face amount of $50 million, interest only payment until due in 2005 (b)		49,028		48,820
Notes payable, interest rates of 90-day LIBOR + 1.25%, averaging 7.97%, installments due through 2001		38,500		35,000
Industrial development bonds, face amount of $29.3 million, fixed interest rate of 6.3% due 2023 (c)		29,020		29,008
Other		11		266
		116,559		113,094
Total long-term debt		305,245		200,339
Less: current maturities		159,667		45,171
	$	145,578	$	155,168

(a)

In December 1999 AWA entered into a $125 million senior secured revolving credit facility with a group of financial institutions that has a three-year term. Borrowings under this credit facility will accrue interest at either the “base rate” (prime rate or the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate) or the “adjusted eurodollar rate” (LIBOR rate adjusted for certain reserve requirements in respect to “Eurodollar liabilities”) plus the applicable margin based on Moody’s rating of AWA’s senior unsecured notes. The credit agreement is secured by certain assets of AWA. As of December 31, 2000, AWA had drawn $111.3 million against its available line of credit. AWA subsequently repaid $50 million in February 2001 and $15 million in March 2001.

(b)

The 10 3/4% Senior Unsecured Notes mature on September 1, 2005 and interest is payable in arrears semi-annually. The 10 3/4% Senior Unsecured Notes may be redeemed at the option of the Company on or after September 1, 2000 at any time in whole or from time to time in part, at a redemption price equal to the following percentage of principal redeemed, plus accrued and unpaid interest to the date of redemption, if redeemed during the 12-month period beginning:

September 1,	Percentage
2000		105.375	%
2001		103.583	%
2002		101.792	%
2003 and thereafter		100.000	%

(c) The industrial development revenue bonds are due April 2023. Interest at 6.3% is payable semiannually (April 1 and October 1). The bonds are subject to optional redemption prior to the maturity date on or after April 1, 2008, in whole or in part, on any interest payment date at the following redemption prices: 102 percent on April 1 or October 1, 2008; 101 percent on April 1 or October 1, 2009; and 100 percent on April 1, 2010 and thereafter.

      Secured financings totaling $188.7 million are collateralized by assets, primarily aircraft, engines, simulators and rotable aircraft parts, with a net book value of $286.3 million at December 31, 2000.

      At December 31, 2000, the estimated maturities of long-term debt are as follows:

39

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

	(in thousands)
2001		159,667
2002		9,674
2003		9,674
2004		8,989
2005		58,303
Thereafter		58,938
	$	305,245

      Certain of the Company’s long-term debt agreements contain minimum cash balance requirements, leverage ratios, coverage ratios, limitations on investments and restricted payments including cash dividends, and other financial covenants with which the Company was in compliance at December 31, 2000.

3. Capital Stock

      On August 25, 1994, AWA issued approximately 10.4 million warrants to purchase Class B Common Stock with an exercise price of $12.74 per share. The warrants were exercisable by the holders any time before August 25, 1999 and 10.4 million shares of Class B Common Stock were reserved for the exercise of these warrants. As part of the holding company formation transaction that was effective December 31, 1996, the AWA warrants became rights to acquire shares of Holdings Class B Common Stock. AWA made arrangements for the issuance of Holdings Class B Common Stock upon the exercise of such warrants by purchasing an option from Holdings to acquire such stock. AWA issued a $62.4 million note payable to Holdings due December 31, 2005 with an interest rate of 11%. Subsequently, Holdings made a capital contribution to AWA by issuing a note payable to AWA for $62.4 million due December 31, 2045 with an interest rate of 10 7/8%. Approximately 7.4 million warrants were repurchased by AWA for approximately $51.0 million and approximately 2.6 million warrants were exercised at $12.74 per share. The balance of unexercised warrants expired and were cancelled on August 25, 1999.

      Preferred Stock

      The Company’s Board of Directors by resolution may authorize the issuance of the Preferred Stock as a class, in one or more series, having the number of shares, designations, relative voting rights, dividend rights, liquidation and other preferences and limitations that the Board of Directors fixes, without any stockholder approval. No shares of Preferred Stock have been issued.

      Common Stock

      The holders of Class A Common Stock are entitled to fifty votes per share, and the holders of Class B Common Stock are entitled to one vote per share, on all matters submitted to a vote of common stockholders except that voting rights of non-U.S. citizens are limited. The Class A Common Stock is convertible into an equal number of Class B shares at any time at the election of the holders of the Class A Common Stock. Holdings’ Class B Common Stock is listed on the New York Stock Exchange.

      Holders of Common Stock of all classes participate equally as to any dividends or distributions on the Common Stock, except that dividends payable in shares of Common Stock, or securities to acquire Common Stock, will be made in the same class of Common Stock as that held by the recipient of the dividend. Holders of Common Stock have no right to cumulate their votes in the election of directors. The Common Stock votes together as a single class, subject to the right to a separate class vote in certain instances required by law.

      Treasury Stock

      In September 1995 the Company adopted a stock repurchase program. The program was amended in December 1995, August 1997, August 1998, May 1999 and February 2000. During 1995 through 2000 the Company purchased approximately 16.5 million shares of Class B Common Stock and 7.4 million Warrants. As of December 31, 2000, the remaining balance available to be purchased under the program was 900 shares of issued and outstanding Class B Common Stock.

40

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

4. Stock Options and Awards

      Under the 1994 Incentive Equity Plan, as amended (the “Plan”), the Company’s Board of Directors may grant stock options to officers and key employees. The maximum number of shares of Class B Common Stock authorized for issuance under the Plan is 9.0 million shares of which 0.6 million shares are available for grant at December 31, 2000. Stock options are granted with an exercise price equal to the stock’s fair market value at the date of grant, generally become exercisable over a three-year period and expire if unexercised at the end of 10 years.

      Stock option activity during the years indicated is as follows:

					Weighted-
		Number of			Average
		Shares			Exercise Price
Balance at December 31, 1997:			3,451,500		$	14.09
	Granted		1,867,000		$	19.60
	Exercised		(353,000	)	$	12.77
	Canceled		(180,500	)	$	16.02
Balance at December 31, 1998:			4,785,000		$	16.26
	Granted		1,525,650		$	19.53
	Exercised		(481,420	)	$	16.51
	Canceled		(591,993	)	$	18.74
Balance at December 31, 1999:			5,237,237		$	16.91
	Granted		1,782,300		$	13.49
	Exercised		(442,010	)	$	12.93
	Canceled		(676,222	)	$	19.28
Balance at December 31, 2000:			5,901,305		$	15.90

      At December 31, 2000, options outstanding and exercisable by price range are as follows:

			Weighted						Weighted
			Average		Weighted		Options		Average
Range of	Options		Remaining		Average		Currently		Exercise
Exercise Prices	Outstanding		Contractual Life		Exercise Price		Exercisable		Price
$8.00 - $12.00		2,195,884		7.57	$	10.51		1,065,593	$	10.23
$12.01 - $16.50		880,834		6.97	$	14.36		652,178	$	14.16
$16.51 - $20.00		1,247,001		8.22	$	18.10		615,013	$	18.24
$20.01 - $24.88		1,459,586		7.70	$	22.07		785,125	$	22.60
$24.89 - $29.19		118,000		7.38	$	28.48		87,667	$	28.47
		5,901,305		7.64	$	15.90		3,205,576	$	16.09

      The per share weighted-average fair value of stock options granted during 2000, 1999 and 1998 was $5.38, $8.83 and $7.88, respectively, on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2000 —expected dividend yield of 0.0%, risk-free interest rate of 6.1%, volatility of 52.2% and an expected life of four years; 1999 —expected dividend yield of 0.0%, risk-free interest rate of 5.5%, volatility of 60.0% and an expected life of four years; 1998 —expected dividend yield of 0.0%, risk-free interest rate of 4.5%, volatility of 52.6% and an expected life of four years.

      The Company applies APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the consolidated financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company’s net income and earnings per share would have been reduced to the pro forma (unaudited) amounts indicated below:

41

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

		2000		1999		1998
		(in thousands except per share data)
Net income (loss):	As reported	$	7,679	$	119,389	$	108,571
	Pro forma	$	(1,709)	$	114,323	$	103,583
Earnings (loss) per share:
Basic	As reported	$	0.22	$	3.17	$	2.58
	Pro forma	$	(0.05)	$	3.03	$	2.46
Diluted	As reported	$	0.22	$	3.03	$	2.40
	Pro forma	$	(0.05)	$	2.90	$	2.29

      Pro forma net income (loss) reflects only options granted during the years 1995 through 2000. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net income (loss) amounts presented above because compensation cost is reflected over the options’ vesting period and compensation cost for options granted prior to January 1, 1995 is not considered.

      Under the Plan, the Company granted 20,000 shares, 221,500 shares and 113,000 shares of Class B Common Stock as restricted stock to certain officers and key employees in 2000, 1999 and 1998, respectively. The Company recognized compensation expense of $1.6 million, $0.9 million and $1.1 million related to restricted stock in 2000, 1999 and 1998, respectively. At December 31, 2000, 302,734 shares of restricted stock were vested.

      The Plan also provides for the issuance of stock and grant of stock options to non-employee directors. The Company has granted options to purchase 240,000 shares of Class B Common Stock to members of the Board of Directors who are not employees of the Company. The options have a ten-year term and are exercisable six months after the date of grant. As of December 31, 2000, 183,000 options were outstanding and exercisable at prices ranging from $8.00 to $29.19 per share. On December 31, 2000, 1999 and 1998, non-employee directors were also granted Class B Common Stock pursuant to the Plan totaling 9,000 shares, 5,737 shares, and 6,235 shares, respectively.

5. Employee Benefit Plan

      The Company has a 401(k) defined contribution plan, covering essentially all employees of the Company. Participants may contribute from 1 to 15% of their pretax earnings to a maximum of $10,500 in 2000. The Company’s matching contribution is determined annually by the Board of Directors. The Company’s contribution expense to the plan totaled $9.0 million, $7.6 million and $6.9 million in 2000, 1999 and 1998, respectively.

6. Financial Instruments and Risk Management

(a) Fair Value of Financial Instruments

      Cash Equivalents, Short-term Investments and Receivables

      The carrying amount approximates fair value because of the short-term nature of these instruments.

      Investment in Equity Securities

      The Company owns approximately 77,000 depository certificates which are convertible, subject to certain restrictions, into the common stock of Equant N.V. (“Equant”). The estimated fair value of these depository certificates as of December 31, 2000 and 1999 was approximately $2.0 million and $8.6 million, respectively, based upon the publicly traded market value of Equant common stock. The fair value of the Company’s investment in the depository certificates is not readily determinable (i.e., the depository certificates are not traded on a securities exchange). Accordingly, the investment is carried at cost, which was not material as of December 31, 2000 or 1999.

42

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

      In May 2000 Holdings completed the sale of a majority interest in TLC’s retail operations, National Leisure Group and The Vacation Store, to Softbank Capital Partners and General Catalyst LLC. TLC received $52 million in cash and retained a 12% passive ownership interest in the restructured venture. The investment is carried on the Company’s consolidated balance sheet at historical cost, which approximates $6.5 million at December 31, 2000.

      In July 2000 Holdings completed the sale of America West Golf Vacations, a division of TLC, to Book4golf.com, a provider of Internet-based, real-time golf tee time reservation systems. TLC received 900,000 common shares, with a fair market value of $2.1 million, representing approximately 2% ownership interest. The estimated fair value of the Company’s investment in Book4golf.com was approximately $0.3 million at December 31, 2000. (See Note 10, “Accumulated Other Comprehensive Income (Loss).”)

      Warrants

      The Company is the holder of warrants in a number of on-line ventures that are not yet public. The fair value of these warrants is not readily determinable. Accordingly, the investment is carried at cost, which was not material at December 31, 2000 or 1999.

      Long-term Debt

      At December 31, 2000 and 1999, the fair value of long-term debt was approximately $305 million and $200 million, respectively, based on quoted market prices for the same or similar debt including debt of comparable remaining maturities.

(b) Fuel Price Risk Management

      Under its fuel hedging program, the Company may enter into certain hedging transactions with approved counterparties for a period generally not exceeding 12 months. Gains and losses on such transactions are recorded as adjustments to fuel expense when the underlying fuel being hedged is used. As of December 31, 2000, the Company had entered into fixed price swap and costless collar transactions hedging approximately 12% of its projected 2001 fuel requirements. The fair value of the Company’s financial derivative instruments at December 31, 2000 was a net obligation of approximately $2.4 million. For further details of the Company’s fuel hedge positions at December 31, 2000 see “Quantitative and Qualitative Disclosures about Market Risk” and “New Accounting Standards” in Note 1.

      The Company is exposed to credit risks in the event any counterparty fails to meet its obligations. The Company does not anticipate such non-performance as counterparties are selected based on credit ratings, exposure to any one counterparty is limited based on formal guidelines and the relative market positions with such counterparties are closely monitored.

(c) Concentration of Credit Risk

      The Company does not believe it is subject to any significant concentration of credit risk. Most of the Company’s receivables result from tickets sold to individual passengers through the use of major credit cards or to tickets sold by other airlines and used by passengers on AWA. These receivables are short-term, generally being settled shortly after the sale.

43

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

7. Income Taxes

      The Company recorded income tax expense as follows:

			Year Ended December 31,
			2000		1999		1998
			(in thousands)
Current Taxes:
	Federal		$	6,352	$	23,503	$	33,915
	State			786		3,215		5,214
		Total current taxes		7,138		26,718		39,129
Deferred taxes				9,926		60,043		46,646
Total income tax expense			$	17,064	$	86,761	$	85,775

      The Company’s emergence from bankruptcy reorganization in 1994 and the associated implementation of fresh start reporting gave rise to significant items of expense for financial reporting purposes that are not deductible for income tax purposes. In large measure, it is these nondeductible (for income tax purposes) expenses and state income taxes that result in an effective tax rate (for financial reporting purposes) significantly greater than the current U.S. corporate statutory rate of 35%. Nevertheless, the Company’s actual cash income tax liability (i.e., current income taxes payable) is considerably lower than income tax expense shown for financial reporting purposes. This difference in financial expense compared to actual income tax liability is in part attributable to the utilization of certain tax attributes of the predecessor company that serve to reduce the Company’s current income tax liability.

      Income tax expense differs from amounts computed at the federal statutory income tax rate as follows:

		Year Ended December 31,
		2000			1999		1998
		(in thousands)
Income tax expense at U.S. statutory rate		$	8,660		$	72,153	$	68,021
State income taxes, net of federal income tax benefit			1,329			6,620		7,803
Nondeductible amortization of reorganization value in excess of amounts allocable to identifiable assets			7,524			7,524		7,524
Change in valuation allowance			(1,419	)		—		—
Expired tax credits			1,419			—		—
Other, net			(449	)		464		2,427
	Total	$	17,064		$	86,761	$	85,775

      As of December 31, 2000, the Company has available net operating loss carryforwards (“NOL”), business tax credit carryforwards and alternative minimum tax credit carryforwards for federal income tax purposes of approximately $147.1 million, $10.3 million and $1.3 million, respectively. The NOL expire during the years 2005 through 2009 while the business credit carryforwards expire during the years 2001 through 2006. However, such carryforwards are not fully available to offset federal (and in certain circumstances, state) alternative minimum taxable income. Further, as a result of a statutory “ownership change” (as defined for purposes of Section 382 of the Internal Revenue Code) that occurred as a result of the Company’s reorganization in 1994, the Company’s ability to utilize its NOL and business tax credit carryforwards may be restricted. The alternative minimum tax credit may be carried forward without expiration and is available to offset future income tax payable.

      Composition of Deferred Tax Items:

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, the significant components of the Company’s deferred tax assets and liabilities are a result of the temporary differences related to the items described as follows:

44

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

					2000			1999
					(in thousands)
Deferred income tax liabilities Property and equipment, principally depreciation and “fresh start” differences					$	(107,482	)	$	(101,480	)
	Other					—			(6,738	)
				Total deferred tax liability		(107,482	)		(108,218	)
Deferred tax assets
	Aircraft leases					17,267			18,718
	Frequent flyer accrual					5,469			4,790
	Net operating loss carryforwards					55,150			68,301
	Tax credit carryforwards					12,145			12,968
	Other					4,034			—
			Total deferred tax assets			94,065			104,777
		Valuation allowance				(27,128	)		(28,548	)
						66,937			76,229
				Net deferred tax liability	$	(40,545	)	$	(31,989	)

      The change in net deferred tax liability differs from current year deferred income tax expense due to the Alternative Minimum Tax credit carryforward and SFAS No. 115 deferred tax item of approximately $1.4 million.

      SFAS No. 109, “Accounting for Income Taxes”, requires a “more likely than not” criterion be applied when evaluating the realizability of a deferred tax asset. The valuation allowance of $27.1 million is necessary because at this time the Company has not determined it is more likely than not that the balance of the deferred tax assets will be fully realized. The Company continues to monitor the valuation allowance and will make adjustments as appropriate. If in future tax periods, the Company were to recognize additional tax benefits related to items attributable to the predecessor company such as net operating loss and other carryforwards, such benefits would be applied to reduce further reorganization value in excess of amounts allocable to identifiable assets.

8. Supplemental Information to Consolidated Statements of Cash Flows

      Supplemental disclosure of cash flow information and non-cash investing and financing activities were as follows:

		Year Ended December 31,
		2000		1999		1998
		(in thousands)
Non-cash transactions:
	Notes payable issued for equipment purchase deposits	$	42,000	$	35,000	$	45,500
	Notes payable canceled under the aircraft purchase agreement		38,500		45,500		12,596
Cash transactions:
	Interest paid, net of amounts capitalized		11,536		19,920		22,184
	Income taxes paid		9,859		56,062		20,963

9. Investments in Debt Securities

      Cash equivalents and short-term investments as of December 31 are classified as follows:

		2000		1999
		(in thousands)
Corporate notes			163,942		61,135
Money market funds			30,882		55,507
Other debt securities			—		11,149
	Total cash, cash equivalents and short-term investments	$	194,824	$	127,791

45

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

10. Accumulated Other Comprehensive Income (Loss)

      In July 2000 Holdings completed the sale of America West Golf Vacations, a division of TLC, to Book4golf.com, a provider of Internet-based, real-time, golf tee time reservation systems. TLC received 900,000 common shares, with a fair market value of $2.1 million, and up to 700,000 share purchase warrants of Book4golf.com. Exercise of the warrants and right to earn an additional 300,000 common shares is subject to certain performance criteria. The Company recorded a non-operating pretax gain on sale of $2.0 million in the third quarter of 2000. Book4golf.com and TLC have formed a post-acquisition alliance to create and market golf vacation packages that can be designed and purchased on-line, including tee times, green fees, golf lessons, air travel, car rental and hotel accommodations. In accordance with SFAS No. 115, the Company has classified TLC’s investment in Book4golf.com as available-for-sale securities in the Company’s consolidated balance sheet.

      SFAS No. 130, “Reporting Comprehensive Income” requires unrealized gains or losses on the Company’s available-for-sale securities to be included in accumulated other comprehensive income, a component of stockholders’ equity. The fair market value of the 900,000 Book4golf.com common shares was $0.3 million at December 31, 2000. Accordingly, the Company has recorded a $1.1 million net loss to reflect a decrease in the fair market value of this investment. The tax benefit associated with the loss was $0.7 million.

11. Non-Operating Income (Expense) —Other, Net

      In March 2000 AWA sold 500,000 warrants to purchase common stock of Priceline.com, Inc. for approximately $18.0 million, resulting in a pretax gain of approximately $15.5 million.

      In May 2000 Holdings completed the sale of a majority interest in TLC’s retail operations, National Leisure Group and The Vacation Store, to Softbank Capital Partners and General Catalyst LLC. TLC received $52 million in cash and retained a 12% passive ownership interest in the restructured venture. The Company recorded a $9.2 million pretax gain on this sale transaction.

      In July 2000 Holdings completed the sale of America West Golf Vacations, a division of TLC, to Book4golf.com, a provider of Internet-based, real-time, golf tee time reservation systems. TLC received 900,000 common shares, with a fair market value of $2.1 million, and up to 700,000 share purchase warrants of Book4golf.com. Exercise of the warrants and right to earn an additional 300,000 common shares is subject to certain performance criteria. The Company recorded a non-operating pretax gain on sale of $2.0 million in the third quarter of 2000.

      In September 2000 AWA recorded an $8.8 million pretax unrealized gain on the Company’s investment in one million shares of GetThere.com common stock. AWA sold all one million shares of GetThere.com for approximately $17.8 million in October 2000.

      In December 1999 AWA recorded an $11.9 million pretax unrealized gain on the Company’s investment in Priceline.com common stock. AWA sold all 294,109 shares of Priceline.com for approximately $15.1 million in January 2000.

46

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

12. Earnings Per Share

		Year Ended December 31,
		2000		1999		1998
		(in thousands of dollars except share data)
BASIC EARNINGS PER SHARE
Income applicable to common stock		$	7,679	$	119,389	$	108,571
Weighted average common shares outstanding			35,139,084		37,678,947		42,102,211
Basic earnings per share		$	0.22	$	3.17	$	2.58
DILUTED EARNINGS PER SHARE
Income applicable to common stock		$	7,679	$	119,389	$	108,571
Share computation:
	Weighted average common shares outstanding		35,139,084		37,678,947		42,102,211
	Assumed exercise of stock options and warrants		549,093		1,753,324		3,105,982
	Weighted average common shares outstanding as adjusted		35,688,177		39,432,271		45,208,193
Diluted earnings per share		$	0.22	$	3.03	$	2.40

      For the years ended December 31, 2000, 1999 and 1998, options of 3,592,311, 1,632,041 and 1,843,391, respectively, are not included in the computation of diluted EPS because the option exercise prices were greater than the average market price of common stock.

13. Commitments and Contingencies

(a) Leases

      As of December 31, 2000, the Company had 127 aircraft under operating leases with remaining terms ranging from one year to approximately 22 years. The Company has options to purchase certain of the aircraft at fair market values at the end of the lease terms. Certain of the agreements require security deposits, minimum return provisions and maintenance reserve payments. The Company also leases certain terminal space, ground facilities and computer and other equipment under noncancelable operating leases.

      At December 31, 2000, the scheduled future minimum cash rental payments under noncancelable operating leases with initial terms of more than one year are as follows:

	(in thousands)
2001	$	369,670
2002		336,141
2003		283,386
2004		235,472
2005		220,327
Thereafter		1,820,343
	$	3,265,339

      Rent expense (excluding landing fees) was approximately $427 million, $365 million and $330 million for the years ended December 31, 2000, 1999 and 1998, respectively.

      Collectively, the operating lease agreements require security deposits with lessors of $27.9 million and bank letters of credit of $18.5 million. The letters of credit are collateralized by $18.5 million of restricted cash as of December 31, 2000.

47

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

(b) Revenue Bonds

      In June 1999 Series 1999 special facility revenue bonds (“new bonds”) were issued by a municipality to fund the retirement of the Series 1994A bonds (“old bonds”) and the construction of a new concourse with 14 gates at Terminal 4 in Phoenix Sky Harbor International Airport in support of AWA’s strategic growth plan. The new bonds are due June 2019 with interest accruing at 6.25% per annum payable semiannually on June 1 and December 1, commencing on December 1, 1999. The new bonds are subject to optional redemption prior to the maturity date on or after June 1, 2009 in whole or in part, on any interest payment date at the following redemption prices: 101% on June 1 or December 1, 2009; 100.5% on June 1 or December 1, 2010; and 100% on June 1, 2011 and thereafter.

(c) Aircraft Acquisitions

      At December 31, 2000, AWA had firm commitments to AVSA for a total of 15 Airbus A318-100, 13 Airbus A319-100 and 11 Airbus A320-200 aircraft with delivery through 2004 at a cost of approximately $1.5 billion. The agreement with AVSA also includes options to purchase an additional 17 A320 family aircraft during 2005 through 2006 and purchase rights for an additional 25 A320 series aircraft for delivery in 2007 to 2008.

      The Company has an agreement with International Aero Engines (“IAE”) which provides for the purchase by the Company of seven new V2500-A5 spare engines scheduled for delivery through 2003 for use on certain of the A320 fleet. At December 31, 2000, the seven engines have an estimated aggregate cost of $31 million.

      The following table reflects estimated cash payments under the aircraft and engine purchase contracts. Actual payments may vary due to inflation factor adjustments and changes in the delivery schedule of the equipment. The estimated cash payments include progress payments that will be made in cash, as opposed to being financed under an existing progress payment financing facility.

	(in thousands)
2001	$	446,080
2002		153,747
2003		387,116
	$	986,943

      In July 2000 America West Airlines 2000-1 Pass Through Trusts issued $253.3 million of Pass Through Trust Certificates in connection with the financing of eight Airbus A319 aircraft and two Airbus A320 aircraft to be purchased from AVSA. The Pass Through Trust Certificates are not direct obligations of, nor guaranteed by, Holdings and AWA. The combined effective interest rate on the financing is 8.49%. Six A319 and one A320 aircraft that are the subject of this financing were delivered in 2000. The remaining three aircraft were delivered in the first quarter of 2001.

(d) Sale/Leaseback Transactions

      In June 2000 AWA borrowed $32.0 million from a foreign bank to fund the acquisition of one new A320 aircraft. In July 2000 AWA entered into a sale/leaseback transaction whereby the Company sold this aircraft for approximately the acquisition cost. The aircraft is being leased back from the purchaser for approximately 22 years and is being accounted for as an operating lease.

      In August 1999, AWA entered into a sale/leaseback transaction whereby the Company sold five Boeing 737-300 aircraft and one Boeing 757-200 aircraft for approximately $114 million. To complete this transaction, the Company paid approximately $49.3 million to retire mortgage debt outstanding on the aircraft. The aircraft are being leased back from the purchaser for approximately six years. The sale resulted in a $9.2 million gain for AWA, which was deferred and is being amortized over the lease term as a reduction in rent expense. The related lease is being accounted for as an operating lease. The average annual lease payments, over the life of the leases, are $15.5 million.

48

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

(e) Contingent Legal Obligations

      Holdings and AWA are named defendants in a number of additional lawsuits and proceedings arising in the ordinary course of business. While the outcome of the contingencies, lawsuits or other proceedings cannot be predicted with certainty, management currently expects that any liability arising from such matters, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on the financial condition and results of operations of the Company.

14. Related Party Transactions

      AWA has entered into various aircraft leasing arrangements with AerFi Group plc (“AerFi”), formerly GPA Group plc, at terms comparable to those obtained from third parties for similar transactions. William A. Franke, the Company’s Chairman and CEO, was a director and, indirectly, a minor shareholder of AerFi. In addition, an affiliate of TPG purchased a large minority stake in AerFi in November 1998 and had three representatives serving on AerFi’s five-member Board of Directors. AerFi was acquired by AirFinance B.V. in November 2000 and Mr. Franke and the TPG affiliate disposed of all share interests in AerFi at that time. Mr. Franke and the representatives of the TPG affiliate also resigned from their board positions at that time. AWA currently leases four aircraft from AerFi and the rental payments for such leases amounted to $14.8 million, $14.8 million and $19.2 million for the years ended December 31, 2000, 1999 and 1998, respectively. As of December 31, 2000, the Company was obligated to pay approximately $177.1 million under the AerFi leases which expire at various dates through the year 2013.

      AerFi and AWA also entered into a Put Termination Agreement which terminated arrangements with AerFi pursuant to which AerFi could cause AWA to lease up to four additional aircraft prior to June 30, 1999. Pursuant to the Put Termination Agreement, AWA is obligated to make certain payments to the U.S. subsidiaries of AerFi (“AerFi Subs”). The payments due to the AerFi Subs under the Put Termination Agreement were approximately $1.9 million for each of the years 2000, 1999 and 1998.

      As part of the Company’s reorganization in 1994, Continental Airlines made an investment in the Company, and the Company entered into an alliance agreement related to codesharing arrangements and ground handling operations. The Company paid Continental approximately $32.4 million, $31.7 million and $27.8 million and also received approximately $25.5 million, $24.5 million and $20.5 million in 2000, 1999 and 1998, respectively, from Continental pursuant to these agreements.

      In December 2000 Continental Airlines sold to the Company all 158,569 shares of Class A common stock of the Company held by Continental. Continental also assigned to the Company its rights of first refusal held by Continental with respect to shares of Class A Common Stock owned by TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P. (collectively, the “TPG Parties”) under a Priority Distribution Agreement originally entered into between Continental and the TPG Parties in 1994. As consideration, America West paid Continental $10.8 million with respect to these transactions. As an inducement for the TPG Parties to consent to the transfer of the rights of first refusal, the Company has agreed not to exercise its rights of first refusal with respect to any of the Class A common stock held by the TPG Parties but retains its rights of first refusal with respect to any subsequent transfer proposed by any third party who acquires such shares. Additionally, the Company's rights of first refusal will terminate in the event William A. Franke ceases to be the Chairman of the Company. The payment was accounted for in 2000 as a reduction in shareholders’ equity.

49

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

15. Quarterly Financial Data (Unaudited)

      Summarized quarterly financial data for 2000 and 1999 follows (in thousands of dollars except per share amounts):

		1st			2nd			3rd			4th
		Quarter			Quarter			Quarter			Quarter
2000
Operating revenues		$	562,892		$	617,927		$	590,539		$	572,996
Operating income (loss)			11,030			48,307			240			(72,214	)
Nonoperating income, net			15,001			9,179			12,022			1,178
Income tax benefit (expense)			(11,402	)		(23,995	)		(10,960	)		29,293
Net income (loss)			14,629	(1)		33,491	(2)		1,302	(3)		(41,743	)(4)
Earnings (loss) per share:
	Basic		.40			.93			.04			(1.24	)
	Diluted		.40			.91			.04			(1.23	)

		1st			2nd			3rd			4th
		Quarter			Quarter			Quarter			Quarter
1999
Operating revenues		$	519,626		$	569,480		$	552,839		$	568,939
Operating income			50,715			75,591			41,198			37,047
Nonoperating income (expense), net			(3,978	)		(273	)		(3,326	)		9,176
Income tax expense			(20,798	)		(33,064	)		(15,659	)		(17,240	)
Net income			25,939			42,254			22,213			28,983	(5)
Earnings per share:
	Basic		.67			1.12			.60			.79
	Diluted		.63			1.06			.57			.76

(1)	Includes a $15.5 million pretax gain on sale of 500,000 warrants to purchase common stock of Priceline.com.
(2)	Includes a $9.2 million pretax gain from TLC’s sale of a majority interest in National Leisure Group and The Vacation Store.
(3)	Includes an $8.8 million pretax unrealized gain on the Company’s investment in GetThere.com common stock.
(4)	Includes $16.0 million of non-recurring operating expenses primarily related to the write-down to net realizable value of certain excess expendable parts inventory that will be sold.
(5)	Includes an $11.9 million pretax unrealized gain on the Company’s investment in Priceline common stock and $2.5 million of revenue related to additional Priceline warrants granted to AWA in November 1999.

      Earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share in 2000 and 1999 does not equal the total computed for the year.

16. Segment Disclosures

      Holdings is one reportable operating segment. Accordingly, the segment reporting financial data required by SFAS No. 131 is included in the accompanying balance sheets and statements of income.

50

AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —CONTINUED

17. Subsequent Event

      Codeshare Agreements

      In March 2001 AWA restructured its codeshare agreement with Mesa Airlines to expand regional flying in the western United States under the America West Express banner. AWA also entered into a new partnership with Chautauqua Airlines for regional codesharing as America West Express in the eastern United States. Under these agreements, the America West Express regional fleet will increase to 77 jet aircraft by 2005 with options for further expansion to as many as 129 aircraft. The new regional jets will be used to grow AWA’s service from its three primary hubs in Phoenix, Las Vegas and Columbus, Ohio. In February 2001 AWA also entered into a codeshare agreement with Big Sky Airlines, expanding AWA’s route structure with service to 20 new markets in Montana, Texas, Oklahoma and Arkansas.

51

ITEM 8B. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA —AMERICA WEST AIRLINES, INC. (“AWA”)

      Balance sheets of AWA as of December 31, 2000 and 1999, and the related statements of operations, cash flows and stockholder’s equity for each of the years in the three-year period ended December 31, 2000, together with the related notes and the report of KPMG LLP, independent certified public accountants, are set forth on the following pages.

52

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholder
America West Airlines, Inc.:

      We have audited the accompanying balance sheets of America West Airlines, Inc. as of December 31, 2000 and 1999, and the related statements of operations, cash flows and stockholder’s equity for each of the years in the three-year period ended December 31, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of America West Airlines, Inc. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

KPMG LLP
Phoenix, Arizona
March 28, 2001

53

AMERICA WEST AIRLINES, INC.
Balance Sheets
December 31, 2000 and 1999
(in thousands except share data)

				2000		1999
Assets
Current assets:
	Cash and cash equivalents			$	139,150	$	105,545
	Short-term investments				50,686		15,617
	Accounts receivable, less allowance for doubtful accounts of $1,401 in 2000 and $2,005 in 1999				130,219		102,014
	Advances to parent company and affiliate, net				273,272		248,335
	Expendable spare parts and supplies, less allowance for obsolescence of $5,439 in 2000 and $5,612 in 1999				41,843		49,327
	Prepaid expenses				35,998		33,903
		Total current assets			671,168		554,741
Property and equipment:
	Flight equipment				903,336		801,541
	Other property and equipment				211,922		197,394
	Equipment purchase deposits				93,750		79,399
					1,209,008		1,078,334
	Less accumulated depreciation and amortization				458,616		378,185
					750,392		700,149
Other assets:
	Restricted cash				31,120		31,624
	Reorganization value in excess of amounts allocable to identifiable assets, net				271,906		291,801
	Other assets, net				60,887		85,180
					363,913		408,605
				$	1,785,473	$	1,663,495
Liabilities and Stockholder’s Equity
Current liabilities:
	Current maturities of long-term debt			$	159,667	$	45,171
	Accounts payable				147,661		130,752
	Air traffic liability				183,531		175,528
	Accrued compensation and vacation benefits				35,850		48,227
	Accrued taxes				53,226		54,775
	Other accrued liabilities				35,856		35,462
		Total current liabilities			615,791		489,915
Long-term debt, less current maturities					145,578		155,168
Deferred credits and other liabilities					99,308		105,175
Deferred tax liability, net					42,856		30,768
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				519,748		519,748
	Retained earnings				362,192		362,721
			Total stockholder’s equity		881,940		882,469
				$	1,785,473	$	1,663,495

See accompanying notes to financial statements.

54

AMERICA WEST AIRLINES, INC.
Statements of Operations
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

				2000			1999			1998
Operating revenues:
	Passenger			$	2,179,811		$	2,028,223		$	1,858,551
	Cargo				37,377			41,936			45,551
	Other				73,683			76,796			64,612
			Total operating revenues		2,290,871			2,146,955			1,968,714
Operating expenses:
	Salaries and related costs				556,906			498,490			448,049
	Aircraft rents				331,005			277,326			244,088
	Other rents and landing fees				130,679			122,034			119,089
	Aircraft fuel				373,313			220,380			194,360
	Agency commissions				86,469			114,742			117,483
	Aircraft maintenance materials and repairs				258,432			218,319			182,844
	Depreciation and amortization				54,313			48,442			49,026
	Amortization of reorganization value in excess of amounts allocable to identifiable assets				19,896			19,896			19,896
	Other				492,596			429,425			396,033
			Total operating expenses		2,303,609			1,949,054			1,770,868
Operating income (loss)					(12,738	)		197,901			197,846
Nonoperating income (expenses):
	Interest income				23,706			19,593			20,682
	Interest expense, net				(22,939	)		(29,352	)		(33,807	)
	Gain (loss) on disposition of property and equipment				(2,332	)		1,095			(638	)
	Other, net				29,444			11,737			474
		Total nonoperating income (expenses), net			27,879			3,073			(13,289	)
		Income before income taxes			15,141			200,974			184,557
Income taxes					15,670			84,352			81,541
		Net income (loss)		$	(529	)	$	116,622		$	103,016

See accompanying notes to financial statements.

55

AMERICA WEST AIRLINES, INC.
Statements of Cash Flows
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

				2000			1999			1998
Cash flows from operating activities:
	Net income (loss)			$	(529	)	$	116,622		$	103,016
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			54,313			48,442			49,026
		Amortization of capitalized maintenance			121,031			113,679			89,347
		Amortization of reorganization value			19,896			19,896			19,896
		Amortization of deferred credits			(9,272	)		(7,521	)		(6,798	)
		Other			4,133			2,402			14,009
Changes in operating assets and liabilities:
	Increase in accounts receivable, net				(53,143	)		(147,173	)		(115,471	)
	Decrease (increase) in expendable spare parts and supplies, net				7,484			(18,180	)		(4,012	)
	Decrease (increase) in prepaid expenses				(2,771	)		(387	)		904
	Decrease (increase) in other assets, net				7,891			(24,172	)		43,267
	Increase (decrease) in accounts payable				16,908			28,646			(38,803	)
	Increase (decrease) in air traffic liability				8,004			(20,485	)		22,864
	Increase (decrease) in accrued compensation and vacation benefits				(12,377	)		1,145			10,530
	Increase in accrued taxes				10,539			72,174			51,706
	Increase (decrease) in other accrued liabilities				180			(5,938	)		(705	)
	Increase (decrease) in other liabilities				3,425			950			(7,435	)
			Net cash provided by operating activities		175,712			180,100			231,341
Cash flows from investing activities:
	Purchases of property and equipment				(252,177	)		(293,424	)		(176,337	)
	Sale (purchases) of short-term investments				(35,069	)		11,868			(27,485	)
	Proceeds from sales of property and equipment				38,611			187,197			1,647
	Equipment purchase deposits and other				5,582			(6,250	)		(5,500	)
			Net cash used in investing activities		(243,053	)		(100,609	)		(207,675	)
Cash flows from financing activities
	Proceeds from issuance of debt				143,310			162,074			—
	Repayment of debt				(42,159	)		(239,876	)		(71,495	)
	Acquisition of warrants				—			(3,378	)		(16,175	)
	Other				(205	)		—			(400	)
			Net cash provided by (used in) financing activities		100,946			(81,180	)		(88,070	)
			Net increase (decrease) in cash and cash equivalents		33,605			(1,689	)		(64,404	)
Cash and cash equivalents at beginning of year					105,545			107,234			171,638
Cash and cash equivalents at end of year				$	139,150		$	105,545		$	107,234
Cash, cash equivalents and short-term investments at end of year				$	189,836		$	121,162		$	134,719

See accompanying notes to financial statements.

56

AMERICA WEST AIRLINES, INC.
Statements of Stockholder’s Equity
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands except share data)

	ADDITIONAL
	PAID-IN			RETAINED
	CAPITAL			EARNINGS			TOTAL
Balance at December 31, 1997	$	539,301		$	145,467		$	684,768
Repurchase of 2,906,867 warrants at $5.56 per warrant		(16,175	)		—			(16,175	)
Dividend to Holdings		—			(2,384	)		(2,384	)
Net income		—			103,016			103,016
Balance at December 31, 1998		523,126			246,099			769,225
Repurchase of 377,400 warrants at $8.95 per warrant		(3,378	)		—			(3,378	)
Net income		—			116,622			116,622
Balance at December 31, 1999		519,748			362,721			882,469
Net loss		—			(529	)		(529	)
Balance at December 31, 2000	$	519,748		$	362,192		$	881,940

See accompanying notes to financial statements.

57

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 AND 1998

1. Summary of Significant Accounting Policies

      America West Airlines, Inc. (“AWA”), is a wholly owned subsidiary of America West Holdings Corporation (“Holdings”), a Delaware corporation. Holdings’ primary business activity is ownership of all the capital stock of AWA, the ninth largest commercial airline carrier in the United States serving 63 destinations in the U.S., Canada and Mexico.

(a) Cash, Cash Equivalents and Short-term Investments

      Cash equivalents consist of all highly liquid debt instruments purchased with original maturities of three months or less. Short-term investments consist of cash invested in certain debt securities with original maturities greater than 90 days and less than one year. The debt securities are classified as held to maturity and are carried at amortized cost which approximates fair value.

(b) Expendable Spare Parts and Supplies

      Flight equipment expendable spare parts and supplies are valued at average cost. An allowance for obsolescence is provided, over the estimated useful life of the related aircraft and engines, for spare parts expected to be on hand at the date the aircraft are retired from service. In the fourth quarter of 2000, the Company committed to the disposal of certain excess expendable spare parts inventory with a net book value of approximately $11.0 million. As a result, the Company recorded a non-recurring operating expense of $9.0 million to write down excess inventory to net realizable value.

(c) Property and Equipment

      Property and equipment are recorded at cost. Interest capitalized on advance payments for aircraft acquisitions and on expenditures for aircraft improvements are part of these costs. Interest capitalized for the years ended December 31, 2000, 1999 and 1998 was $9.0 million, $6.1 million and $4.9 million, respectively. Property and equipment is depreciated and amortized to residual values over the estimated useful lives or the lease term, whichever is less, using the straight-line method.

      The estimated useful lives for AWA’s ground property and equipment range from three to 12 years for owned property and equipment and up to 22 years for the technical support facility. The estimated useful lives of AWA’s owned aircraft, jet engines, flight equipment and rotable parts range from five to 22 years. Leasehold improvements relating to flight equipment and other property on operating leases are amortized over the life of the lease or the life of the asset, whichever is shorter.

      Effective October 1, 1998, AWA extended the estimated depreciable service lives of certain owned Boeing 737-200 aircraft which have been modified to meet the Federal Aviation Administration’s (“FAA”) Stage III noise reduction requirements. This change increased the average depreciable life by approximately four years and reduced depreciation expense in 2000, 1999 and 1998 by approximately $8.0 million, $8.0 million and $2.0 million, respectively.

      AWA records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired as defined by Statement of Financial Accounting Standards (“SFAS”) No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.”

(d) Restricted Cash

      Restricted cash includes cash deposits securing certain letters of credit.

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AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

(e) Aircraft Maintenance and Repairs

      Routine maintenance and repairs are charged to expense as incurred. The cost of major scheduled airframe, engine and certain component overhauls are capitalized and amortized over the periods benefited and are included in aircraft maintenance materials and repairs expense. Additionally, an accrual for the estimated cost of scheduled airframe and engine overhauls required to be performed on leased aircraft prior to their return to the lessors has been recorded.

(f) Reorganization Value in Excess of Amounts Allocable to Identifiable Assets

      Reorganization value in excess of amounts allocable to identifiable assets is amortized on a straight-line basis over 20 years. Accumulated amortization at December 31, 2000, 1999 and 1998 was $151.8 million, $131.9 million and $112.0 million, respectively. In accordance with SFAS No. 121 and APB Opinion No. 17, AWA assesses the recoverability of this asset based upon expected future undiscounted cash flows and other relevant information.

(g) Frequent Flyer Awards

      AWA maintains a frequent travel award program known as “FlightFund” that provides a variety of awards to program members based on accumulated mileage. The estimated cost of providing the free travel, using the incremental cost method as adjusted for estimated redemption rates, is recognized as a liability and charged to operations as program members accumulate mileage.

      AWA also sells mileage credits to companies participating in its FlightFund program, such as hotels, car rental agencies and credit card companies. Revenue from the sale of mileage credits is deferred and recognized when transportation is provided.

(h) Deferred Credit-Operating Leases

      Rents for operating leases were adjusted to fair market value when AWA emerged from bankruptcy in 1994. The net present value of the difference between the stated lease rates and the fair market rates has been recorded as a deferred credit in the accompanying balance sheets. The deferred credit will be increased through charges to interest expense and decreased on a straight-line basis as a reduction in rent expense over the applicable lease periods. At December 31, 2000 and 1999, the unamortized balance of the deferred credit was $65.6 million and $72.2 million, respectively.

(i) Passenger Revenue

      Passenger revenue is recognized when transportation is provided. Ticket sales for transportation which has not yet been provided are recorded as air traffic liability. Passenger traffic commissions and related fees are expensed when the related revenue is recognized. Passenger traffic commissions and related fees not yet recognized are included as a prepaid expense.

(j) Advertising Costs

      AWA expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2000, 1999 and 1998 was $18.7 million, $14.4 million and $16.2 million, respectively.

(k) Income Taxes

      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

59

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

(l) New Accounting Standards

      In June 1998 the Financial Accounting Standards Board issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which established accounting and reporting standards for all derivative instruments and hedging activities. SFAS No. 133 requires recognition of all derivatives as either assets or liabilities in the balance sheet at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment (“fair value hedge”), a hedge of the exposure to variable cash flows of a forecasted transaction (“cash flow hedge”), or a hedge of the foreign currency exposure (“foreign currency hedge”) of a net investment in a foreign operation or a foreign currency-denominated forecasted transaction. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation. In accounting for a fair value hedge, the derivative hedging instrument will be measured at fair value with the mark to fair value being recorded in earnings. In a cash flow hedge, the derivative hedging instrument will be measured at fair value with the effective portion of the gains or losses on the derivative hedging instrument initially being reported in other comprehensive income. In June 1999 the Financial Accounting Standards Board issued SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities —Deferral of the Effective Date of FASB Statement No. 133”, which defers the effective date of SFAS No. 133 to be effective for all fiscal years beginning after June 15, 2000. AWA will adopt SFAS No. 133 in 2001. As of December 31, 2000, the estimated fair value of AWA’s fuel hedging contracts was a net obligation of $2.4 million. See “(b) Fuel Price Risk Management” in Note 5, “Financial Instruments and Risk Management” in Notes to Financial Statements. SFAS No. 133 is not expected to have a material effect on AWA’s results of operations or financial position.

(m) Use of Estimates

      Management of AWA has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

(n) Reclassification

      Certain reclassifications have been made to the prior years’ financial statements to conform to the current year’s presentation.

2. Long-Term Debt

      Long-term debt at December 31 consists of the following:

	2000		1999
	(in thousands)
Secured
Notes payable, primarily fixed interest rates of 10.75% to 10.79%, averaging 10.78%, installments due 2001 through 2008	$	77,376	$	87,245
Revolving credit facility, floating interest rates of three month LIBOR + 2.50%, averaging 9.125%, interest only due through 2003 (a)		111,310		—
		188,686		87,245
Unsecured
10 3/4% Senior Unsecured Notes, face amount of $50 million, interest only payment until due in 2005 (b)		49,028		48,820
Notes payable, interest rates of 90-day LIBOR +1.25%, averaging 7.97%, installments due through 2001		38,500		35,000
Industrial development bonds, face amount of $29.3 million, fixed interest rate of 6.3% due 2023 (c)		29,020		29,008
Other		11		266
		116,559		113,094
Total long-term debt		305,245		200,339
Less: current maturities		159,667		45,171
	$	145,578	$	155,168

60

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

 

(a)

In December 1999 AWA entered into a $125 million senior secured revolving credit facility with a group of financial institutions that has a three-year term. Borrowings under this credit facility will accrue interest at either the “base rate” (prime rate or the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate) or the “adjusted eurodollar rate” (LIBOR rate adjusted for certain reserve requirements in respect to “Eurodollar liabilities”) plus the applicable margin based on Moody’s rating of AWA’s senior unsecured notes. The credit agreement is secured by certain assets of AWA. As of December 31, 2000, AWA had drawn $111.3 million against its available line of credit. AWA subsequently repaid $50 million in February 2001 and $15 million in March 2001.

(b)

The 10 3/4% Senior Unsecured Notes mature on September 1, 2005 and interest is payable in arrears semi-annually. The 10 3/4% Senior Unsecured Notes may be redeemed at the option of the Company on or after September 1, 2000 at any time in whole or from time to time in part, at a redemption price equal to the following percentage of principal redeemed, plus accrued and unpaid interest to the date of redemption, if redeemed during the 12-month period beginning:

September 1,	Percentage
2000		105.375	%
2001		103.583	%
2002		101.792	%
2003 and thereafter		100.000	%

(c) The industrial development revenue bonds are due April 2023. Interest at 6.3% is payable semiannually (April 1 and October 1). The bonds are subject to optional redemption prior to the maturity date on or after April 1, 2008, in whole or in part, on any interest payment date at the following redemption prices: 102 percent on April 1 or October 1, 2008; 101 percent on April 1 or October 1, 2009; and 100 percent on April 1, 2010 and thereafter.

      Secured financings totaling $188.7 million are collateralized by assets, primarily aircraft, engines, simulators and rotable aircraft parts, with a net book value of $286.3 million at December 31, 2000.

      At December 31, 2000, the estimated maturities of long-term debt are as follows:

	(in thousands)
2001		159,667
2002		9,674
2003		9,674
2004		8,989
2005		58,303
Thereafter		58,938
	$	305,245

      Certain of AWA’s long-term debt agreements contain minimum cash balance requirements, leverage ratios, coverage ratios, limitations on investments and restricted payments including cash dividends, and other financial covenants with which AWA was in compliance at December 31, 2000.

3. Capital Stock

      Warrants

      On August 25, 1994, AWA issued approximately 10.4 million warrants to purchase Class B Common Stock with an exercise price of $12.74 per share. The warrants were exercisable by the holders any time before August 25, 1999 and 10.4 million shares of Class B Common Stock were reserved for the exercise of these warrants. As part of the holding company formation transaction that was effective December 31, 1996, the AWA warrants became rights to acquire shares of Holdings Class B Common Stock. AWA made arrangements for the issuance of Holdings Class B Common Stock upon the exercise of such warrants by purchasing an option from Holdings to acquire such stock. AWA issued a $62.4 million note payable to Holdings due December 31, 2005 with an interest rate of 11%. Subsequently, Holdings made a capital contribution to AWA by issuing a note payable to AWA for $62.4 million due December 31, 2045 with an interest rate of 10 7/8%. AWA has the right on December 31, 2005 to repay all or a

61

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

portion of the then outstanding principal balance of its note payable by offsetting by an equal amount the then outstanding principal balance of its note receivable and thus, these notes have been offset in the accompanying financial statements in accordance with applicable accounting standards.

      Approximately 7.4 million warrants were repurchased by AWA for approximately $51.0 million and approximately 2.6 million warrants were exercised at $12.74 per share. The balance of unexercised warrants expired and were cancelled on August 25, 1999.

      Common Stock

      The holders of common stock are entitled to one vote for each share of stock held by the holder. Holders of common stock have no right to cumulate their votes in the election of directors. The holders of common stock are entitled to receive, when and if declared by the Board of Directors, out of the assets of AWA which are by law available, dividends payable either in cash, in stock or otherwise. Holdings’ Class B Common Stock is listed on the New York Stock Exchange.

4. Employee Benefit Plan

      AWA has a 401(k) defined contribution plan, covering essentially all employees of AWA. Participants may contribute from 1 to 15% of their pretax earnings to a maximum of $10,500 in 2000. AWA’s matching contribution is determined annually by the Board of Directors. AWA’s contribution expense to the plan totaled $8.9 million, $7.4 million and $6.8 million in 2000, 1999 and 1998, respectively.

5. Financial Instruments and Risk Management

(a) Fair Value of Financial Instruments

      Cash Equivalents, Short-term Investments and Receivables

      The carrying amount approximates fair value because of the short-term nature of these instruments.

      Investment in Equity Securities

      AWA owns approximately 77,000 depository certificates which are convertible, subject to certain restrictions, into the common stock of Equant N.V. (“Equant”). The estimated fair value of these depository certificates as of December 31, 2000 and 1999 was approximately $2.0 million and $8.6 million, respectively, based upon the publicly traded market value of Equant common stock. The fair value of AWA’s investment in the depository certificates is not readily determinable (i.e., the depository certificates are not traded on a securities exchange). Accordingly, the investment is carried at cost, which was not material as of December 31, 2000 or 1999.

      Warrants

      AWA is the holder of warrants in a number of on-line ventures that are not yet public. The fair value of these warrants is not readily determinable. Accordingly, the investment is carried at cost, which was not material at December 31, 2000 or 1999.

      Long-term Debt

      At December 31, 2000 and 1999, the fair value of long-term debt was approximately $305 million and $200 million, respectively, based on quoted market prices for the same or similar debt including debt of comparable remaining maturities.

62

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

(b) Fuel Price Risk Management

      Under its fuel hedging program, AWA may enter into certain hedging transactions with approved counterparties for a period generally not exceeding 12 months. Gains and losses on such transactions are recorded as adjustments to fuel expense when the underlying fuel being hedged is used. As of December 31, 2000, AWA had entered into fixed price swap and costless collar transactions hedging approximately 12% of its projected 2001 fuel requirements. The fair value of the Company’s financial derivative instruments at December 31, 2000 was a net obligation of approximately $2.4 million. For further details of AWA’s fuel hedge positions at December 31, 2000 see “Quantitative and Qualitative Disclosures about Market Risk” and “New Accounting Standards” in Note 1.

      AWA is exposed to credit risks in the event any counterparty fails to meet its obligations. AWA does not anticipate such non-performance as counterparties are selected based on credit ratings, exposure to any one counterparty is limited based on formal guidelines and the relative market positions with such counterparties are closely monitored.

(c) Concentration of Credit Risk

      AWA does not believe it is subject to any significant concentration of credit risk. Most of AWA’s receivables result from tickets sold to individual passengers through the use of major credit cards or to tickets sold by other airlines and used by passengers on AWA. These receivables are short-term, generally being settled shortly after the sale.

6. Income Taxes

      AWA recorded income tax expense (benefit) as follows:

			Year Ended December 31,
			2000		1999		1998
			(in thousands)
Current:
	Federal		$	2,296	$	22,983	$	29,322
	State			284		3,161		4,959
		Total current		2,580		26,144		34,281
Deferred:				13,090		58,208		47,260
Total income tax expense			$	15,670	$	84,352	$	81,541

      AWA’s emergence from bankruptcy reorganization in 1994 and the associated implementation of fresh start reporting gave rise to significant items of expense for financial reporting purposes that are not deductible for income tax purposes. In large measure, it is these nondeductible (for income tax purposes) expenses and state income taxes that result in an effective tax rate (for financial reporting purposes) significantly greater than the current U.S. corporate statutory rate of 35%. Nevertheless, AWA’s actual cash income tax liability (i.e., current income taxes payable) is considerably lower than income tax expense shown for financial reporting purposes. This difference in financial expense compared to actual income tax liability is in part attributable to the utilization of certain tax attributes of the predecessor company that serve to reduce AWA’s actual income tax liability.

      Income tax expense differs from amounts computed at the federal statutory income tax rate as follows:

63

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

		Year Ended December 31,
		2000			1999		1998
		(in thousands)
Income tax expense at U.S. statutory rate		$	5,299		$	70,341	$	64,595
State income taxes, net of federal income tax benefit			1,045			6,418		7,431
Nondeductible amortization of reorganization value in excess of amounts allocable to identifiable assets			6,963			6,964		6,964
Change in valuation allowance			(1,419	)		—		—
Expired tax credits			1,419			—		—
Other, net			2,363			629		2,551
	Total	$	15,670		$	84,352	$	81,541

      As of December 31, 2000, AWA has available net operating loss carryforwards (“NOL”), business tax credit carryforwards and alternative minimum tax credit carryforwards for federal income tax purposes of approximately $147.1 million, $10.3 million and $1.3 million, respectively. The NOL expire during the years 2005 through 2009 while the business credit carryforwards expire during the years 2001 through 2006. However, such carryforwards are not fully available to offset federal (and in certain circumstances, state) alternative minimum taxable income. Further, as a result of a statutory “ownership change” (as defined for purposes of Section 382 of the Internal Revenue Code) that occurred as a result of AWA’s reorganization in 1994, AWA’s ability to utilize its NOL and business tax credit carryforwards may be restricted. The alternative minimum tax credit may be carried forward without expiration and is available to offset future income tax payable.

      Composition of Deferred Tax Items:

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, the significant components of AWA’s deferred tax assets and liabilities are a result of the temporary differences related to the items described as follows:

					2000			1999
					(in thousands)
Deferred income tax liabilities
	Property and equipment, principally depreciation and “fresh start” differences				$	(107,816	)	$	(101,666	)
	Other					—			(5,331	)
			Total deferred tax liabilities		$	(107,816	)	$	(106,997	)
Deferred tax assets
	Aircraft leases					17,267			18,718
	Frequent flyer accrual					5,469			4,790
	Net operating loss carryforwards					55,150			68,301
	Tax credit carryforwards					11,271			12,968
	Other					2,931			—
			Total deferred tax assets			92,088			104,777
		Valuation allowance				(27,128	)		(28,548	)
						64,960			76,229
				Net deferred tax liability	$	(42,856	)	$	(30,768	)

      The change in net deferred tax liability differs from current year deferred income tax expense due to the Alternative Minimum Tax credit carryforward of approximately $1.0 million.

      Statement of Financial Accounting Standards (“SFAS”), No. 109, Accounting for Income Taxes requires a “more likely than not” criterion be applied when evaluating the realizability of a deferred tax asset. The valuation allowance of $27.1 million is necessary because at this time AWA has not determined it is more likely than not that the balance of the deferred tax assets will be fully realized. AWA continues to monitor the valuation allowance and will make adjustments as appropriate. If in future tax periods, AWA were to recognize additional tax benefits related to items attributable to the predecessor company such as net operating loss and other carryforwards, such benefits would be applied to reduce further reorganization value in excess of amounts allocable to identifiable assets.

64

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

7. Supplemental Information to Statements of Cash Flows

      Supplemental disclosure of cash flow information and non-cash investing and financing activities were as follows:

		Year Ended December 31,
		2000		1999		1998
		(in thousands)
Non-cash transactions:
	Notes payable issued for equipment purchase deposits	$	42,000	$	35,000	$	45,500
	Notes payable canceled under the aircraft purchase agreement		38,500		45,500		12,596
Cash transactions:
	Interest paid, net of amounts capitalized		11,536		19,920		22,184
	Income taxes paid		2,852		3,677		20,963

8. Investments in Debt Securities

      Cash equivalents and short-term investments as of December 31 are classified as follows:

		2000		1999
		(in thousands)
Corporate notes			163,941		65,169
Money market funds			25,895		47,507
Other debt securities			—		8,486
	Total cash equivalents and short-term investments	$	189,836	$	121,162

9. Non-Operating Income (Expense) —Other, Net

      In March 2000 AWA sold 500,000 warrants to purchase common stock of Priceline.com, Inc. for approximately $18.0 million, resulting in a pretax gain of approximately $15.5 million.

      In September 2000 AWA recorded an $8.8 million pretax unrealized gain on the Company’s investment in one million shares of GetThere.com common stock. AWA sold all one million shares of GetThere.com for approximately $17.8 million in October 2000.

      In December 1999 AWA recorded an $11.9 million pretax unrealized gain on the Company’s investment in Priceline.com common stock. AWA sold all 294,109 shares of Priceline.com for approximately $15.1 million in January 2000.

10. Commitments and Contingencies

(a) Leases

      As of December 31, 2000, AWA had 127 aircraft under operating leases with remaining terms ranging from one year to approximately 22 years. AWA has options to purchase certain of the aircraft at fair market values at the end of the lease terms. Certain of the agreements require security deposits, minimum return provisions and maintenance reserve payments. AWA also leases certain terminal space, ground facilities and computer and other equipment under noncancelable operating leases.

      At December 31, 2000, the scheduled future minimum cash rental payments under noncancelable operating leases with initial terms of more than one year are as follows:

65

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

	(in thousands)
2001	$	369,136
2002		335,749
2003		283,278
2004		235,365
2005		220,219
Thereafter		1,819,443
	$	3,263,190

      Rent expense (excluding landing fees) was approximately $427 million, $365 million and $330 million for the years ended December 31, 2000, 1999 and 1998, respectively.

      Collectively, the operating lease agreements require security deposits with lessors of $27.9 million and bank letters of credit of $18.5 million. The letters of credit are collateralized by $18.5 million of restricted cash as of December 31, 2000.

(b) Revenue Bonds

      In June 1999 Series 1999 special facility revenue bonds (“new bonds”) were issued by a municipality to fund the retirement of the Series 1994A bonds (“old bonds”) and the construction of a new concourse with 14 gates at Terminal 4 in Phoenix Sky Harbor International Airport in support of AWA’s strategic growth plan. The new bonds are due June 2019 with interest accruing at 6.25% per annum payable semiannually on June 1 and December 1, commencing on December 1, 1999. The new bonds are subject to optional redemption prior to the maturity date on or after June 1, 2009 in whole or in part, on any interest payment date at the following redemption prices: 101% on June 1 or December 1, 2009; 100.5% on June 1 or December 1, 2010; and 100% on June 1, 2011 and thereafter.

(c) Aircraft Acquisitions

      At December 31, 2000, AWA had firm commitments to AVSA for a total of 15 Airbus A318-100, 13 Airbus A319-100 and 11 Airbus A320-200 aircraft with delivery through 2004 at a cost of approximately $1.5 billion. The agreement also includes options to purchase an additional 17 A320 family aircraft during 2005 through 2006 and purchase rights for an additional 25 A320 series aircraft for delivery in 2007 to 2008.

      AWA has an agreement with International Aero Engines (“IAE”) which provides for the purchase by AWA of seven new V2500-A5 spare engines scheduled for delivery through 2003 for use on certain of the A320 fleet. At December 31, 2000, the seven engines have an estimated aggregate cost of $31 million.

      The following table reflects estimated cash payments under the aircraft and engine purchase contracts. Actual payments may vary due to inflation factor adjustments and changes in the delivery schedule of the equipment. The estimated cash payments include progress payments that will be made in cash, as opposed to being financed under an existing progress payment financing facility.

	(in thousands)
2001	$	446,080
2002		153,747
2003		387,116
	$	986,943

      In July 2000 America West Airlines 2000-1 Pass Through Trusts issued $253.3 million of Pass Through Trust Certificates in connection with the financing of eight Airbus A319 aircraft and two Airbus A320 aircraft to be purchased from AVSA. The Pass Through Trust Certificates are not direct obligations of, nor guaranteed by, AWA. The combined effective interest rate on the financing is 8.49%. Six A319 and one A320 aircraft that are the subject of this financing were delivered in 2000. The remaining three aircraft were delivered in the first quarter of 2001.

66

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

(d) Sale/Leaseback Transaction

      In June 2000 AWA borrowed $32.0 million from a foreign bank to fund the acquisition of one new A320 aircraft. In July 2000 AWA entered into a sale/leaseback transaction whereby the Company sold this aircraft for approximately the acquisition cost. The aircraft is being leased back from the purchaser for approximately 22 years and is being accounted for as an operating lease.

      In August 1999, AWA entered into a sale/leaseback transaction whereby the Company sold five Boeing 737-300 aircraft and one Boeing 757-200 aircraft for approximately $114 million. To complete this transaction, the Company paid approximately $49.3 million to retire mortgage debt outstanding on the aircraft. The aircraft are being leased back from the purchaser for approximately six years. The sale resulted in a $9.2 million gain for AWA, which was deferred and is being amortized over the lease term as a reduction in rent expense. The related lease is being accounted for as an operating lease. The average annual lease payments, over the life of the leases, are $15.5 million.

(e) Contingent Legal Obligations

      Holdings and AWA are named defendants in a number of additional lawsuits and proceedings arising in the ordinary course of business. While the outcome of the contingencies, lawsuits or other proceedings cannot be predicted with certainty, management currently expects that any liability arising from such matters, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on the financial condition and results of operations of AWA.

11. Advances to Parent Company and Affiliate

      As of December 31, 2000, AWA had net advances to Holdings of $253.2 million. In addition, AWA had net advances of $20.1 million to TLC, a wholly owned subsidiary of Holdings.

12. Related Party Transactions

      AWA has entered into various aircraft leasing arrangements with AerFi Group plc (“AerFi”), formerly GPA Group plc, at terms comparable to those obtained from third parties for similar transactions. William A. Franke, the Company’s Chairman and CEO, was a director and, indirectly, a minor shareholder of AerFi. In addition, an affiliate of TPG purchased a large minority stake in AerFi in November 1998 and had three representatives serving on AerFi’s five-member Board of Directors. AerFi was acquired by AirFinance B.V. in November 2000 and Mr. Franke and the TPG affiliate disposed of all share interests in AerFi at that time. Mr. Franke and the representatives of the TPG affiliate also resigned from their board positions at that time. AWA currently leases four aircraft from AerFi and the rental payments for such leases amounted to $14.8 million, $14.8 million and $19.2 million for the years ended December 31, 2000, 1999 and 1998, respectively. As of December 31, 2000, AWA was obligated to pay approximately $177.1 million under the AerFi leases which expire at various dates through the year 2013.

      AerFi and AWA also entered into a Put Termination Agreement which terminated arrangements with AerFi pursuant to which AerFi could cause AWA to lease up to four additional aircraft prior to June 30, 1999. Pursuant to the Put Termination Agreement, AWA is obligated to make certain payments to the U.S. subsidiaries of AerFi (“AerFi Subs”). The payments due to the AerFi Subs under the Put Termination Agreement were approximately $1.9 million for each of the years 2000, 1999 and 1998.

      As part of AWA’s reorganization in 1994, Continental Airlines made an investment in AWA, and AWA entered into an alliance agreement related to codesharing arrangements and ground handling operations. AWA paid Continental approximately $32.4 million, $31.7 million and $27.8 million and also received approximately $25.5 million, $24.5 million and $20.5 million in 2000, 1999 and 1998, respectively, from Continental pursuant to these agreements.

67

AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

      In December 2000 Continental Airlines sold to the Company all 158,569 shares of Class A common stock of the Company held by Continental. Continental also assigned to the Company its rights of first refusal held by Continental with respect to shares of Class A common stock owned by TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P. (collectively, the “TPG Parties”) under a Priority Distribution Agreement originally entered into between Continental and the TPG Parties in 1994. As consideration, America West paid Continental $10.8 million with respect to these transactions. As an inducement for the TPG Parties to consent to the transfer of the rights of first refusal, the Company has agreed not to exercise its rights of first refusal with respect to any of the Class A common stock held by the TPG Parties but retains its rights of first refusal with respect to any subsequent transfer proposed by any third party who acquires such shares. Additionally, the Company's rights of first refusal will terminate in the event William A. Franke ceases to be the Chairman of the Company. The payment was accounted for in 2000 as a reduction in shareholders’ equity.

      AWA provides air transportation and certain administrative services to The Leisure Company, a wholly owned subsidiary of Holdings that was formed on January 1, 1998. The cost of air transportation and administrative services are negotiated on an arms length basis. AWA had net air transportation sales to TLC of $55.3 million, $54.8 million and $61.6 million, and also received $1.3 million, $1.6 million and $1.9 million in 2000, 1999 and 1998, respectively, under the services agreement.

13. Quarterly Financial Data (Unaudited)

      Summarized quarterly financial data for 2000 and 1999 follows (in thousands of dollars):

	1st			2nd			3rd			4th
	Quarter			Quarter			Quarter			Quarter
2000
Operating revenues	$	544,888		$	604,810		$	578,457		$	562,716
Operating income (loss)		11,853			49,277			(920	)		(72,948	)
Nonoperating income (expense), net		15,476			(322	)		10,097			2,628
Income tax benefit (expense)		(11,821	)		(20,678	)		(9,926	)		26,755
Net income (loss)		15,508	(1)		28,277			(749	)(2)		(43,565	)(3)

	1st			2nd			3rd			4th
	Quarter			Quarter			Quarter			Quarter
1999
Operating revenues	$	506,462		$	554,193		$	533,894		$	552,406
Operating income		48,889			74,059			38,848			36,105
Nonoperating income (expense), net		(4,098	)		(164	)		(2,702	)		10,037
Income tax expense		(19,885	)		(32,351	)		(14,831	)		(17,285	)
Net income		24,906			41,544			21,315			28,857	(4)

(1)	Includes a $15.5 million pretax gain on sale of 500,000 warrants to purchase common stock of Priceline.com.
(2)	Includes an $8.8 million pretax unrealized gain on the Company’s investment in GetThere.com common stock.
(3)	Includes $16.0 million of non-recurring operating expenses primarily related to the write-down to net realizable value of certain excess expendable parts inventory that will be sold.
(4)	Includes an $11.9 million pretax unrealized gain on the Company’s investment in Priceline common stock and $2.5 million of revenue related to additional Priceline warrants granted to AWA in November 1999.

14. Segment Disclosures

      AWA is one reportable operating segment. Accordingly, the segment reporting financial data required by SFAS No. 131 is included in the accompanying balance sheets and statements of income.

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AMERICA WEST AIRLINES, INC.
NOTES TO FINANCIAL STATEMENTS — CONTINUED

15. Subsequent Event

      Codeshare Agreements

      In March 2001 AWA restructured its codeshare agreement with Mesa Airlines to expand regional flying in the western United States under the America West Express banner. AWA also entered into a new partnership with Chautauqua Airlines for regional codesharing as America West Express in the eastern United States. Under these agreements, the America West Express regional fleet will increase to 77 jet aircraft by 2005 with options for further expansion to as many as 129 aircraft. The new regional jets will be used to grow AWA’s service from its three primary hubs in Phoenix, Las Vegas and Columbus, Ohio. In February 2001 AWA also entered into a codeshare agreement with Big Sky Airlines, expanding AWA’s route structure with service to 20 new markets in Montana, Texas, Oklahoma and Arkansas.

69

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

KPMG LLP served as the Company’s and AWA's independent auditors for the fiscal years ended December 31, 2000, 1999, and 1998. The Company’s contract for services with KPMG LLP expired upon completion of the 2000 audit, and on March 29, 2001, the Company notified KPMG LLP that it had approved the engagement of PricewaterhouseCoopers as its independent auditors for the Company and AWA for the fiscal year ended December 31, 2001. The decision to change independent auditors was not made as the result of a disagreement of any kind. The change was recommended by the Holdings Audit Committee and approved by the Board of Directors of Holdings and AWA.

The audit reports of KPMG LLP on Holdings’ consolidated balance sheets and on AWA’s balance sheets as of December 31, 2000 and 1999 and the related statements of income, cash flows and stockholders’ equity for Holdings and statements of operations, cash flows and stockholders’ equity for AWA for each of the years in the three year period ended December 31, 2000 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the fiscal years ended December 31, 2000, 1999, and 1998 and the interim periods subsequent to December 31, 2000 through March 29, 2001, there were no disagreements between Holdings or AWA and KPMG LLP as to any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, which such disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such periods within the meaning of Item 304(a)(1)(iv) of Regulation S-K. During the fiscal years ended December 31, 2000, 1999 and 1998 and the interim periods subsequent to December 31, 2000 through March 29, 2001, there have been no reportable events (as defined in Item 304(a)(1)(iv) of Regulation S-K).

Holdings and AWA have not consulted with PricewaterhouseCoopers prior to its engagement regarding the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the financial statements of Holdings or AWA or any matter that was either the subject of disagreement or a reportable event within the meaning of Item 304(a)(1) of Regulation S-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information respecting continuing directors and nominees of the Company is set forth under the caption “Election of Directors” in Holdings’ Proxy Statement relating to its 2001 Annual Meeting of Stockholders and is incorporated by reference into this Form 10-K Report. The Proxy Statement will be filed with the Securities and Exchange Commission in accordance with Rule 14a-6(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). With the exception of the foregoing information and other information specifically incorporated by reference into this Form 10-K Report, the Proxy Statement is not being filed as a part hereof. Information respecting executive officers of Holdings is set forth at Part I of this Report.

      Information respecting compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated by references into this Form 10-K Report.

ITEM 11. EXECUTIVE COMPENSATION

      Information concerning executive compensation required by Item 11 is set forth under the captions “Executive Compensation”, “Stock Option Grants and Exercises”, “Employment Agreements” and “Compensation Committee Interlocks” in the Proxy Statement and is incorporated by reference into this Form 10-K Report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Information concerning security ownership of certain beneficial owners and management required by Item 12 is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement and is incorporated by reference into this Form 10-K Report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information concerning certain relationships and related transactions required by Item 13 is set forth under the captions “Employment Agreements” and “Certain Transactions” in the Proxy Statement and is incorporated by reference into this Form 10-K Report.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements

      The following financial statements and the Independent Auditors’ Reports are filed in Part II, Item 8A and 8B of this report on the pages indicated:

      America West Holdings Corporation

      Independent Auditors’ Report —page 31.

      Consolidated Balance Sheets —December 31, 2000 and 1999 —page 32.

      Consolidated Statements of Income-Years ended December 31, 2000, 1999 and 1998 —page 33.

      Consolidated Statements of Cash Flows-Years ended December 31, 2000, 1999 and 1998 —page 34.

      Consolidated Statements of Stockholders’ Equity-Years ended December 31, 2000, 1999 and 1998 —page       35.

      Notes to Consolidated Financial Statements —page 36.

      America West Airlines, Inc.

      Independent Auditors’ Report —page 53.

      Balance Sheets —December 31, 2000 and 1999 —page 54.

      Statements of Operations —Years ended December 31, 2000, 1999 and 1998 —page 55.

      Statements of Cash Flows —Years ended December 31, 2000, 1999 and 1998 —page 56.

      Statements of Stockholder’s Equity —Years ended December 31, 2000, 1999 and 1998 —page 57.

      Notes to Financial Statements —page 58.

(b) Reports on Form 8-K

Holdings filed a Report on Form 8-K dated December 6, 2000 furnishing under Item 9 a press release, dated December 6, 2000, setting forth certain data regarding AWA’s fleet plan, unit costs, operating statistics, fuel and performance statistics.

(c) Exhibits

Exhibit
Number	Title
2.2	Agreement and Plan of Merger, dated as of December 19, 1996, by and among America West Holdings Corporation (“Holdings”), America West Airlines, Inc. (“AWA”) and AWA Merger, Inc., with an effective date and time as of midnight on December 31, 1996 —Incorporated by reference to Exhibit 2.1 to Holdings’ Registration Statement on Form 8-B dated January 13, 1997.
3.1	Restated Certificate of Incorporation of AWA (included in Exhibit 2.2 above).

71

Exhibit
Number	Title
*3.2	Restated Bylaws of AWA.
3.3	Certificate of Incorporation of Holdings (filed with the Secretary of State of the State of Delaware on December 13, 1996) —Incorporated by reference to Exhibit 3.1 of Holdings’ Registration Statement on Form 8-B dated January 13, 1997.
*3.4	Restated bylaws of Holdings.
4.1	Indenture for 10 3/4% Senior Unsecured Notes due 2005 —Incorporated by reference to Exhibit 4.1 to AWA’s Form S-4 (No. 33-61099).
4.2	Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).
4.7	Stock Option Agreement, dated effective as of December 31, 1996, between Holdings and AWA —Incorporated by reference to Exhibit 4.5 to Holdings’ Registration Statement on Form 8-B dated January 13, 1997.
4.8	Registration Rights Agreement, dated as of August 25, 1994, among AWA, AmWest Partners, L.P. and other holders —Incorporated by reference to Exhibit 4.6 to the AWA’s Current Report on Form 8-K dated August 25, 1994.
4.9	Assumption of Certain Obligations Under Registration Rights Agreement executed by Holdings for the benefit of TPG Partners, L.P., TPG Parallel 1, L.P., Air Partners II, L.P., Continental Airlines, Inc., Mesa Airlines, Inc., Lehman Brothers, Inc., Belmont Capital Partners II, L.P. and Belmont Fund, L.P. —Incorporated by reference to Exhibit 4.7 to Holdings’ Registration Statement on Form 8-B dated January 13, 1997.
4.10	Form of Pass Through Trust Agreement, dated as of November 26, 1996, between AWA and Fleet National Bank, as Trustee —Incorporated by reference to Exhibit 4.1 to AWA’s Report on Form 8-K dated November 26, 1996.
4.12	Form of Pass Through Trust Agreement, dated as of June 17, 1997, between AWA and Fleet National Bank, as Trustee —Incorporated by reference to Exhibit 4.5 to AWA’s Registration Statement on Form S-3 (No. 33-327351).
4.13	Forms of Pass Through Trust Agreements, dated as of October 6, 1998, between AWA and Wilmington Trust Company, as Trustee —Incorporated by reference to Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to AWA’s Registration Statement on Form S-4 (No. 333-71615).
4.14	Pass Through Trust Agreements, dated as of September 21, 1999, between AWA and Wilmington Trust Company, as Trustee, made with respect to the formation of America West Airlines Pass Through Trusts, Series 1999-1G-S, 1999-1G-O, 1999-1C-S and 1999-1C-O and the issuance of 7.93% Initial Pass Through Certificates Series 1999-1G-S and 1999-1G-O, and 8.54% Initial Pass Through Certificates, Series 1999-1C-S and 1999-1C-O, and 7.93% Exchange Pass Through Certificates, Series 1999-1G-S and 1999-1G-O, and 8.54% Exchange Pass Through Certificates, Series 1999-1C-S and 1999-1C-O —Incorporated by reference to AWA’s Quarterly Report on Form 10-Q for the period ended September 30, 1999.
10.1	Alliance Agreements, dated as of August 25, 1994, between AWA and Continental Airlines, Inc. including the Master Ground Handling Agreement, the Reciprocal Frequent Flyer Participation Agreement, the Code Sharing Agreement, the Cargo Special Pro-Rate Agreement, the Reciprocal Club Usage Agreement and the Memorandum of Understanding Concerning Technology Transfers-Incorporated by reference to Exhibit 10.12 to AWA’s Current Report on Form 8-K dated August 25, 1994.

72

Exhibit
Number	Title
10.11	Airport Use Agreement, dated as of July 1, 1989, among the City of Phoenix, The Industrial Development Authority of the City of Phoenix, Arizona and AWA (“Airport Use Agreement”) —Incorporated by reference to Exhibit 10-D(9) to AWA’s Annual Report on Form 10-K for the year ended December 31, 1989.
10.12	First Amendment to Airport Use Agreement, dated as of August 1, 1990 - - Incorporated by reference to Exhibit 10-(D)(9) to AWA’s Quarterly Report on Form 10-Q for the period ended September 30, 1990.
10.19	Management Rights Agreement, dated as of August 25, 1994, between TPG Partners L.P., TPG Genpar, L.P. and AWA —Incorporated by reference to Exhibit 10.47 to AWA’s Registration Statement on Form S-1 (No. 33-54243), as amended.
10.20(1)	Amended and Restated V2500 Support Contract, dated as of October 7, 1998, between AWA and IAE International Aero Engines AG and Side Letters Nos. 1 and 2 thereto —Incorporated by reference to Exhibit 10.20 to AWA’s Annual Report on Form 10-K for the year ended December 31, 1998.
+10.21	Amended and Restated America West 1994 Incentive Equity Plan - Incorporated by reference to Exhibit 10.21 to AWA’s Annual Report on Form 10-K for the year ended December 31, 1998.
+10.23	Employment Agreement, dated as of February 17, 1998, among Holdings, AWA, The Leisure Company and William A. Franke —Incorporated by reference to Exhibit 10.23 to AWA’s Annual Report on Form 10-K for the year ended December 31, 1998.
10.25(1)	Airbus A320/A319 Purchase Agreement, dated as of September 12, 1997, between AVSA S.A.R.L and AWA including Letter Agreements Nos. 1-10 - Incorporated by reference to Exhibit 10.26 to Holdings’ Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
10.26	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 —Incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
10.28(1)	Amendment No. 1, dated as of March 31, 1998, to the Airbus A320/A319 Purchase Agreement, dated as of September 12, 1997, between AVSA S.A.R.L. and AWA —Incorporated by reference to Exhibit 10.28 to Holdings’ Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
10.29	Financing Agreement, dated as of April 1, 1998, between the Industrial Development Authority of the City of Phoenix, Arizona and AWA - - Incorporated by reference to Exhibit 10.29 to Holdings’ Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
10.30	Indenture of Trust, dated as of April 1, 1998, from the Industrial Development Authority of the City of Phoenix, Arizona to Norwest Bank, Arizona N.A. —Incorporated by reference to Exhibit 10.30 to Holdings’ Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
10.31	Amendment No. 1 to Code Sharing Agreement, dated as of June 29, 1994, between AWA and Continental Airlines, Inc. —Incorporated by reference to Exhibit 10.31 to AWA’s Annual Report on Form 10-K for the year ended December 31, 1998.
10.32(1)	Amendment No. 2, dated as of December 9, 1998, to the Airbus A320/A319 Purchase Agreement, dated as of September 12, 1997, between AVSA S.A.R.L. and AWA —Incorporated by reference to Exhibit 10.32 to AWA’s Annual Report on Form 10-K for the year ended December 31, 1998.

73

Exhibit
Number	Title
+10.33	Amendment to Employment Agreement, dated as of January 15, 1999, among Holdings, AWA, The Leisure Company and William A. Franke —Incorporated by reference to Exhibit 10.33 to AWA’s Annual Report on Form 10-K for the year ended December 31, 1998.
10.34	Second Amendment to Airport Use Agreement, dated as of August 25, 1995 —Incorporated by reference to Exhibit 10.34 to AWA’s Annual Report on Form 10-K for the year ended December 31, 1998.
10.35	Indenture of Trust, dated as of June 1, 1999, from The Industrial Development Authority of the City of Phoenix, Arizona to Bank One Arizona, N.A. —Incorporated by reference to Exhibit 10.35 to AWA’s Quarterly Report on Form 10-Q for the period ended June 30, 1999.
10.36(1)	Amendment No. 3, dated as of October 14, 1999, to the Airbus A320/319 Purchase Agreement, dated as of September 12, 1997, between AVSA, S.A.R.L. and America West and Letter Agreement Nos. 1 —8 thereto - - Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
+10.37	Second Amendment to Employment Agreement, dated as of January 1, 2000, by and among Holdings, AWA, TLC and William A. Franke —Incorporated by reference to Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
10.38(1)	Amendment No. 4, dated as of July 1, 2000, to the Airbus A320/319 Purchase Agreement, dated as of September 12, 1997, between AVSA S.A.R.L. and AWA —Incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
10.39(1)	Amendment No. 5, dated as of October 12, 2000, to the Airbus A320/319 Purchase Agreement, dated as of September 12, 1997, between AVSA S.A.R.L. and AWA —Incorporated by reference to Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
*10.40	Purchase Agreement, dated as of December 27, 2000, between Holdings, AWA and Continental Airlines, Inc., including Letter Agreement.
10.41	Priority Distribution Agreement, dated as of August 25, 1994, between TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P., and Continental Airlines, Inc. —Incorporated by reference to Exhibit 3 to Schedule 13D filed by TPG Partners, L.P. on September 6, 1994.
*10.42	Amendment No. 2 to Code Sharing Agreement, dated as of June 29, 1994, between AWA and Continental Airlines, Inc.
*10.43	Amendment No. 3 to Code Sharing Agreement, dated as of June 29, 1994, between AWA and Continental Airlines, Inc.
*21.1	Subsidiaries of Holdings.
*23.1	Consent of KPMG LLP.
24.1	Power of Attorney, pursuant to which amendments to this Annual Report on Form 10-K may be filed, is included on the signature pages of this Annual Report on Form 10-K.

*	Filed herewith.
+	Represents a management contract or compensatory plan or arrangement.
(1)	The Company has sought confidential treatment for portions of the referenced exhibit.

74

      (d) Financial Statement Schedules

      America West Holdings Corporation

      Independent Auditors’ Report on Schedule and Consent - page 78.

      Schedule II: Valuation and Qualifying Accounts —page 79.

      America West Airlines, Inc.

      Independent Auditors’ Report on Schedule —page 80.

      Schedule II: Valuation and Qualifying Accounts —page 81.

      All other information and schedules have been omitted as not applicable or because the required information is included in the financial statements or notes thereto.

75

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, America West Holdings Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICA WEST HOLDINGS CORPORATION
Date: April 2, 2001	By: /s/ William A. Franke
	William A. Franke,     Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

      We, the undersigned, directors and officers of America West Holdings Corporation, do hereby severally constitute and appoint William A. Franke, W. Douglas Parker and Stephen L. Johnson and each or any of them, our true and lawful attorneys and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each or any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on April 2, 2001.

SIGNATURE	TITLE
/s/ William A. Franke William A. Franke	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ W. Douglas Parker W. Douglas Parker	Executive Vice President and Director
/s/ Thomas K. MacGillivray Thomas K. MacGillivray	Senior Vice President (Principal Financial and Accounting Officer)
/s/ John L. Goolsby John L. Goolsby	Director
/s/ Walter T. Klenz Walter T. Klenz	Director
/s/ Marie L. Knowles Marie L. Knowles	Director
/s/ Richard C. Kraemer Richard C. Kraemer	Director
/s/ Robert J. Miller Robert J. Miller	Director
/s/ Denise M. O’Leary Denise M. O’Leary	Director
/s/ Richard P. Schifter Richard P. Schifter	Director
/s/ Jeffrey A. Shaw Jeffrey A. Shaw	Director
/s/ John F. Tierney John F. Tierney	Director
/s/ J. Steven Whisler J. Steven Whisler	Director

76

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, America West Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICA WEST HOLDINGS CORPORATION
Date: April 2, 2001	By: /s/ William A. Franke
	William A. Franke,     Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

      We, the undersigned, directors and officers of America West Airlines, Inc., do hereby severally constitute and appoint William A. Franke, W. Douglas Parker and Stephen L. Johnson and each or any of them, our true and lawful attorneys and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each or any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on April 2, 2001.

SIGNATURE	TITLE
/s/ William A. Franke William A. Franke	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ W. Douglas Parker W. Douglas Parker	President, Chief Operating Officer and Director
/s/ Thomas K. MacGillivray Thomas K. MacGillivray	Senior Vice President (Principal Financial Officer)
/s/ Michael R. Carreon Michael R. Carreon	Vice President and Controller (Principal Accounting Officer)
/s/ John L. Goolsby John L. Goolsby	Director
/s/ Walter T. Klenz Walter T. Klenz	Director
/s/ Marie L. Knowles Marie L. Knowles	Director
/s/ Richard C. Kraemer Richard C. Kraemer	Director
/s/ Robert J. Miller Robert J. Miller	Director
/s/ Denise M. O’Leary Denise M. O’Leary	Director
/s/ Richard P. Schifter Richard P. Schifter	Director
/s/ Jeffrey A. Shaw Jeffrey A. Shaw	Director
/s/ John F. Tierney John F. Tierney	Director
/s/ J. Steven Whisler J. Steven Whisler	Director

77

INDEPENDENT AUDITORS’ REPORT ON SCHEDULE AND CONSENT

The Board of Directors and Stockholders
America West Holdings Corporation:

      The audits referred to in our report dated March 28, 2001, included the related consolidated financial statement schedule as listed in Item 14(d) for the years ended December 31, 2000, 1999 and 1998, included herein. The consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statement schedule based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

      We consent to incorporation by reference in the Registration Statements (Form S-8 No. 33-60555), (Form S-8 No. 333-26935), (Form S-8 No. 333-70486), (Form S-8 No. 333-94361), (Form S-3 No. 333-51107) and (Form S-3 No. 333-02129) of America West Holdings Corporation of our report dated March 28, 2001, relating to the consolidated balance sheets of America West Holdings Corporation and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, cash flows and stockholders’ equity for each of the years in the three-year period ended December 31, 2000, and the related consolidated financial statement schedule, which report appears in the December 31, 2000, annual report on Form 10-K of America West Holdings Corporation.

KPMG LLP
Phoenix, Arizona
March 28, 2001

78

AMERICA WEST HOLDINGS CORPORATION
Schedule II-Valuation and Qualifying Accounts
For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

		Balance at						Balance
		Beginning						at End
Description		of Period		Additions		Deductions		of Period
Allowance for doubtful receivables:
	Year ended December 31, 2000	$	2,453	$	3,223	$	3,882	$	1,794
	Year ended December 31, 1999	$	3,545	$	3,188	$	4,280	$	2,453
	Year ended December 31, 1998	$	3,850	$	3,412	$	3,717	$	3,545
Allowance for obsolescence:
	Year ended December 31, 2000	$	5,612	$	11,413	$	11,586	$	5,439
	Year ended December 31, 1999	$	4,112	$	1,642	$	142	$	5,612
	Year ended December 31, 1998	$	2,495	$	1,699	$	82	$	4,112

79

INDEPENDENT AUDITORS’ REPORT ON SCHEDULE

The Board of Directors and Stockholder
America West Airlines, Inc.:

      The audits referred to in our report dated March 28, 2001, included the related financial statement schedule as listed in Item 14(d) for the years ended December 31, 2000, 1999 and 1998, included herein. The financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP
Phoenix, Arizona
March 28, 2001

80

AMERICA WEST AIRLINES, INC.
Schedule II-Valuation and Qualifying Accounts
For the Years Ended December 31, 2000, 1999 and 1998

(in thousands)

		Balance at						Balance
		Beginning						at End
Description		of Period		Additions		Deductions		of Period
Allowance for doubtful receivables:
	Year ended December 31, 2000	$	2,005	$	3,000	$	3,604	$	1,401
	Year ended December 31, 1999	$	3,268	$	3,000	$	4,263	$	2,005
	Year ended December 31, 1998	$	3,850	$	3,000	$	3,582	$	3,268
Allowance for obsolescence:
	Year ended December 31, 2000	$	5,612	$	11,413	$	11,586	$	5,439
	Year ended December 31, 1999	$	4,112	$	1,642	$	142	$	5,612
	Year ended December 31, 1998	$	2,495	$	1,699	$	82	$	4,112

81 EX-13.2 25 p65531ex13-2.htm EX-13.2

EXHIBIT 13.2

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.

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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.

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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.

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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.

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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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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

• 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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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

• 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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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

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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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

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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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

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.

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(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.

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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.

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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

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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-23.2 26 p65531ex23-2.txt EX-23.2 1 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors America West Airlines, Inc.: We consent to the use of our reports incorporated herein by reference and to the references to our firm under the headings "Selected Financial Data" and "Experts" in the prospectus. /s/ KPMG LLP - ---------------------- Phoenix, Arizona September 13, 2001 EX-23.3 27 p65531ex23-3.txt EXHIBIT 23.3 1 EXHIBIT 23.3 [Aircraft Information Services, Inc. Letterhead] 13 September, 2001 America West Airlines, Inc. 4000 E. Sky Harbor Boulevard Phoenix, Arizona 85034-3899 Re: America West Airlines, Inc. Pass Through Certificates, Series 2001-1 Ladies and Gentlemen: Reference is made herein to the prospectus (the "Prospectus") relating to the offer to exchange registered Pass Through Certificates, Series 2001-1 (the "New Certificates) for any and all outstanding Pass Through Certificates, Series 2001-1 (the "Old Certificates"). We understand that the Prospectus will be included as part of the registration statement on Form S-4 (the "Registration Statement") being filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and will be distributed by America West Airlines, Inc. as described therein. We consent to the reference to our name in the text under the headings "Remaining Prospectus Disclosure - The Parties," "Description of the Aircraft and the Appraisals - The Appraisals," "Experts" and "Appendix II - Appraisal Letters" in the Prospectus. We also consent to the inclusion in the Registration Statement of the report prepared by us with respect to the aircraft referred to therein. Sincerely, Aircraft Information Services, Inc. /s/ Fred E. Bearden Fred E. Bearden President Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653 Tel: 949-582-8888 FAX: 949-582-8887 E-MAIL: AISINews@aol.com EX-23.4 28 p65531ex23-4.txt EXHIBIT 23.4 1 EXHIBIT 23.4 [AvSolutions Letterhead] America West Airlines, Inc. 4000 E. Sky Harbor Boulevard Phoenix, Arizona 85034-3899 Re: America West Airlines, Inc. Pass Through Certificates, Series 2001-1 Ladies and Gentlemen: Reference is made herein to the prospectus (the "Prospectus") relating to the offer to exchange registered Pass Through Certificates, Series 2001-1 (the "New Certificates") for any and all outstanding Pass Through Certificates, Series 2001-1 (the "Old Certificates"). We understand that the Prospectus will be included as part of the registration statement on Form S-4 (the "Registration Statement") being filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and will be distributed by America West Airlines, Inc. as described therein. We consent to the reference to our name in the text under the headings "Remaining Prospectus Disclosure - The Parties," "Description of the Aircraft and the Appraisals - The Appraisals," "Experts" and "Appendix II - Appraisal Letters" in the Prospectus. We also consent to the inclusion in the Registration Statement of the report prepared by us with respect to the aircraft referred to therein. Sincerely, /s/ Scott E. Daniels Scott E. Daniels Director, Asset Management EX-23.5 29 p65531ex23-5.txt EXHIBIT 23.5 1 EXHIBIT 23.5 [Morten, Beyer & Agnew. Letterhead] America West Airlines, Inc. 4000 E. Sky Harbor Boulevard Phoenix, Arizona 85034-3899 Re: America West Airlines, Inc. Pass Through Certificates, Series 2001-1 Ladies and Gentlemen: Reference is made herein to the prospectus (the "Prospectus") relating to the offer to exchange registered Pass Through Certificates, Series 2001-1 (the "New Certificates) for any and all outstanding Pass Through Certificates, Series 2001-1 (the "Old Certificates"). We understand that the Prospectus will be included as part of the registration statement on Form S-4 (the "Registration Statement") being filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and will be distributed by America West Airlines, Inc. as described therein. We consent to the reference to our name in the text under the headings "Remaining Prospectus Disclosure - The Parties," "Description of the Aircraft and the Appraisals - The Appraisals," "Experts" and "Appendix II - Appraisal Letters" in the Prospectus. We also consent to the inclusion in the Registration Statement of the report prepared by us with respect to the aircraft referred to therein. Sincerely, /s/ Bryson P. Monteleone Bryson P. Monteleone Vice President of Operations Phone: (703) 276-3200 - Fax: (703) 276-3201 - email: mba@mba-consulting.com EX-25.1 30 p65531ex25-1.txt EXHIBIT 25.1 1 EXHIBIT 25.1 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.) Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 (Address of principal executive offices) Cynthia L. Corliss Vice President and Trust Counsel Wilmington Trust Company Rodney Square North Wilmington, Delaware 19890 (302) 651-8516 (Name, address and telephone number of agent for service) AMERICA WEST AIRLINES, INC. (Exact name of obligor as specified in its charter) Delaware 86-0418245 (State of incorporation) (I.R.S. employer identification no.) 4000 E. Sky Harbor Boulevard Phoenix, Arizona 85034-3899 (Address of principal executive offices) (Zip Code) PASS THROUGH CERTIFICATES, SERIES 2001-1G (Title of the indenture securities) 2 ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Co. State Bank Commissioner Five Penn Center Dover, Delaware Suite #2901 Philadelphia, PA (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee. ITEM 3. LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. A. Copy of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321 (b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 31st day of August, 2001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Rosemary Pantano By: /s/ David A. Vanaskey, Jr. ___________________________ _______________________________ Assistant Secretary Name: David A. Vanaskey, Jr. Title: Vice President 2 3 EXHIBIT A AMENDED CHARTER WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON MAY 9, 1987 4 AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows: FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY. SECOND: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is WILMINGTON TRUST COMPANY whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority. THIRD: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.: (1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, 5 exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created. (2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere. (3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business. (4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches. (5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property. (6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality. (7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations. (8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere. 2 6 (9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment. (10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation. (11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein. (b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers: (1) To do any or all of the things herein set forth, to the same extent as natural 3 7 persons might or could do, and in any part of the world. (2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated. (4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments. (5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place. (6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers. FOURTH: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of: (1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as "Preferred Stock"); and (2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as "Common Stock"). (b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if 4 8 any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following: (1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors; (2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative; (3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange; (4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed. (5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation. (6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and (7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine. 5 9 (c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article FOURTH), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article FOURTH, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors. (2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article FOURTH), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding- up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. (3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article FOURTH, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders. (d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion. (e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article FOURTH and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred 6 10 Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article FOURTH that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock. (f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon. FIFTH: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board. (b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. 7 11 (c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By- Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose. (d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board. (e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee. (f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. SIXTH: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper. SEVENTH: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled "An Act Providing a General Corporation Law", approved March 10, 1899, as from time to time amended. EIGHTH: - This Act shall be deemed and taken to be a private Act. NINTH: - This Corporation is to have perpetual existence. 8 12 TENTH: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. ELEVENTH: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever. TWELFTH: - The Corporation may transact business in any part of the world. THIRTEENTH: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class). FOURTEENTH: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them. FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article FIFTEENTH: (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or (D) the adoption of any plan or proposal for the liquidation or dissolution of the 9 13 Corporation, or (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder, shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. (2) The term "business combination" as used in this Article FIFTEENTH shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a). (b) The provisions of section (a) of this Article FIFTEENTH shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board. (c) For the purposes of this Article FIFTEENTH: (1) A "person" shall mean any individual, firm, corporation or other entity. (2) "Interested Stockholder" shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction: (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or (B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or (C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto 10 14 beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. (3) A person shall be the "beneficial owner" of any Voting Shares: (A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation. (4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise. (5) "Affiliate" and "Associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981. (6) "Subsidiary" shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. (d) majority of the directors shall have the power and duty to determine for the purposes of this Article FIFTEENTH on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market 11 15 value of $1,000,000 or more. (e) Nothing contained in this Article FIFTEENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. SIXTEENTH: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter or Act of Incorporation. SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended. (b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification." 12 16 EXHIBIT B BY-LAWS WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON JANUARY 20, 2000 17 BY-LAWS OF WILMINGTON TRUST COMPANY ARTICLE I STOCKHOLDERS' MEETINGS Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors. Section 2. Special meetings of all stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the President. Section 3. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a small number of shares may adjourn, from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein. ARTICLE II DIRECTORS Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her services in that office. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. 18 Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or divisions of the Company as it may deem advisable. 2 19 ARTICLE III COMMITTEES Section 1. Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive 3 20 Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws. Section 2. Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum. Section 3. Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company. 4 21 Section 4. Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors. Section 5. Absence or Disqualification of Any Member of a Committee (A) In the absence or disqualification of any member of any Committee created under Article III of the By-Laws of this Company, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ARTICLE IV OFFICERS Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. 5 22 Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. 6 23 Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned. ARTICLE V STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificates of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent. ARTICLE VI SEAL Section 1. The corporate seal of the Company shall be in the following form: Between two concentric circles the words "Wilmington Trust Company" within the inner circle the words "Wilmington, Delaware." ARTICLE VII FISCAL YEAR 7 24 Section 1. The fiscal year of the Company shall be the calendar year. ARTICLE VIII EXECUTION OF INSTRUMENTS OF THE COMPANY Section 1. The Chairman of the Board, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors or the Executive Committee, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors and/or the Executive Committee. ARTICLE IX COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors. ARTICLE X INDEMNIFICATION Section 1. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit 8 25 plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE XI AMENDMENTS TO THE BY-LAWS Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, and any new By-Law or By-Laws adopted at any regular or special meeting of the Board of Directors by a vote of the majority of all the members of the Board of Directors then in office. 9 26 EXHIBIT C SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. WILMINGTON TRUST COMPANY Dated: August 31, 2001 By: /s/ David A. Vanaskey, Jr. ___________________________________ Name: David A. Vanaskey, Jr. Title: Vice President 27 EXHIBIT D NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. R E P O R T O F C O N D I T I O N Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON - ---------------------------------------------------------- ------------------ Name of Bank City in the State of DELAWARE , at the close of business on December 31, 2000. ASSETS

Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coins............. 218,332 Interest-bearing balances....................................... 0 Held-to-maturity securities................................................. 19,838 Available-for-sale securities............................................... 1,378,378 Federal funds sold and securities purchased under agreements to resell...... 463,241 Loans and lease financing receivables: Loans and leases, net of unearned income ......... 4,724,939 LESS: Allowance for loan and lease losses ....... 70,118 LESS: Allocated transfer risk reserve ........... 0 Loans and leases, net of unearned income, allowance, and reserve 4,654,821 Assets held in trading accounts.............................................. 0 Premises and fixed assets (including capitalized leases)..................... 124,599 Other real estate owned...................................................... 661 Investments in unconsolidated subsidiaries and associated companies.......... 1,697 Customers' liability to this bank on acceptances outstanding................. 0 Intangible assets............................................................ 4,727 Other assets................................................................. 133,523 Total assets................................................................. 6,999,817

28 LIABILITIES Deposits: In domestic offices............................ ........................... 5,238,186 Noninterest-bearing ............... ........................... 988,834 Interest-bearing .................. ........................... 4,249,352 Federal funds purchased and Securities sold under agreements to repurchase. 404,964 Demand notes issued to the U.S. Treasury................................... 30,757 Trading liabilities (from Schedule RC-D)................................... 0 Other borrowed money:...................................................... /////// With original maturity of one year or less..................... 662,000 With original maturity of more than one year................... 43,000 Bank's liability on acceptances executed and outstanding................... 0 Subordinated notes and debentures.......................................... 0 Other liabilities (from Schedule RC-G)..................................... 139, 606 Total liabilities.......................................................... 6,518,513 EQUITY CAPITAL Perpetual preferred stock and related surplus.............................. 0 Common Stock............................................................... 500 Surplus (exclude all surplus related to preferred stock)................... 62,118 Undivided profits and capital reserves..................................... 423,463 Net unrealized holding gains (losses) on available-for-sale securities..... (4,777) Total equity capital....................................................... 481,304 Total liabilities, limited-life preferred stock, and equity capital........ 6,999,817 2 EX-25.2 31 p65531ex25-2.txt EXHIBIT 25.2 1 Exhibit 25.2 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.) Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 (Address of principal executive offices) Cynthia L. Corliss Vice President and Trust Counsel Wilmington Trust Company Rodney Square North Wilmington, Delaware 19890 (302) 651-8516 (Name, address and telephone number of agent for service) AMERICA WEST AIRLINES, INC. (Exact name of obligor as specified in its charter) Delaware 86-0418245 (State of incorporation) (I.R.S. employer identification no.) 4000 E. Sky Harbor Boulevard Phoenix, Arizona 85034-3899 (Address of principal executive offices) (Zip Code) PASS THROUGH CERTIFICATES, SERIES 2001-1C (Title of the indenture securities) ================================================================================ 2 ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Co. State Bank Commissioner Five Penn Center Dover, Delaware Suite #2901 Philadelphia, PA (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee. ITEM 3. LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. A. Copy of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 31st day of August, 2001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Rosemary Pantano By: /s/ David A. Vanaskey, Jr. ----------------------------- --------------------------- Assistant Secretary Name: David A. Vanaskey, Jr. Title: Vice President 2 3 EXHIBIT A AMENDED CHARTER WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON MAY 9, 1987 4 AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows: FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY. SECOND: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is WILMINGTON TRUST COMPANY whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority. THIRD: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.: (1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, 5 exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created. (2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere. (3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business. (4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches. (5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property. (6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality. (7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations. (8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere. 2 6 (9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment. (10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation. (11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein. (b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers: (1) To do any or all of the things herein set forth, to the same extent as natural 3 7 persons might or could do, and in any part of the world. (2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated. (4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments. (5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place. (6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers. FOURTH: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of: (1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as "Preferred Stock"); and (2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as "Common Stock"). (b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if 4 8 any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following: (1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors; (2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative; (3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange; (4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed. (5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation. (6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and (7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine. 5 9 (c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article FOURTH), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article FOURTH, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors. (2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article FOURTH), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding- up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. (3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article FOURTH, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders. (d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion. (e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article FOURTH and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred 6 10 Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article FOURTH that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock. (f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon. FIFTH: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board. (b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. 7 11 (c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By- Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose. (d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board. (e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee. (f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. SIXTH: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper. SEVENTH: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled "An Act Providing a General Corporation Law", approved March 10, 1899, as from time to time amended. EIGHTH: - This Act shall be deemed and taken to be a private Act. NINTH: - This Corporation is to have perpetual existence. 8 12 TENTH: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. ELEVENTH: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever. TWELFTH: - The Corporation may transact business in any part of the world. THIRTEENTH: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class). FOURTEENTH: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them. FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article FIFTEENTH: (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or (D) the adoption of any plan or proposal for the liquidation or dissolution of the 9 13 Corporation, or (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder, shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. (2) The term "business combination" as used in this Article FIFTEENTH shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a). (b) The provisions of section (a) of this Article FIFTEENTH shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board. (c) For the purposes of this Article FIFTEENTH: (1) A "person" shall mean any individual, firm, corporation or other entity. (2) "Interested Stockholder" shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction: (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or (B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or (C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto 10 14 beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. (3) A person shall be the "beneficial owner" of any Voting Shares: (A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation. (4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise. (5) "Affiliate" and "Associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981. (6) "Subsidiary" shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. (d) majority of the directors shall have the power and duty to determine for the purposes of this Article FIFTEENTH on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market 11 15 value of $1,000,000 or more. (e) Nothing contained in this Article FIFTEENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. SIXTEENTH: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter or Act of Incorporation. SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended. (b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification." 12 16 EXHIBIT B BY-LAWS WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON JANUARY 20, 2000 17 BY-LAWS OF WILMINGTON TRUST COMPANY ARTICLE I STOCKHOLDERS' MEETINGS Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors. Section 2. Special meetings of all stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the President. Section 3. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a small number of shares may adjourn, from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein. ARTICLE II DIRECTORS Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her services in that office. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. 18 Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or divisions of the Company as it may deem advisable. 2 19 ARTICLE III COMMITTEES Section 1. Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive 3 20 Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws. Section 2. Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum. Section 3. Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company. 4 21 Section 4. Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors. Section 5. Absence or Disqualification of Any Member of a Committee (A) In the absence or disqualification of any member of any Committee created under Article III of the By-Laws of this Company, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ARTICLE IV OFFICERS Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. 5 22 Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. 6 23 Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned. ARTICLE V STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificates of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent. ARTICLE VI SEAL Section 1. The corporate seal of the Company shall be in the following form: Between two concentric circles the words "Wilmington Trust Company" within the inner circle the words "Wilmington, Delaware." ARTICLE VII FISCAL YEAR 7 24 Section 1. The fiscal year of the Company shall be the calendar year. ARTICLE VIII EXECUTION OF INSTRUMENTS OF THE COMPANY Section 1. The Chairman of the Board, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors or the Executive Committee, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors and/or the Executive Committee. ARTICLE IX COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors. ARTICLE X INDEMNIFICATION Section 1. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit 8 25 plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE XI AMENDMENTS TO THE BY-LAWS Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, and any new By-Law or By-Laws adopted at any regular or special meeting of the Board of Directors by a vote of the majority of all the members of the Board of Directors then in office. 9 26 EXHIBIT C SECTION 321(b) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. WILMINGTON TRUST COMPANY Dated: August 31, 2001 By: /s/ David A. Vanaskey, Jr. ----------------------------------- Name: David A. Vanaskey, Jr. Title: Vice President 27 EXHIBIT D NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. R E P O R T O F C O N D I T I O N Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON - ---------------------------------------------------------- ------------------ Name of Bank City in the State of DELAWARE , at the close of business on December 31, 2000. ------------

ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coins.............. 218,332 Interest-bearing balances........................................ 0 Held-to-maturity securities.................................................. 19,838 Available-for-sale securities................................................ 1,378,378 Federal funds sold and securities purchased under agreements to resell....... 463,241 Loans and lease financing receivables: Loans and leases, net of unearned income ........................ 4,724,939 LESS: Allowance for loan and lease losses ...................... 70,118 LESS: Allocated transfer risk reserve .......................... 0 Loans and leases, net of unearned income, allowance, and reserve. 4,654,821 Assets held in trading accounts.............................................. 0 Premises and fixed assets (including capitalized leases)..................... 124,599 Other real estate owned...................................................... 661 Investments in unconsolidated subsidiaries and associated companies.......... 1,697 Customers' liability to this bank on acceptances outstanding................. 0

28 Intangible assets............................................................ 4,727 Other assets................................................................. 133,523 Total assets................................................................. 6,999,817 CONTINUED ON NEXT PAGE 2 29

LIABILITIES Deposits: In domestic offices.......................................................... 5,238,186 Noninterest-bearing ............................................. 988,834 Interest-bearing ................................................ 4,249,352 Federal funds purchased and Securities sold under agreements to repurchase... 404,964 Demand notes issued to the U.S. Treasury..................................... 30,757 Trading liabilities (from Schedule RC-D)..................................... 0 Other borrowed money:........................................................ /////// With original maturity of one year or less....................... 662,000 With original maturity of more than one year..................... 43,000 Bank's liability on acceptances executed and outstanding..................... 0 Subordinated notes and debentures............................................ 0 Other liabilities (from Schedule RC-G)....................................... 139, 606 Total liabilities............................................................ 6,518,513 EQUITY CAPITAL Perpetual preferred stock and related surplus................................ 0 Common Stock................................................................. 500 Surplus (exclude all surplus related to preferred stock)..................... 62,118 Undivided profits and capital reserves....................................... 423,463 Net unrealized holding gains (losses) on available-for-sale securities....... (4,777) Total equity capital......................................................... 481,304 Total liabilities, limited-life preferred stock, and equity capital.......... 6,999,817

3 EX-25.3 32 p65531ex25-3.txt EXHIBIT 25.3 1 Exhibit 25.3 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of trustee as specified in its charter) Delaware 51-0055023 (State of incorporation) (I.R.S. employer identification no.) Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 (Address of principal executive offices) Cynthia L. Corliss Vice President and Trust Counsel Wilmington Trust Company Rodney Square North Wilmington, Delaware 19890 (302) 651-8516 (Name, address and telephone number of agent for service) AMERICA WEST AIRLINES, INC. (Exact name of obligor as specified in its charter) Delaware 86-0418245 (State of incorporation) (I.R.S. employer identification no.) 4000 E. Sky Harbor Boulevard Phoenix, Arizona 85034-3899 (Address of principal executive offices) (Zip Code) PASS THROUGH CERTIFICATES, SERIES 2001-1D (Title of the indenture securities) ================================================================================ 2 ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Co. State Bank Commissioner Five Penn Center Dover, Delaware Suite #2901 Philadelphia, PA (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee. ITEM 3. LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. A. Copy of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 31st day of August, 2001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Rosemary Pantano By: /s/ David A. Vanaskey, Jr. ------------------------------ --------------------------- Assistant Secretary Name: David A. Vanaskey, Jr. Title: Vice President 2 3 EXHIBIT A AMENDED CHARTER WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON MAY 9, 1987 4 AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows: FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY. SECOND: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is WILMINGTON TRUST COMPANY whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority. THIRD: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.: (1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, 5 exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created. (2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere. (3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business. (4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches. (5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property. (6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality. (7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations. (8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere. 2 6 (9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment. (10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation. (11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein. (b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers: (1) To do any or all of the things herein set forth, to the same extent as natural 3 7 persons might or could do, and in any part of the world. (2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated. (4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments. (5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place. (6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers. FOURTH: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of: (1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as "Preferred Stock"); and (2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as "Common Stock"). (b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if 4 8 any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following: (1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors; (2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative; (3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange; (4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed. (5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation. (6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and (7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine. 5 9 (c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article FOURTH), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article FOURTH, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors. (2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article FOURTH), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding- up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. (3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article FOURTH, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders. (d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion. (e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article FOURTH and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred 6 10 Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article FOURTH that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock. (f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon. FIFTH: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board. (b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. 7 11 (c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By- Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose. (d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board. (e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee. (f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. SIXTH: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper. SEVENTH: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled "An Act Providing a General Corporation Law", approved March 10, 1899, as from time to time amended. EIGHTH: - This Act shall be deemed and taken to be a private Act. NINTH: - This Corporation is to have perpetual existence. 8 12 TENTH: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. ELEVENTH: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever. TWELFTH: - The Corporation may transact business in any part of the world. THIRTEENTH: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class). FOURTEENTH: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them. FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article FIFTEENTH: (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or (D) the adoption of any plan or proposal for the liquidation or dissolution of the 9 13 Corporation, or (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder, shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. (2) The term "business combination" as used in this Article FIFTEENTH shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a). (b) The provisions of section (a) of this Article FIFTEENTH shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board. (c) For the purposes of this Article FIFTEENTH: (1) A "person" shall mean any individual, firm, corporation or other entity. (2) "Interested Stockholder" shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction: (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or (B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or (C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto 10 14 beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. (3) A person shall be the "beneficial owner" of any Voting Shares: (A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation. (4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise. (5) "Affiliate" and "Associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981. (6) "Subsidiary" shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. (d) majority of the directors shall have the power and duty to determine for the purposes of this Article FIFTEENTH on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market 11 15 value of $1,000,000 or more. (e) Nothing contained in this Article FIFTEENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. SIXTEENTH: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter or Act of Incorporation. SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended. (b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification." 12 16 EXHIBIT B BY-LAWS WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON JANUARY 20, 2000 17 BY-LAWS OF WILMINGTON TRUST COMPANY ARTICLE I STOCKHOLDERS' MEETINGS Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors. Section 2. Special meetings of all stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the President. Section 3. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a small number of shares may adjourn, from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein. ARTICLE II DIRECTORS Section 1. The number and classification of the Board of Directors shall be as set forth in the Charter of the Bank. No more than two Directors may also be employees of the Company or any affiliate thereof. Section 2. No person who has attained the age of seventy-two (72) years shall be nominated for election to the Board of Directors of the Company, provided, however, that this limitation shall not apply to any person who was serving as director of the Company on September 16, 1971. The Chairman of the Board of Directors shall not be qualified to continue to serve as a Director upon the termination for any reason of his or her services in that office. Section 3. The class of Directors so elected shall hold office for three years or until their successors are elected and qualified. Section 4. The affairs and business of the Company shall be managed and conducted by the Board of Directors. Section 5. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors or the President. 18 Section 6. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, and shall be called upon the written request of a majority of the directors. Section 7. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 8. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 9. In the event of the death, resignation, removal, inability to act, or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 10. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, a Trust Committee, an Audit Committee and a Compensation Committee, and shall elect from its own members a Chairman of the Board of Directors and a President who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Treasurer, who may be the same person, may appoint at any time such other committees and elect or appoint such other officers as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. Section 11. The Board of Directors may at any time remove, with or without cause, any member of any Committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 12. The Board of Directors may designate an officer to be in charge of such of the departments or divisions of the Company as it may deem advisable. 2 19 ARTICLE III COMMITTEES Section 1. Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive 3 20 Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws. Section 2. Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum. Section 3. Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company. 4 21 Section 4. Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors. Section 5. Absence or Disqualification of Any Member of a Committee (A) In the absence or disqualification of any member of any Committee created under Article III of the By-Laws of this Company, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ARTICLE IV OFFICERS Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. 5 22 Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. 6 23 Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned. ARTICLE V STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificates of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent. ARTICLE VI SEAL Section 1. The corporate seal of the Company shall be in the following form: Between two concentric circles the words "Wilmington Trust Company" within the inner circle the words "Wilmington, Delaware." ARTICLE VII FISCAL YEAR 7 24 Section 1. The fiscal year of the Company shall be the calendar year. ARTICLE VIII EXECUTION OF INSTRUMENTS OF THE COMPANY Section 1. The Chairman of the Board, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors or the Executive Committee, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors and/or the Executive Committee. ARTICLE IX COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors. ARTICLE X INDEMNIFICATION Section 1. (A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit 8 25 plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Corporation shall indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation. (B) The Corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Director or officer in his capacity as a Director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Director or officer to repay all amounts advanced if it should be ultimately determined that the Director or officer is not entitled to be indemnified under this Article or otherwise. (C) If a claim for indemnification or payment of expenses, under this Article X is not paid in full within ninety days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification of payment of expenses under applicable law. (D) The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. (E) Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE XI AMENDMENTS TO THE BY-LAWS Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, and any new By-Law or By-Laws adopted at any regular or special meeting of the Board of Directors by a vote of the majority of all the members of the Board of Directors then in office. 9 26 EXHIBIT C SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. WILMINGTON TRUST COMPANY Dated: August 31, 2001 By: /s/ David A. Vanaskey, Jr. ---------------------------------- Name: David A. Vanaskey, Jr. Title: Vice President 27 EXHIBIT D NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. R E P O R T O F C O N D I T I O N Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON - ---------------------------------------------------------- ------------------ Name of Bank City in the State of DELAWARE , at the close of business on December 31, 2000. ASSETS

Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coins.............................................218,332 Interest-bearing balances........................................................................... 0 Held-to-maturity securities................................................................................. 19,838 Available-for-sale securities.............................................................................1,378,378 Federal funds sold and securities purchased under agreements to resell......................................463,241 Loans and lease financing receivables: Loans and leases, net of unearned income. . . . . . . 4,724,939 LESS: Allowance for loan and lease losses. . . . . . 70,118 LESS: Allocated transfer risk reserve. . . . . . . . 0 Loans and leases, net of unearned income, allowance, and reserve..............................4,654,821 Assets held in trading accounts...................................................................................0 Premises and fixed assets (including capitalized leases)....................................................124,599 Other real estate owned...................................................................................... 661 Investments in unconsolidated subsidiaries and associated companies...........................................1,697 Customers' liability to this bank on acceptances outstanding......................................................0

28

Intangible assets............................................................................................ 4,727 Other assets............................................................................................... 133,523 Total assets..............................................................................................6,999,817

CONTINUED ON NEXT PAGE 2 29 LIABILITIES

Deposits: In domestic offices.......................................................................................5,238,186 Noninterest-bearing . . . . . . . . 988,834 Interest-bearing. . . . . . . . . . 4,249,352 Federal funds purchased and Securities sold under agreements to repurchase................................. 404,964 Demand notes issued to the U.S. Treasury.....................................................................30,757 Trading liabilities (from Schedule RC-D)..........................................................................0 Other borrowed money:......................................................................................./////// With original maturity of one year or less......................................................662,000 With original maturity of more than one year.....................................................43,000 Bank's liability on acceptances executed and outstanding..........................................................0 Subordinated notes and debentures.................................................................................0 Other liabilities (from Schedule RC-G).................................................................... 139, 606 Total liabilities.........................................................................................6,518,513 EQUITY CAPITAL Perpetual preferred stock and related surplus.....................................................................0 Common Stock....................................................................................................500 Surplus (exclude all surplus related to preferred stock).....................................................62,118 Undivided profits and capital reserves......................................................................423,463 Net unrealized holding gains (losses) on available-for-sale securities......................................(4,777) Total equity capital........................................................................................481,304 Total liabilities, limited-life preferred stock, and equity capital.......................................6,999,817

3 EX-99.1 33 p65531ex99-1.htm EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

AMERICA WEST AIRLINES, INC.

OFFER TO EXCHANGE

PASS THROUGH CERTIFICATES, SERIES 2001-1,

WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR ANY AND ALL OUTSTANDING

PASS THROUGH CERTIFICATES, SERIES 2001-1

Pursuant to the Prospectus, dated September    , 2001.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON OCTOBER      , 2001, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER      , 2001.

The Exchange Agent for the

Exchange offer is:

Wilmington Trust Company,

as Trustee of the America West Airlines

Pass through Trusts, Series 2001-1G, 2001-1C and 2001-1D

By Mail:
Wilmington Trust Company,
as Exchange Agent
P.O. Box 8861
Corporate Trust Operations
Wilmington, Delaware 19899-8861
Attention: Aubrey Rosa By Hand or Overnight Delivery:
Wilmington Trust Company,
as Exchange Agent
Rodney Square North
1105 North Market Street, 1st Floor
Wilmington, Delaware 19890
Attention: Corporate Trust Operations —
America West 2001-1
Exchange Offer

Facsimile Transmission:

(302) 651-1079

Confirm by Telephone:

(302) 651-1562

Aubrey Rosa

Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

      The undersigned acknowledges receipt of the prospectus, dated September      , 2001 (the “Prospectus”), of America West Airlines, Inc., a Delaware corporation (the “Company” or “America West”), this Letter of Transmittal (the “Letter”), the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 which together constitute the offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $427,164,000 of Pass Through Certificates, Series 2001-1, which have been registered under the Securities Act of 1933, as amended (the “New Certificates”), for an equal principal amount of the outstanding Pass Through Certificates, Series 2001-1 (the “Old Certificates”). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement, dated as of May 17, 2001, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”).

      For each Old Certificate accepted for exchange, the holder of such Old Certificate (the “Holder”) will receive a New Certificate having a principal amount equal to that of the surrendered Old Certificate. New Certificates will accrue interest at the applicable per annum rate for such New Certificates as set forth on the cover page of the Prospectus, from the date on which the Old Certificates surrendered in exchange therefor were originally issued (the “Issuance Date”). Interest on the New Certificates is payable on April 2 and October 2 of each year, commencing October 2, 2001, subject to the terms of the Intercreditor Agreement (as defined in the Prospectus).

      In the event that neither the consummation of the Exchange Offer nor the declaration by the Securities and Exchange Commission of a Shelf Registration Statement relating to the sale of the Old Certificates to be effective (each a “Registration Event”) occurs on or prior to the 210th calendar day after the Issuance Date, the interest rate per annum passed through to holders of Old Certificates shall be increased by 0.50% from and including such 210th day to but excluding the earlier of (i) the date on which a Registration Event occurs and (ii) the date on which all of the Old Certificates otherwise become transferable by Certificateholders (other than affiliates or former affiliates of America West) without further registration under the Securities Act. In the event that such Shelf Registration Statement ceases to be effective at any time during the period specified by the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate per annum passed through to the holders of Old Certificates shall be increased by 0.50% from the 61st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as such Shelf Registration Statement again becomes effective (or, if earlier, the end of such period specified by the Registration Rights Agreement).

      The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the holders of the Old Certificates of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

      This Letter is to be completed by a holder of Old Certificates if Old Certificates are to be forwarded herewith or if a tender of Old Certificates is to be made by book-entry transfer through the Automated Tender Offer Program (“ATOP”) at The Depository Trust Company (the “DTC”) pursuant to the procedure set forth in “The Exchange Offer — Book-Entry Transfer” section of the Prospectus.

      Holders who are participants in DTC (“DTC Participants”) tendering by book-entry transfer must execute such tender through ATOP on or prior to the Expiration Date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Old Certificates into the Exchange Agent’s account at DTC and then send to the Exchange Agent confirmation of such book-entry transfer (“Book-Entry Confirmation”) including an agent’s message (“Agent’s Message”) confirming that DTC has received an express acknowledgment from such Holder that such Holder has received and agrees to be bound by this Letter of Transmittal and that the Trust and the Company may enforce this Letter of Transmittal against such Holder. The book-entry confirmation must be received by the Exchange Agent in order for the tender relating thereto to be effective. Book-entry transfer to DTC in accordance with DTC’s procedures does not constitute delivery of the book-entry confirmation to the Exchange Agent.

      If the tender is not made through ATOP, Old Certificates, as well as this Letter of Transmittal (or facsimile hereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date in order for such tender to be effective.

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      Holders of Old Certificates whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Certificates and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Old Certificates according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1.

      THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION OR OLD CERTIFICATES, THIS TRANSMITTAL LETTER, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

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      The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

      List below the Old Certificates to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Certificates should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD CERTIFICATES
(1) Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Numbers*	(2) Aggregate Principal Amount of Old Certificates		(3) Principal Amount Tendered**
			Total:
* Need not be completed by Holders of Notes being tendered by book-entry transfer (see below). ** Unless otherwise indicated, it will be assumed that all Notes represented by certificates delivered to the Depositary are being tendered. See Instruction 1.

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o CHECK HERE IF TENDERED OLD CERTIFICATES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number: ___________________________________Transaction Code Number: ___________________________________

o CHECK HERE IF TENDERED OLD CERTIFICATES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which guaranteed delivery:

If Delivered by Book-Entry Transfer, Complete the Following:

Account Number: ___________________________________Transaction Code Number: ___________________________________

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Certificates indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Certificates tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Certificates as are being tendered hereby.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Certificates tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any New Certificates acquired in exchange for Old Certificates tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Certificates, whether or not such person is the undersigned, that neither the holder of such Old Certificates nor any such other person is engaged in, or intends to engage in a distribution of such New Certificates, or has an arrangement or understanding with any person to participate in the distribution of such New Certificates, and that neither the holder of such Old Certificates nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company.

      The undersigned also acknowledges that this Exchange Offer is being made based upon the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”), that the New Certificates issued in exchange for the Old Certificates pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who acquires such New Certificates directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Certificates are acquired in the ordinary course of such holders’ business and such holders are not engaged in, and do not intend to engage in, a distribution of such New Certificates and have no arrangement with any person to participate in the distribution of such New Certificates.

      If a holder of Old Certificates is engaged in or intends to engage in a distribution of the New Certificates or has any arrangement or understanding with respect to the distribution of the New Certificates to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive New Certificates for its own account in exchange for Old Certificates, it represents that the Old Certificates to be exchanged for the New Certificates were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Certificates; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Certificates tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the

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death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.

      Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Certificates (and, if applicable, substitute certificates representing Old Certificates for any Old Certificates not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Certificates, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Certificates (and, if applicable, substitute certificates representing Old Certificates for any Old Certificates not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Certificates.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD CERTIFICATES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD CERTIFICATES AS SET FORTH IN SUCH BOX ABOVE.

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SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 3 AND 4)

     To be completed ONLY if certificates for Old Certificates not exchanged and/or New Certificates are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter below, or if Old Certificates delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue New Certificates and/or Old Certificates to:

Name(s): 

(Please Type or Print)

Address(es): 

(Including Zip Code)

Social Security or Employer Identification Number

  o  Credit unexchanged Old Certificates delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 3 AND 4)

     To be completed ONLY if certificates for Old Certificates not exchanged and/or New Certificates are to be sent to someone other than the person(s) whose signature(s) appear(s) on this letter below, or to the undersigned at an address other than shown in the box entitled “Description of Old Certificates” on this Letter above.

Mail New Certificates and/or Old Certificates to:

Name(s): 

(Please Type or Print)

Address(es): 

(Including Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD CERTIFICATES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE

COMPLETING ANY BOX ABOVE.

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PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

(Signature(s) of Owner(s))
Date:	Date:

Area Code and Telephone Number: 

If a holder is tendering any Old Certificates, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Certificates or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):  ________________________________________________________________________________

(Please Type or Print)

Capacity:  ________________________________________________________________________________

Address: 

          ________________________________________________________________________________

(Including Zip Code)

SIGNATURE GUARANTEE

(IF REQUIRED BY INSTRUCTION 3)

Authorized

Signature:  ________________________________________________________________________________

Title:  ________________________________________________________________________________

Name and Firm:  ________________________________________________________________________________

Dated:  ________________________________________________________________________________

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INSTRUCTIONS

      Forming Part of the Terms and Conditions of the Offer to Exchange Pass Through Certificates, Series 2001-1, which have been registered under the Securities Act of 1933, as amended, for any and all outstanding Pass Through Certificates, Series 2001-1.

1.              DELIVERY OF THIS LETTER AND OLD CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.

      This Letter is to be completed by holders of Old Certificates if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer — Book-Entry Transfer” section of the Prospectus. Certificates for all physically tendered Old Certificates, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Certificates tendered hereby must be in denominations of $1,000 and any integral multiple thereof.

      Holders who are DTC Participants tendering by book-entry transfer must execute such tender through DTC’s ATOP system. A Holder using ATOP should transmit its acceptance to DTC on or prior to the Expiration Date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Old Certificates into the Exchange Agent’s account at DTC and then send to the Exchange Agent a Book-Entry Confirmation, including an Agent’s Message confirming that DTC has received an express acknowledgment from such Holder that such Holder has received and agrees to be bound by this Letter of Transmittal and that the Trust and the Company may enforce this Letter of Transmittal against such Holder. The Book-Entry Confirmation must be received by the Exchange Agent in order for the tender relating thereto to be effective. Book-entry transfer to DTC in accordance with DTC’s procedure does not constitute delivery of the Book-Entry Confirmation to the Exchange Agent.

      Holders of Old Certificates whose certificates for Old Certificates are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Certificates pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Certificates and the amount of Old Certificates tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Certificates, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Certificates, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

      A Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Certificates to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date.

      As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution,” including (as such terms are defined therein) (i) a bank, (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities

10

association or clearing agency, or (iv) a savings association that is a participant in a Securities Transfer Association.

      THE METHOD OF DELIVERY OF THIS LETTER, THE OLD CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF OLD CERTIFICATES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

      See “The Exchange Offer” section of the Prospectus.

2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD CERTIFICATES WHO TENDER BY BOOK-ENTRY TRANSFER).

      If less than all of the Old Certificates evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Old Certificates to be tendered in the box above entitled “Description of Old Certificates — Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Certificates will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Old Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3. SIGNATURES OF THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

      If this Letter is signed by the registered holder of the Old Certificates tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

      If any tendered Old Certificates are owned of record by two or more joint owners, all such owners must sign this Letter.

      If any tendered Old Certificates are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

      When this Letter is signed by the registered holder of the Old Certificates specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Certificates are to be issued, or any untendered Old Certificates are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates must be guaranteed by an Eligible Institution.

      If this Letter is signed by a person other than the registered holder of any certificates specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name of the registered holder appears on the certificates and the signatures on such certificates must be guaranteed by an Eligible Institution.

      If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

      Endorsements on certificates for Old Certificates or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

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      Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Old Certificates are tendered: (i) by a registered holder of Old Certificates (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Certificates) tendered who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

      Tendering holders of Old Certificates should indicate in the applicable box the name and address to which New Certificates issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Certificates not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. A holder of Old Certificates tendering Old Certificates by book-entry transfer may request that Old Certificates not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder of Old Certificates may designate hereon. If no such instructions are given, such Old Certificates not exchanged will be returned to the name or address of the person signing this Letter.

5. TAX IDENTIFICATION NUMBER.

      Federal income tax law generally requires that a tendering holder whose Old Certificates are accepted for exchange must provide the Exchange Agent with such Holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below, which, in the case of a tendering holder who is an individual, is his or her social security number. If a tendering holder does not provide the Exchange Agent with its current TIN or an adequate basis for an exemption, such tendering holder may be subject to backup withholding in an amount equal to 31% of all reportable payments made after the exchange. If withholding results in an overpayment of taxes, a refund may be obtained.

      Exempt holders of Old Certificates (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

      To prevent backup withholding, each tendering holder of Old Certificates must provide its correct TIN by completing the “Substitute Form W-9” set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Old Certificates is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Old Certificates are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the Exchange Agent.

6. TRANSFER TAXES.

      The Company will pay all transfer taxes, if any, applicable to the transfer of Old Certificates to it or its order pursuant to the Exchange Offer. If, however, New Certificates and/or substitute Old Certificates not

12

exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Certificates tendered hereby, or if tendered Old Certificates are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Certificates to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

      Except as provided in this Instruction 6, it is not necessary for transfer tax stamps to be affixed to the Old Certificates specified in this Letter.

7. WAIVER OF CONDITIONS.

      The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8. NO CONDITIONAL TENDERS.

      No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Certificates, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Old Certificates for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Certificates nor shall any of them incur any liability for failure to give any such notice.

9. MUTILATED, LOST, STOLEN OR DESTROYED OLD CERTIFICATES.

      Any holder whose Old Certificates have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

      Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.

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TO BE COMPLETED BY ALL TENDERING HOLDERS

(SEE INSTRUCTION 5)

GIVE FORM TO THE REQUESTER. DO NOT SEND TO THE IRS

	Substitute Form W-9	Part I — Taxpayer Identification Number (TIN)
			List account numbers here (optional)
	(Rev. December 1996) Department of the Treasury Internal Revenue Service	Part II — For Payee Exempt from Backup Withholding (See the W-9 Guidelines)
		Social Security Number
	Request for Taxpayer Identification Number and Certification	Or Employer Identification Number
		Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). For sole proprietors or resident aliens, see the W-9 Guidelines. For other entities, it is your employer identification number (EIN). If you do not have a number, see the W-9 Guidelines. NOTE: If the account is in more than one name, see the chart in the W-9 Guidelines for guidance on whose number to enter.
	Please Print or Type
		Name (if a joint account or you changed you name, see the W-9 Guidelines)
		Business name, if different from above. (See the W-9 Guidelines.)
		Please check the appropriate box:	o  Individual/Sole Proprietor
			o  Corporation
			o  Partnership
			o Other
		Address (number, street, apt. or suite no.).
		Requester’s name and address (optional)
		City, state and ZIP Code
Part III Certification
Under penalties of perjury, I certify that;
1. The number shown on this form is my correct taxpayer identification (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, the acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (Also, see the W-9 Guidelines.)
SIGN HERE:
Signature			Date

14 EX-99.2 34 p65531ex99-2.htm EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF

PASS THROUGH CERTIFICATES, SERIES 2001-1

OF AMERICA WEST AIRLINES, INC.

       This form or one substantially equivalent hereto must be used to accept the Exchange Offer of America West Airlines, Inc. (the “Company”) made pursuant to the prospectus, dated September      , 2001 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if certificates for Old Certificates are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wilmington Trust Company, as exchange agent (the “Exchange Agent”), on or prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Old Certificates pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent on or prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Letter of Transmittal.

Delivery to: Wilmington Trust Company, as Exchange Agent

By Mail:	By Hand or Overnight Delivery:
Wilmington Trust Company,	Wilmington Trust Company,
as Exchange Agent	as Exchange Agent
P.O. Box 8861	Rodney Square North
Corporate Trust Operations	1105 North Market Street, 1st Floor
Wilmington, Delaware 19899-8861	Wilmington, Delaware 19890
Attention: Aubrey Rosa	Attention: Corporate Trust Operations —
	America West 2001-1
	Exchange Offer

Facsimile Transmission:

(302) 651-1079

Confirm by Telephone:

(302) 651-1562

Aubrey Rosa

      Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

Ladies and Gentlemen:

      Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Old Certificates set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

Principal Amount of Old Certificates Tendered:	Name(s) of Record Holder(s):
$
Certificate Nos. (if available):	Please Print or Type
	Address(es):
	Area Code and Telephone Number(s):
	Signature(s):
	Dated:
If Old Certificates will be delivered by book-entry transfer to The Depository Trust Company, provide account number.
The Depository Trust Company Account No.

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

2

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

      The undersigned, a firm that is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any “eligible guarantor institution” within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, the certificates representing all tendered Old Certificates, in proper form for transfer, or a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange, Inc. trading days after the date of execution of this Notice of Guaranteed Delivery.

      The undersigned acknowledges that it must deliver the Letter of Transmittal to the Exchange Agent within the time period set forth therein and that failure to do so could result in financial loss to the undersigned.

Name of Firm:
	Authorized Signature
Address:	Name:
	(Please Print or Type)
	Title:
Area Code and	Date:
Telephone Number:

3 EX-99.3 35 p65531ex99-3.htm EX-99.3

EXHIBIT 99.3

AMERICA WEST AIRLINES, INC.

OFFER TO EXCHANGE

PASS THROUGH CERTIFICATES, SERIES 2001-1,

WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR ANY AND ALL OUTSTANDING

PASS THROUGH CERTIFICATES, SERIES 2001-1

To:  Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      Upon and subject to the terms and conditions set forth in the prospectus, dated September      , 2001 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), an offer to exchange (the “Exchange Offer”) the registered Pass Through Certificates, Series 2001-1 (the “New Certificates”) for any and all outstanding Pass Through Certificates, Series 2001-1 (the “Old Certificates”) is being made pursuant to such Prospectus. The Exchange Offer is being made in order to satisfy certain obligations of America West Airlines, Inc. (the “Company”) contained in the Exchange and Registration Rights Agreement dated as of May 17, 2001, between the Company and Salomon Smith Barney, Inc., Deutsche Banc Alex. Brown, Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc (the “Initial Purchasers”).

      The CUSIP numbers for the Old Certificates are as follows: (1) 144A: Class G (023654 BJ 4), Class C (023654 BE 5), and Class D (023654 BG 0); (2) Accredited Investors: Class G (023654 BK 1), Class C (023654 BF 2), and Class D (023654 BH 8); and (3) Regulation S: Class G (U03004 AK 1), Class C (U03004 AH 8), and Class D (U03004 AJ 4).

      We are requesting that you contact your clients for whom you hold Old Certificates regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Certificates registered in your name or in the name of your nominee, or who hold Old Certificates registered in their own names, we are enclosing the following documents:

      1.  Prospectus dated September      , 2001 together with the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;

      2.  The Letter of Transmittal for your use and for the information of your clients;

      3.  A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Old Certificates are not immediately available or time will not permit all required documents to reach Wilmington Trust Company, as exchange agent (the “Exchange Agent”), prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; and

      4.  A form of letter which may be sent to your clients for whose account you hold Old Certificates registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

      Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on October      , 2001 (the “Expiration Date”) (30 calendar days following the commencement of the Exchange Offer), unless extended by the Company. The Old Certificates tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

      To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Old Certificates should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

      Please note that brokers, dealers, commercial banks, trust companies and other nominees who hold Old Certificates through The Depository Trust Company (“DTC”) must effect tenders by book-entry transfer through DTC’s Automated Tender Offer Program (“ATOP”).

      If holders of Old Certificates wish to tender, but it is impracticable for them to forward their certificates for Old Certificates prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

      Additional copies of the enclosed material may be obtained from Wilmington Trust Company, the Exchange Agent, at Rodney Square North, 1105 North Market Street, 1st Floor, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Operations — America West 2001-1 Exchange Offer, phone (302) 651-1562 and facsimile (302) 651-1079.

America West Airlines, Inc.

2 EX-99.4 36 p65531ex99-4.htm EX-99.4

EXHIBIT 99.3

AMERICA WEST AIRLINES, INC.

OFFER TO EXCHANGE

PASS THROUGH CERTIFICATES, SERIES 2001-1,

WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR ANY AND ALL OUTSTANDING

PASS THROUGH CERTIFICATES, SERIES 2001-1

To Our Clients:

      Enclosed for your consideration are the following documents: a prospectus of America West Airlines, Inc., a Delaware corporation (the “Company” or “America West”), dated September      , 2001 (the “Prospectus”); the Company’s Annual Report on Form 10-K for the year ended December 31, 2000; the Company’s Quarterly Report on From 10-Q for the quarter ended June 30, 2001; and the enclosed Letter of Transmittal (the “Letter of Transmittal”) relating to the offer to exchange (the “Exchange Offer”) the registered Pass Through Certificates, Series 2001-1 (the “New Certificates”) for any and all outstanding Pass Through Certificates, Series 2001-1 (the “Old Certificates”), upon the terms and subject to the conditions described in the Prospectus. The Exchange Offer is being made in order to satisfy certain obligations of America West contained in the Exchange and Registration Rights Agreement dated as of May 17, 2001, between the Company and Salomon Smith Barney, Inc., Deutsche Banc Alex. Brown, Mizuho International plc, Banc One Capital Markets, Inc. and Tokyo-Mitsubishi International plc (the “Initial Purchasers”).

      The CUSIP numbers for the Old Certificates are as follows: (1) 144A: Class G (023654 BJ 4), Class C (023654 BE 5), and Class D (023654 BG 0); (2) Accredited Investors: Class G (023654 BK 1), Class C (023654 BF 2), and Class D (023654 BH 8); and (3) Regulation S: Class G (U03004 AK 1), Class C (U03004 AH 8), and Class D (U03004 AJ 4).

      This material is being forwarded to you as the beneficial owner of the Old Certificates carried by us in your account but not registered in your name. A tender of such Old Certificates may only be made by us as the holder of record and pursuant to your instructions.

      Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Certificates held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

      Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Certificates on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on October      , 2001 (the “Expiration Date”) (30 calendar days following the commencement of the Exchange Offer), unless extended by the Company. Any Old Certificates tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time on the Expiration Date.

      Your attention is directed to the following:

      1.  The Exchange Offer is for any and all Old Certificates.

      2.  The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions”.

      3.  Any transfer taxes incident to the transfer of Old Certificates from the holder to the Company will be paid by the Company, except as otherwise provided in the instructions in the Letter of Transmittal.

      4.  The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date unless extended by the Company.

      If you wish to have us tender your Old Certificates, please so instruct us by executing and returning to us the instruction form set forth below. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Certificates.

Instructions with respect to the Exchange Offer

      The undersigned acknowledge(s) receipt of your letter enclosing the Prospectus, dated September      , 2001, of America West Airlines, Inc., a Delaware corporation (“America West”), the Annual Report on Form 10-K of America West for the year ended December 31, 2000, the Quarterly Report on Form 10-Q of America West for the quarter ended June 30, 2001 and the related specimen Letter of Transmittal.

      This will instruct you to tender the number of Old Certificates indicated below held by you for the account of the undersigned, pursuant to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

(Check one).

Box 1	o	Please tender my Old Certificates held by you for my account. If I do not wish to tender all of the Old Certificates held by you, I have identified on a signed schedule attached hereto the number of Old Certificates I do not wish tendered.
Box 2	o	Please do not tender any Old Certificates held by you for my account.

Date ---------------------------------, 2001	Signature(s)
	Please print name(s) here
	Area Code and Telephone No.

      Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Certificates.

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EX-4.4

   1
                                   EXHIBIT 4.4


                                                                EXECUTION COPY




- --------------------------------------------------------------------------------


                          PASS THROUGH TRUST AGREEMENT

                            Dated as of May 17, 2001

                                     between

                           AMERICA WEST AIRLINES, INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

           America West Airlines Pass Through Trust, Series 2001-1G-O

            7.10% Initial Pass Through Certificates, Series 2001-1G-O
           7.10% Exchange Pass Through Certificates, Series 2001-1G-O


- --------------------------------------------------------------------------------
   2
Reconciliation and tie between America West Airlines Pass Through Trust
Agreement, Series 2001-1G-O dated as of May 17, 2001, and the Trust Indenture
Act of 1939. This reconciliation does not constitute part of the Pass Through
Trust Agreement.



          Trust Indenture Act                      Pass Through Trust
            of 1939 Section                         Agreement Section
          -------------------                      ------------------
                                                
            310(a)(1)                                   7.08
               (a)(2)                                   7.08
            312(a)                                      3.05; 8.01; 8.02
            313(a)                                      7.06; 8.03
            314(a)                                      8.04(a),(c) & (d)
            (a)(4)                                      8.04(e)
            (c)(1)                                      1.02
            (c)(2)                                      1.02
            (d)(1)                                      7.13; 11.01
            (d)(2)                                      7.13; 11.01
            (d)(3)                                      2.01
            (e)                                         1.02
            315(b)                                      7.02
            316(a)(last sentence)                       1.04(c)
               (a)(1)(A)                                6.04
               (a)(1)(B)                                6.05
               (b)                                      6.06
               (c)                                      1.04(e)
            317(a)(1)                                   6.03
               (b)                                      7.13
            318(a)                                     12.06

   3
                                TABLE OF CONTENTS



SECTION                                                                                              PAGE
                                                                                                  
ARTICLE I  DEFINITIONS ............................................................................    2
      Section 1.01. Definitions ...................................................................    2
      Section 1.02. Compliance Certificates and Opinions ..........................................   13
      Section 1.03. Form of Documents Delivered to Trustee ........................................   14
      Section 1.04. Directions of Certificateholders ..............................................   14

ARTICLE II  ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES .....................   16
      Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes ......................   16
      Section 2.02. Withdrawal of Deposits ........................................................   17
      Section 2.03. Acceptance by Trustee .........................................................   17
      Section 2.04. Limitation of Powers ..........................................................   17

ARTICLE III  THE CERTIFICATES .....................................................................   18
      Section 3.01. Title, Form, Denomination and Execution of Certificates .......................   18
      Section 3.02. Restrictive Legends ...........................................................   20
      Section 3.03. Authentication of Certificates ................................................   21
      Section 3.04. Transfer and Exchange .........................................................   22
      Section 3.05. Book-Entry Provisions for Restricted Global Certificates and Regulation S
                    Global Certificates ...........................................................   23
      Section 3.06. Special Transfer Provisions ...................................................   24
      Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates .............................   27
      Section 3.08. Persons Deemed Owners .........................................................   27
      Section 3.09. Cancellation ..................................................................   27
      Section 3.10. Temporary Certificates ........................................................   28
      Section 3.11. Limitation of Liability for Payments ..........................................   28

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS .......................................   29
      Section 4.01. Certificate Account and Special Payments Account ..............................   29
      Section 4.02. Distributions from Certificate Account and Special Payments Account ...........   29
      Section 4.03. Statements to Certificateholders ..............................................   31
      Section 4.04. Investment of Special Payment Moneys ..........................................   32

ARTICLE V  THE COMPANY ............................................................................   32
      Section 5.01. Maintenance of Corporate Existence ............................................   32
      Section 5.02. Consolidation, Merger, etc. ...................................................   32

ARTICLE VI  DEFAULT ...............................................................................   33
      Section 6.01. Events of Default .............................................................   33
      Section 6.02. Incidents of Sale of Equipment Notes ..........................................   35
      Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit ............   36
      Section 6.04. Control by Certificateholders .................................................   36

   4


SECTION                                                                                              PAGE
                                                                                                  
      Section 6.05. Waiver of Past Defaults .......................................................   36
      Section 6.06. Right of Certificateholders to Receive Payments Not to Be Impaired ............   37
      Section 6.07. Certificateholders May Not Bring Suit Except Under Certain Conditions .........   37
      Section 6.08. Remedies Cumulative ...........................................................   38

ARTICLE VII  THE TRUSTEE ..........................................................................   38
      Section 7.01. Certain Duties and Responsibilities ...........................................   38
      Section 7.02. Notice of Defaults ............................................................   39
      Section 7.03. Certain Rights of Trustee .....................................................   39
      Section 7.04. Not Responsible for Recitals or Issuance of Certificates ......................   40
      Section 7.05. May Hold Certificates .........................................................   40
      Section 7.06. Money Held in Trust ...........................................................   40
      Section 7.07. Compensation and Reimbursement ................................................   40
      Section 7.08. Corporate Trustee Required; Eligibility .......................................   42
      Section 7.09. Resignation and Removal; Appointment of Successor .............................   42
      Section 7.10. Acceptance of Appointment by Successor ........................................   43
      Section 7.11. Merger, Conversion, Consolidation or Succession to Business ...................   44
      Section 7.12. Maintenance of Agencies .......................................................   44
      Section 7.13  Money for Certificate Payments to Be Held in Trust ............................   45
      Section 7.14. Registration of Equipment Notes in Name of Subordination Agent ................   45
      Section 7.15. Representations and Warranties of Trustee .....................................   46
      Section 7.16. Withholding Taxes, Information Reporting ......................................   46
      Section 7.17. Trustee's Liens ...............................................................   47
      Section 7.18. Preferential Collection of Claims .............................................   47

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE ....................................   47
      Section 8.01. The Company to Furnish Trustee with Names and Addresses of Certificateholders .   47
      Section 8.02. Preservation of Information; Communications to Certificateholders .............   47
      Section 8.03. Reports by Trustee ............................................................   48
      Section 8.04. Reports by the Company ........................................................   48

ARTICLE IX  SUPPLEMENTAL AGREEMENTS ...............................................................   49
      Section 9.01. Supplemental Agreements Without Consent of Certificateholders .................   49
      Section 9.02. Supplemental Agreements with Consent of Certificateholders ....................   50
      Section 9.03. Documents Affecting Immunity or Indemnity .....................................   51
      Section 9.04. Execution of Supplemental Agreements ..........................................   51
      Section 9.05. Effect of Supplemental Agreements .............................................   51
      Section 9.06. Conformity with Trust Indenture Act ...........................................   52
      Section 9.07. Reference in Certificates to Supplemental Agreements ..........................   52

ARTICLE X  AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS .......................................   52
      Section 10.01. Amendments and Supplements to Indentures and Financing
                     Documents ....................................................................   52



                                       ii
   5


SECTION                                                                                              PAGE
                                                                                                  
ARTICLE XI  TERMINATION OF TRUST ..................................................................   53
      Section 11.01. Termination of the Trust .....................................................   53

ARTICLE XII  MISCELLANEOUS PROVISIONS .............................................................   55
      Section 12.01. Limitation on Rights of Certificateholders ...................................   55
      Section 12.02. Certificates Nonassessable and Fully Paid ....................................   55
      Section 12.03. Notices ......................................................................   55
      Section 12.04. Governing Law ................................................................   56
      Section 12.05. Severability of Provisions ...................................................   57
      Section 12.06. Trust Indenture Act Controls .................................................   57
      Section 12.07. Effect of Headings and Table of Contents .....................................   57
      Section 12.08. Successors and Assigns .......................................................   57
      Section 12.09. Benefits of Agreement ........................................................   57
      Section 12.10. Legal Holidays ...............................................................   57
      Section 12.11. Counterparts .................................................................   57
      Section 12.12. Intention of Parties .........................................................   57



Exhibit A   -   Form of Certificate
Exhibit B   -   Form of Certificate to Request Removal of Restricted Legend
Exhibit C   -   Form of Certificate to be Delivered by an Institutional
                Accredited Investor
Exhibit D   -   Form of Assignment and Assumption Agreement
Exhibit E   -   Form of Notice to Withholding Agent


                                      iii
   6
                          PASS THROUGH TRUST AGREEMENT


                  This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001
(the "Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation,
and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation
of America West Airlines Pass Through Trust, Series 2001-1G-O and the issuance
of 7.10% America West Airlines Pass Through Trust, Series 2001-1G-O Pass Through
Certificates representing fractional undivided interests in the Trust.

                                   WITNESSETH:

                  WHEREAS, the Company has obtained commitments from AVSA for
the delivery of certain Aircraft;

                  WHEREAS, the Company intends to finance (or refinance) the
acquisition of the Aircraft either (i) through separate leveraged lease
transactions in which the Company will lease such aircraft (collectively, the
"Leased Aircraft") or (ii) through separate secured loan transactions in which
the Company will own such Aircraft (collectively, the "Owned Aircraft");

                  WHEREAS, in the case of each Leased Aircraft, each Owner
Trustee, acting on behalf of the corresponding Owner Participant, will issue
pursuant to an Indenture, on a non-recourse basis, three series of Equipment
Notes in order to finance a portion of its purchase price of such Leased
Aircraft;

                  WHEREAS, in the case of each Owned Aircraft, the Company will
issue pursuant to an Indenture, on a recourse basis, three series of Equipment
Notes to finance a portion of the purchase price of such Owned Aircraft;

                  WHEREAS, the Trustee, upon execution and delivery of this
Agreement, hereby declares the creation of the Trust for the benefit of the
Certificateholders, and the initial Certificateholders, as the grantors of the
Trust, by their respective acceptances of the Certificates, join in the creation
of this Trust with the Trustee;

                  WHEREAS, all Certificates to be issued by the Trust will
evidence fractional undivided interests in the Trust and will convey no rights,
benefits or interests in respect of any property other than the Trust Property
except for those Certificates to which an Escrow Receipt has been affixed;

                  WHEREAS, the Escrow Agent and the Initial Purchasers have
contemporaneously herewith entered into an Escrow Agreement with the Escrow
Paying Agent pursuant to which the Initial Purchasers have delivered to the
Escrow Agent the proceeds from the sale of the Certificates and have irrevocably
instructed the Escrow Agent to withdraw and pay funds from such proceeds upon
request and proper certification by the Trustee to purchase Equipment Notes;

                  WHEREAS, the Escrow Agent on behalf of the Certificateholders
has contemporaneously herewith entered into a Deposit Agreement with the
Depositary under which
   7
                                      -2-


the Deposits referred to therein will be made and from which it will withdraw
funds to allow the Trustee to purchase Equipment Notes from time to time prior
to the Delivery Period Termination Date;

                  WHEREAS, pursuant to the terms and conditions of this
Agreement and the Note Purchase Agreement, upon or following delivery of an
Aircraft, the Trustee on behalf of the Trust, using funds withdrawn under the
Escrow Agreement, may purchase an Equipment Note having the same interest rate
as, and final legal distribution date not later than the final Regular
Distribution Date of, the Certificates issued hereunder and shall hold such
Equipment Note in trust for the benefit of the Certificateholders;

                  WHEREAS, to facilitate the sale of Equipment Notes to, and the
purchase of Equipment Notes by, the Trustee on behalf of the Trust, the Company
has duly authorized the execution and delivery of this Agreement as the
"issuer", as such term is defined in and solely for purposes of the Securities
Act, of the Certificates to be issued pursuant hereto and as the "obligor", as
such term is defined in and solely for purposes of the Trust Indenture Act of
1939, as amended, with respect to all such Certificates and is undertaking to
perform certain administrative and ministerial duties hereunder and is also
undertaking to pay the ongoing fees and expenses of the Trustee;

                  WHEREAS, all of the conditions and requirements necessary to
make this Agreement, when duly executed and delivered, a valid, binding and
legal instrument, enforceable in accordance with its terms and for the purposes
herein expressed, have been done, performed and fulfilled, and the execution and
delivery of this Agreement in the form and with the terms hereof have been in
all respects duly authorized; and

                  WHEREAS, upon issuance of the Exchange Certificates, if any,
or the effectiveness of the Shelf Registration Statement, this Agreement, as
amended or supplemented from time to time, will be subject to the provisions of
the Trust Indenture Act of 1939, and shall, to the extent applicable, be
governed by such provisions;

                  NOW, THEREFORE, in consideration of the mutual agreements
herein contained, and of other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01. Definitions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1)      the terms used in this Agreement, including in the
         recitals to this Agreement, that are defined in this Article have the
         meanings assigned to them in this Article, and include the plural as
         well as the singular;
   8
                                      -3-


                  (2)      all other terms used herein which are defined in the
         Trust Indenture Act, either directly or by reference therein, or by the
         rules promulgated under the Trust Indenture Act, have the meanings
         assigned to them therein;

                  (3)      all references in this Agreement to designated
         "Articles", "Sections", "Subsections" and other subdivisions are to the
         designated Articles, Sections, Subsections and other subdivisions of
         this Agreement;

                  (4)      the words "herein", "hereof" and "hereunder" and
         other words of similar import refer to this Agreement as a whole and
         not to any particular Article, Section, Sub-section or other
         subdivision; and

                  (5)      unless the context otherwise requires, whenever the
         words "including", "include" or "includes" are used herein, it shall be
         deemed to be followed by the phrase "without limitation".

                  Affiliate: Means, with respect to any specified Person, any
         other Person directly or indirectly controlling or controlled by or
         under direct or indirect common control with such Person. For the
         purposes of this definition, "control" means the power, directly or
         indirectly, to direct the management and policies of such Person,
         whether through the ownership of voting securities or by contract or
         otherwise, and the terms "controlling" and "controlled" have meanings
         correlative to the foregoing.

                  Agent Members: Has the meaning specified in Section 3.05.

                  Agreement: Has the meaning specified in the initial paragraph
         hereto.

                  Aircraft: Has the meaning specified in the Note Purchase
         Agreement.

                  Aircraft Purchase Agreement: Has the meaning specified in the
         Note Purchase Agreement.

                  Applicable Delivery Date: Has the meaning specified in Section
         2.01(b).

                  Applicable Participation Agreement: Has the meaning specified
         in Section 2.01(b).

                  Assignment and Assumption Agreement: Means the assignment and
         assumption agreement substantially in the form of Exhibit D hereto to
         be executed and delivered in accordance with Section 11.01.

                  Authorized Agent: Means any Paying Agent or Registrar for the
         Certificates.

                  Avoidable Tax: Means a state or local tax (i) upon (w) the
         Trust, (x) the Trust Property, (y) Certificate-holders or (z) the
         Trustee for which the Trustee is entitled to seek reimbursement from
         the Trust Property, and (ii) which would be avoided if the Trustee were
         located in another state, or jurisdiction within a state, within the
         United
   9
                                      -4-


         States. A tax shall not be an Avoidable Tax if the Company or any Owner
         Trustee shall agree to pay, and shall pay, such tax.

                  AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries.

                  Business Day: Means any day other than a Saturday, a Sunday or
         a day on which commercial banks are required or authorized to close in
         Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long
         as any Certificate is outstanding, the city and state in which the
         Trustee or any Loan Trustee maintains its Corporate Trust Office or
         receives and disburses funds.

                  Certificate: Means any one of the Initial Certificates or
         Exchange Certificates and any such Certificates issued in exchange
         therefor or replacement thereof pursuant to this Agreement.

                  Certificate Account: Means the account or accounts created and
         maintained pursuant to Section 4.01(a).

                  Certificate Purchase Agreement: Means the Purchase Agreement
         dated May 10, 2001 among the Initial Purchasers and the Company, as the
         same may be amended, supplemented or otherwise modified from time to
         time in accordance with its terms.

                  Certificateholder or Holder: Means the Person in whose name a
         Certificate is registered in the Register.

                  Class D Certificateholder: Means, at any time, any holder of
         one or more pass through certificates issued by the America West
         Airlines Pass Through Trust, Series 2001-1D.

                  Clearstream: Means Clearstream Banking, societe anonyme,
         organized under Luxembourg law (formerly known as Cedelbank) or any
         successor thereto.

                  Company: Means America West Airlines, Inc., a Delaware
         corporation, or its successor in interest pursuant to Section 5.02, or
         (only in the context of provisions hereof, if any, where such reference
         is required for purposes of compliance with the Trust Indenture Act)
         any other "obligor" (within the meaning of the Trust Indenture Act)
         with respect to the Certificates.

                  Controlling Party: Has the meaning specified in the
         Intercreditor Agreement.

                  Corporate Trust Office: With respect to the Trustee or any
         Loan Trustee, means the office of such trustee in the city at which at
         any particular time its corporate trust business shall be principally
         administered.

                  Cut-off Date: Means the earlier of (a) the Delivery Period
         Termination Date and (b) the date on which a Triggering Event occurs.

                  Definitive Certificates: Has the meaning specified in Section
         3.01(e).
   10
                                      -5-


                  Delivery Date: Has the meaning specified in the Note Purchase
         Agreement.

                  Delivery Notice: Has the meaning specified in the Note
         Purchase Agreement.

                  Delivery Period Termination Date: Means the earlier of (a)
         August 30, 2002, or, if the Equipment Notes relating to all of the
         Aircraft (or Substitute Aircraft in lieu thereof) have not been
         purchased by the Trustee and the Other Trustees on or prior to such
         date due to any reason beyond the control of the Company and not
         occasioned by the Company's fault or negligence, November 30, 2002 and
         (b) the date on which Equipment Notes issued with respect to all of the
         Aircraft (or Substitute Aircraft in lieu thereof) have been purchased
         by the Trustee and the Other Trustees in accordance with the Note
         Purchase Agreement.

                  Deposits: Has the meaning specified in the Deposit Agreement.

                  Deposit Agreement: Means the Deposit Agreement dated as of May
         17, 2001 relating to the Certificates between the Depositary and the
         Escrow Agent, as the same may be amended, supplemented or otherwise
         modified from time to time in accordance with its terms.

                  Depositary: Means Citibank, N.A.

                  Direction: Has the meaning specified in Section 1.04(a).

                  Distribution Date: Means any Regular Distribution Date or
         Special Distribution Date as the context requires.

                  DTC: Means The Depository Trust Company, its nominees and
         their respective successors.

                  EBO Date: Means the date set forth on Schedule 1 to the Lease
         as the "EBO Date".

                  Equipment Notes: Means the equipment notes issued under the
         Indentures.

                  Escrow Agent: Means, initially, Wilmington Trust Company.

                  Escrow Agreement: Means the Escrow and Paying Agent Agreement
         dated as of May 17, 2001 relating to the Certificates, among the Escrow
         Agent, the Escrow Paying Agent, the Trustee and the Initial Purchasers,
         as the same may be amended, supplemented or otherwise modified from
         time to time in accordance with its terms.

                  Escrow Paying Agent: Means the Person acting as paying agent
         under the Escrow Agreement.

                  Escrow Receipt: Means the receipt substantially in the form
         annexed to the Escrow Agreement representing a fractional undivided
         interest in the funds held in escrow thereunder.
   11
                                      -6-


                  Euroclear: Means Morgan Guaranty Trust Company of New York,
         Brussels Office, as operator of the Euroclear System.

                  Event of Default: Means an Indenture Default under any
         Indenture pursuant to which Equipment Notes held by the Trust were
         issued.

                  Exchange Certificates: Means the pass through certificates
         substantially in the form of Exhibit A hereto issued in exchange for
         the Initial Certificates pursuant to the Registration Rights Agreement
         and authenticated hereunder.

                  Exchange Offer: Means the exchange offer which may be made
         pursuant to the Registration Rights Agreement to exchange Initial
         Certificates for Exchange Certificates.

                  Exchange Offer Registration Statement: Means the registration
         statement that, pursuant to the Registration Rights Agreement, is filed
         by the Company with the SEC with respect to the exchange of Initial
         Certificates for Exchange Certificates.

                  Final Legal Distribution Date: Means October 2, 2022.

                  Final Withdrawal: Has the meaning specified in the Escrow
         Agreement.

                  Final Withdrawal Date: Has the meaning specified in the Escrow
         Agreement.

                  Final Withdrawal Notice: Has the meaning specified in Section
         2.02.

                  Financing Documents: With respect to any Equipment Note, means
         (i) the Indenture and the Participation Agreement relating to such
         Equipment Note, and (ii) in the case of any Equipment Note related to a
         Leased Aircraft, the Lease relating to such Leased Aircraft.

                  Fractional Undivided Interest: Means the fractional undivided
         interest in the Trust that is evidenced by a Certificate.

                  Global Certificates: Has the meaning specified in Section
         3.01(d).

                  Global Exchange Certificate: Has the meaning specified in
         Section 3.01(f).

                  Indenture: Means each of the separate trust indentures and
         mortgages relating to the Aircraft, each as specified or described in a
         Delivery Notice delivered pursuant to the Note Purchase Agreement or
         the related Participation Agreement, in each case as the same may be
         amended, supplemented or otherwise modified from time to time in
         accordance with its terms.

                  Indenture Default: With respect to any Indenture, means any
         Event of Default (as such term is defined in such Indenture).

                  Initial Certificates: Means the certificates issued and
         authenticated hereunder substantially in the form of Exhibit A hereto
         other than the Exchange Certificates.
   12
                                      -7-


                  Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche
         Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital
         Markets, Inc. and Tokyo-Mitsubishi International plc.

                  Institutional Accredited Investor: Means an institutional
         investor that is an "accredited investor" within the meaning set forth
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act.

                  Intercreditor Agreement: Means the Intercreditor Agreement
         dated as of May 17, 2001 among the Trustee, the Other Trustees, the
         Liquidity Provider, the liquidity provider relating to the Certificates
         issued under (and as defined in) the Other Pass Through Trust
         Agreements, the Policy Provider, and Wilmington Trust Company, as
         Subordination Agent and as trustee thereunder, as amended, supplemented
         or otherwise modified from time to time in accordance with its terms.

                  Investors: Means the Initial Purchasers together with all
         subsequent beneficial owners of the Certificates.

                  Issuance Date: Means the date of the issuance of the Initial
         Certificates.

                  Lease: Means, with respect to each Leased Aircraft, the lease
         between an Owner Trustee, as the lessor, and the Company, as the
         lessee, referred to in the related Indenture, as such lease may be
         amended, supplemented or otherwise modified in accordance with its
         terms.

                  Leased Aircraft: Has the meaning specified in the second
         recital to this Agreement.

                  Liquidity Facility: Means, initially, the Revolving Credit
         Agreement dated as of May 17, 2001 relating to the Certificates,
         between the Liquidity Provider and the Subordination Agent, as agent
         and trustee for the Trustee, and, from and after the replacement of
         such Agreement pursuant to the Intercreditor Agreement, the replacement
         liquidity facility therefor, in each case as amended, supplemented or
         otherwise modified from time to time in accordance with their
         respective terms.

                  Liquidity Provider: Means, initially, Westdeutsche Landesbank
         Girozentrale and any replacement or successor therefor appointed in
         accordance with the Intercreditor Agreement.

                  Loan Trustee: With respect to any Equipment Note or the
         Indenture applicable thereto, means the bank or trust company
         designated as trustee under such Indenture, together with any successor
         to such trustee appointed pursuant thereto.

                  Material Adverse Tax Event: Has the meaning specified in
         Section 17.3(a)(4) of the Lease.

                  Non-U.S. Person: Means a Person that is not a "U.S. person",
         as defined in Regulation S.
   13
                                      -8-


                  Note Purchase Agreement: Means the Note Purchase Agreement
         dated as of May 17, 2001 among the Trustee, the Other Trustees, the
         Company, the Escrow Agent, the Escrow Paying Agent and the
         Subordination Agent, providing for, among other things, the purchase of
         Equipment Notes by the Trustee on behalf of the Trust, as the same may
         be amended, supplemented or otherwise modified from time to time, in
         accordance with its terms.

                  Notice of Purchase Withdrawal: Has the meaning specified in
         the Deposit Agreement.

                  Offering Circular: Means the Offering Memorandum dated May 10,
         2001 relating to the offering of the Certificates and the certificates
         issued under the Other Pass Through Trust Agreements.

                  Officer's Certificate: Means a certificate signed, (a) in the
         case of the Company, by any Vice President or more senior officer of
         the Company or, (b) in the case of an Owner Trustee or a Loan Trustee,
         a Responsible Officer of such Owner Trustee or such Loan Trustee, as
         the case may be.

                  Opinion of Counsel: Means a written opinion of legal counsel
         who (a) in the case of counsel for the Company may be (i) the General
         Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price,
         Kaufman & Kammholz LLP, or (iv) such other counsel designated by the
         Company and reasonably acceptable to the Trustee and (b) in the case of
         counsel for any Owner Trustee or any Loan Trustee may be such counsel
         as may be designated by any of them whether or not such counsel is an
         employee of any of them, and who shall be reasonably acceptable to the
         Trustee.

                  Other Pass Through Trust Agreements: Means the other America
         West Airlines 2001-1 Pass Through Trust Agreements relating to the
         America West Airlines Pass Through Trust, Series 2001-1C-O and the
         America West Airlines Pass Through Trust, Series 2001-1D-O, dated the
         date hereof.

                  Other Trustees: Means the trustees under the Other Pass
         Through Trust Agreements, and any successor or other trustee appointed
         as provided therein.

                  Other Trusts: Means the America West Airlines Pass Through
         Trust, Series 2001-1C-O and the America West Airlines Pass Through
         Trust, Series 2001-1D-O, created on the date hereof.

                  Outstanding: When used with respect to Certificates, means, as
         of the date of determination, all Certificates theretofore
         authenticated and delivered under this Agreement, except:

                           (i) Certificates theretofore canceled by the
                  Registrar or delivered to the Trustee or the Registrar for
                  cancellation;

                           (ii) Certificates for which money in the full amount
                  required to make the final distribution with respect to such
                  Certificates pursuant to Section 11.01
   14
                                      -9-


                  hereof has been theretofore deposited with the Trustee in
                  trust for the Holders of such Certificates as provided in
                  Section 4.01 pending distribution of such money to such
                  Certificateholders pursuant to payment of such final
                  distribution; and

                           (iii) Certificates in exchange for or in lieu of
                  which other Certificates have been authenticated and delivered
                  pursuant to this Agreement.

                  Owned Aircraft: Has the meaning specified in the second
         recital to this Agreement.

                  Owner Participant: With respect to any Equipment Note relating
         to a Leased Aircraft, means the "Owner Participant" as referred to in
         the Indenture pursuant to which such Equipment Note is issued and any
         permitted successor or assign of such Owner Participant; and Owner
         Participants at any time of determination means all of the Owner
         Participants thus referred to in the Indentures.

                  Owner Trustee: With respect to any Equipment Note relating to
         a Leased Aircraft, means the "Owner Trustee", as referred to in the
         Indenture pursuant to which such Equipment Note is issued, not in its
         individual capacity but solely as trustee; and Owner Trustees means all
         of the Owner Trustees party to any of the Indentures.

                  Participation Agreement: Means each Participation Agreement to
         be entered into by the Trustee pursuant to the Note Purchase Agreement,
         as the same may be amended, supplemented or otherwise modified in
         accordance with its terms.

                  Paying Agent: Means the paying agent maintained and appointed
         for the Certificates pursuant to Section 7.12.

                  Permitted Investments: Means obligations of the United States
         of America or agencies or instrumentalities thereof for the payment of
         which the full faith and credit of the United States of America is
         pledged, maturing in not more than 60 days after the date of
         acquisition thereof or such lesser time as is required for the
         distribution of any Special Payments on a Special Distribution Date.

                  Person: Means any person, including any individual,
         corporation, limited liability company, partnership, joint venture,
         association, joint-stock company, trust, trustee, unincorporated
         organization, or government or any agency or political subdivision
         thereof.

                  Policy: Has the meaning specified in the Intercreditor
         Agreement.

                  Policy Provider: Has the meaning specified in the
         Intercreditor Agreement.

                  Policy Provider Agreement: Has the meaning specified in the
         Intercreditor Agreement.

                  Policy Provider Default: Has the meaning specified in the
         Intercreditor Agreement.
   15
                                      -10-


                  Pool Balance: Means, as of any date, (i) the original
         aggregate face amount of the Certificates less (ii) the aggregate
         amount of all payments made in respect of such Certificates other than
         payments made in respect of interest or premium thereon or
         reimbursement of any costs or expenses incurred in connection
         therewith. The Pool Balance as of any Distribution Date shall be
         computed after giving effect to the payment of principal, if any, on
         the Equipment Notes or other Trust Property held in such Trust and the
         distribution thereof to be made on such Distribution Date and the
         distribution of the Final Withdrawal to be made on such Distribution
         Date.

                  Pool Factor: Means, as of any date, the quotient (rounded to
         the seventh decimal place) computed by dividing (i) the Pool Balance as
         at such date by (ii) the original aggregate face amount of the
         Certificates. The Pool Factor as of any Distribution Date shall be
         computed after giving effect to the payment of principal, if any, on
         the Equipment Notes or other Trust Property and the distribution
         thereof to be made on such Distribution Date and the distribution of
         the Final Withdrawal to be made on such Distribution Date.

                  PTC Event of Default: Means any failure to pay within 10
         Business Days of the due date thereof: (i) the outstanding Pool Balance
         on the Final Legal Distribution Date or (ii) interest due on the
         Certificates on any Distribution Date (unless the Subordination Agent
         shall have made an Interest Drawing or Drawings (as defined in the
         Intercreditor Agreement), or a withdrawal or withdrawals pursuant to
         Section 3.6(f) of the Intercreditor Agreement, with respect thereto in
         an aggregate amount sufficient to pay such interest and shall have
         distributed such amount to the Trustee).

                  QIB: Means a qualified institutional buyer as defined in Rule
         144A.

                  Record Date: Means (i) for Scheduled Payments to be
         distributed on any Regular Distribution Date, other than the final
         distribution, the 15th day (whether or not a Business Day) preceding
         such Regular Distribution Date, and (ii) for Special Payments to be
         distributed on any Special Distribution Date, other than the final
         distribution, the 15th day (whether or not a Business Day) preceding
         such Special Distribution Date.

                  Register and Registrar: Mean the register maintained and the
         registrar appointed pursuant to Sections 3.04 and 7.12.

                  Registration Event: Means the declaration of the effectiveness
         by the SEC of the Exchange Offer Registration Statement or the Shelf
         Registration Statement.

                  Registration Rights Agreement: Means the Exchange and
         Registration Rights Agreement dated as of May 17, 2001, among the
         Initial Purchasers, the Trustee, the Other Trustees and the Company, as
         amended, supplemented or otherwise modified from time to time in
         accordance with its terms.

                  Regular Distribution Date: With respect to distributions of
         Scheduled Payments in respect of the Certificates, means each date
         designated as a Regular Distribution Date in the Certificates issued
         pursuant to this Agreement, until payment of all the Scheduled Payments
         to be made under the Equipment Notes held in the Trust have been made;
   16
                                      -11-


         provided, however, that, if any such day shall not be a Business Day,
         the related distribution shall be made on the next succeeding Business
         Day without additional interest.

                  Regulation S: Means Regulation S under the Securities Act or
         any successor regulation thereto.

                  Regulation S Definitive Certificates: Has the meaning
         specified in Section 3.01(e).

                  Regulation S Global Certificates: Has the meaning specified in
         Section 3.01(d).

                  Related Pass Through Trust Agreement: Means the Pass Through
         Trust Agreement relating to the America West Airlines Pass Through
         Trust, Series 2001-1G-S, dated the date hereof, between the Company and
         the institution acting as trustee thereunder, which agreement becomes
         effective upon the execution and delivery of the Assignment and
         Assumption Agreement pursuant to Section 11.01.

                  Related Trust: Means the America West Pass Through Trust,
         Series 2001-1G-S, formed under the Related Pass Through Trust
         Agreement.

                  Related Trustee: Means the trustee under the Related Pass
         Through Trust Agreement.

                  Responsible Officer: With respect to the Trustee, any Loan
         Trustee and any Owner Trustee, means any officer in the Corporate Trust
         Office of the Trustee, Loan Trustee or Owner Trustee or any other
         officer customarily performing functions similar to those performed by
         the persons who at the time shall be such officers, respectively, or to
         whom any corporate trust matter is referred because of his knowledge of
         and familiarity with a particular subject.

                  Restricted Definitive Certificates: Has the meaning specified
         in Section 3.01(e).

                  Restricted Global Certificate: Has the meaning specified in
         Section 3.01(c).

                  Restricted Legend: Has the meaning specified in Section 3.02.

                  Restricted Period: Has the meaning specified in Section
         3.01(d).

                  Rule 144A: Means Rule 144A under the Securities Act and any
         successor rule thereto.

                  Scheduled Payment: With respect to any Equipment Note, means
         (i) any payment of principal or interest on or in respect of such
         Equipment Note (other than any such payment which is not in fact
         received by the Subordination Agent within five days of the date on
         which such payment is scheduled to be made) due from the obligor
         thereon or (ii) any payment of interest on the Certificates with funds
         drawn under any Liquidity Facility or any payment of interest on or
         principal of the Certificates with funds drawn
   17
                                      -12-


         under the Policy, which payment in any such case represents the
         installment of principal at the stated maturity of such installment of
         principal on such Equipment Note, the payment of regularly scheduled
         interest accrued on the unpaid principal amount of such Equipment Note,
         or both; provided that any payment of principal, premium, if any, or
         interest resulting from the redemption or purchase of any Equipment
         Note shall not constitute a Scheduled Payment.

                  SEC: Means the Securities and Exchange Commission, as from
         time to time constituted or created under the United States Securities
         Exchange Act of 1934, as amended, or, if at any time after the
         execution of this instrument such Commission is not existing and
         performing the duties now assigned to it under the Trust Indenture Act,
         then the body performing such duties on such date.

                  Securities Act: Means the United States Securities Act of
         1933, as amended from time to time, or any successor thereto.

                  Shelf Registration Statement: Means the shelf registration
         statement which may be required to be filed by the Company with the SEC
         pursuant to any Registration Rights Agreement, other than an Exchange
         Offer Registration Statement.

                  Special Distribution Date: Means each date on which a Special
         Payment is to be distributed as specified in this Agreement; provided,
         however, that, if any such day shall not be a Business Day, the related
         distribution shall be made on the next succeeding Business Day without
         additional interest.

                  Special Redemption Premium: Means the premium payable by the
         Company in respect of the Final Withdrawal pursuant to the Note
         Purchase Agreement.

                  Special Payment: Means any payment (other than a Scheduled
         Payment) in respect of, or any proceeds of, any Equipment Note or Trust
         Indenture Estate (as defined in each Indenture) or Special Redemption
         Premium.

                  Special Payments Account: Means the account or accounts
         created and maintained pursuant to Section 4.01(b).

                  Subordination Agent: Has the meaning specified in the
         Intercreditor Agreement.

                  Substitute Aircraft: Has the meaning specified in the Note
         Purchase Agreement.

                  Tax: Means all license, recording, documentary, registration
         and other similar fees and all taxes, levies, imposts, duties, charges,
         assessments or withholdings of any nature whatsoever imposed by any
         Taxing Authority, together with any penalties, additions to tax, fines
         or interest thereon or additions thereto.

                  Taxing Authority: Means any federal, state or local government
         or other taxing authority in the United States, any foreign government
         or any political subdivision or taxing authority thereof, any
         international taxing authority or any territory or possession of the
         United States or any taxing authority thereof.
   18
                                      -13-


                  Transfer Date: Has the meaning specified in Section 11.01.

                  Triggering Event: Has the meaning assigned to such term in the
         Intercreditor Agreement.

                  Trust: Means the trust created by this Agreement, the estate
         of which consists of the Trust Property.

                  Trust Indenture Act: Means the United States Trust Indenture
         Act of 1939, as amended from time to time, or any successor thereto.

                  Trust Property: Means (i) the Equipment Notes held as the
         property of the Trust and, subject to the Intercreditor Agreement, all
         monies at any time paid thereon and all monies due and to become due
         thereunder, (ii) funds from time to time deposited in the Certificate
         Account and the Special Payments Account and, subject to the
         Intercreditor Agreement, any proceeds from the sale by the Trustee
         pursuant to Article VI hereof of any Equipment Note and (iii) all
         rights of the Trust and the Trustee, on behalf of the Trust, under the
         Intercreditor Agreement, the Escrow Agreement, the Note Purchase
         Agreement, the Policy and the Liquidity Facilities, including, without
         limitation, all rights to receive certain payments thereunder, and all
         monies paid to the Trustee on behalf of the Trust pursuant to the
         Intercreditor Agreement, the Policy or the Liquidity Facilities,
         provided, that rights with respect to the Deposits or under the Escrow
         Agreement, except for the right to direct withdrawals for the purchase
         of Equipment Notes to be held herein, will not constitute Trust
         Property.

                  Trustee: Means Wilmington Trust Company, or its successor in
         interest, and any successor or other trustee appointed as provided
         herein.

                  Trustee's Lien: Has the meaning specified in Section 7.17.

                  Unindemnified Tax: Means (i) any Tax imposed on the net
         income, net worth or capital, or any franchise Tax or similar doing
         business Tax, of the Pass Through Trustee (other than any such Tax
         imposed as a result of the Company's assumption of the Equipment Notes
         pursuant to the purchase of an aircraft on an EBO Date or a Material
         Adverse Tax Event), (ii) any withholding Tax imposed by the United
         States (including, without limitation, any withholding Tax imposed by
         the United States which is imposed or increased as a result of the Pass
         Through Trustee failing to deliver to the Company any certificate or
         document necessary to establish that payments under this Agreement are
         exempt from withholding Tax), and (iii) any Avoidable Tax.

                  Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such
   19
                                      -14-


application or request as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(e)) shall include:

                  (1)      a statement that each individual signing such
         certificate or opinion has read such covenant or condition and the
         definitions in this Agreement relating thereto;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3)      a statement that, in the opinion of each such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                  (4)      a statement as to whether, in the opinion of each
         such individual, such condition or covenant has been complied with.

                  Section 1.03. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters and any such Person may certify or give an opinion
as to such matters in one or several documents.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Agreement or, in respect of the Certificates, this
Agreement, they may, but need not, be consolidated and form one instrument.

                  Section 1.04. Directions of Certificateholders. (a) Any
direction, consent, request, demand, authorization, notice, waiver or other
action provided by this Agreement to be given or taken by Certificateholders (a
"Direction") may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Certificateholders in person or by an
agent or proxy duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required pursuant to this Agreement, to the Company or any Loan Trustee. Proof
of execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, the Company and any Loan Trustee, if made in the manner
provided in this Section.
   20
                                      -15-


                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or such other officer and where
such execution is by an officer of a corporation or association or a member of a
partnership, on behalf of such corporation, association or partnership, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other reasonable manner which the Trustee deems sufficient.

                  (c)      In determining whether the Certificateholders of the
requisite Fractional Undivided Interests of Certificates Outstanding have given
any Direction under this Agreement, Certificates owned by the Company or any
Affiliate thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination. In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates Outstanding,
such Certificates shall not be so disregarded, and (ii) if any amount of
Certificates so owned by any such Person have been pledged in good faith, such
Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company or any Affiliate thereof.

                  (d)      For all purposes of this Agreement, all Initial
Certificates and all Exchange Certificates shall vote and take all other actions
of Certificateholders together as one series of Certificates.

                  (e)      The Company may at its option, by delivery of an
Officer's Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than 30
days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed, such Direction may be given before or
after such record date, but only the Certificateholders of record at the close
of business on such record date shall be deemed to be Certificateholders for the
purposes of determining whether Certificateholders of the requisite proportion
of Outstanding Certificates have authorized or agreed or consented to such
Direction, and for that purpose the Outstanding Certificates shall be computed
as of such record date; provided that no such Direction by the
Certificateholders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Agreement not later than one
year after such record date.

                  (f)      Any Direction by the Holder of any Certificate shall
bind the Holder of every Certificate issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such Direction
is made upon such Certificate.
   21
                                      -16-


                  (g)      Except as otherwise provided in Section 1.04(c),
Certificates owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority, or distinction as among all of the Certificates.


                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                         ACQUISITION OF EQUIPMENT NOTES

                  Section 2.01. Issuance of Certificates; Acquisition of
Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver
the Intercreditor Agreement, the Registration Rights Agreement, the Escrow
Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each
in the form delivered to the Trustee by the Company and (ii) subject to the
respective terms thereof, to perform its obligations thereunder. Upon request of
the Company and the satisfaction or waiver of the closing conditions specified
in the Certificate Purchase Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Certificates in authorized denominations equaling
in the aggregate the amount set forth, with respect to the Trust, in Schedule II
to the Certificate Purchase Agreement evidencing the entire ownership interest
in the Trust, which amount equals the maximum aggregate principal amount of
Equipment Notes which may be purchased by the Trustee pursuant to the Note
Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and
3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates
in excess of the aggregate amount specified in this paragraph.

                  (b)      On or after the Issuance Date, the Company may
deliver from time to time to the Trustee a Delivery Notice relating to one or
more Equipment Notes. After receipt of a Delivery Notice and in any case no
later than one Business Day prior to a Delivery Date as to which such Delivery
Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an
Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when
specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice
of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or
more Deposits on the Applicable Delivery Date in accordance with and to the
extent permitted by the terms of the Escrow Agreement and the Deposit Agreement
and (B) the payment of all, or a portion, of such Deposit or Deposits in an
amount equal in the aggregate to the purchase price of such Equipment Notes to
or on behalf of the Owner Trustee or the Company, as the case may be, issuing
such Equipment Notes, all as shall be described in the Delivery Notice; provided
that, if the Issuance Date is an Applicable Delivery Date, such purchase price
shall be paid from a portion of the proceeds of the sale of the Certificates.
The Trustee shall (as and when specified in such Delivery Notice), subject to
the conditions set forth in Section 2 of the Note Purchase Agreement, enter into
and perform its obligations under the Participation Agreement specified in such
Delivery Notice (the "Applicable Participation Agreement") and cause such
certificates, documents and legal opinions relating to the Trustee to be duly
delivered as required by the Applicable Participation Agreement. If at any time
prior to the Applicable Delivery Date, the Trustee receives a notice of
postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement,
then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a
notice of cancellation of such Notice of Purchase Withdrawal relating to such
Deposit or
   22
                                      -17-


Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions
specified in the Note Purchase Agreement and the Applicable Participation
Agreement, the Trustee shall purchase the applicable Equipment Notes with the
proceeds of the withdrawals of one or more Deposits made on the Applicable
Delivery Date in accordance with the terms of the Deposit Agreement and the
Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with
respect to such Applicable Participation Agreement, from a portion of the
proceeds of the sale of the Certificates). The purchase price of such Equipment
Notes shall equal the principal amount of such Equipment Notes. Amounts
withdrawn from such Deposit or Deposits in excess of the purchase price of the
Equipment Notes or to the extent not applied on the Applicable Delivery Date to
the purchase price of the Equipment Notes, shall be re-deposited by the Trustee
with the Depositary on the Applicable Delivery Date in accordance with the terms
of the Deposit Agreement.

                  Section 2.02. Withdrawal of Deposits. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-Off Date, (i) (A) the
Trustee shall give the Escrow Agent notice that the Trustee's obligation to
purchase Equipment Notes under the Note Purchase Agreement has terminated and
instruct the Escrow Agent to provide a notice of Final Withdrawal to the
Depositary substantially in the form of Exhibit B to the Deposit Agreement (the
"Final Withdrawal Notice") and (B) the Trustee will make a demand upon the
Company under the Note Purchase Agreement for an amount equal to the Special
Redemption Premium, if applicable, such payment to be made on the Final
Withdrawal Date.

                  Section 2.03. Acceptance by Trustee. The Trustee, upon the
execution and delivery of this Agreement, acknowledges its acceptance of all
right, title and interest in and to the Trust Property and declares that the
Trustee holds and will hold such right, title and interest for the benefit of
all then present and future Certificateholders, upon the trusts herein set
forth. Subject to Section 7.14, the Trustee shall take all actions reasonably
necessary to effect the registration of all such Equipment Notes in the name of
the Subordination Agent. By its payment for and acceptance of each Certificate
issued to it under this Agreement, each initial Certificateholder as grantor of
the Trust thereby joins in the creation and declaration of the Trust.

                  Section 2.04. Limitation of Powers. The Trust is constituted
solely for the purpose of making the investment in the Equipment Notes, and,
except as set forth herein, the Trustee shall not be authorized or empowered to
acquire any other investments or engage in any other activities including
without limitation purchasing any Equipment Note issued in connection with the
redemption of outstanding Equipment Notes under any Indenture and, in
particular, the Trustee shall not be authorized or empowered to do anything that
would cause such Trust to fail to qualify as a "grantor trust" for federal
income tax purposes (including as subject to this restriction, acquiring any
Aircraft (as defined in the respective Indentures) by bidding such Equipment
Notes or otherwise, or taking any action with respect to any such Aircraft once
acquired).
   23
                                      -18-


                                   ARTICLE III

                                THE CERTIFICATES

                  Section 3.01. Title, Form, Denomination and Execution of
Certificates. (a) The Initial Certificates shall be known as the "7.10% Initial
Pass Through Certificates, Series 2001-1G-O" and the Exchange Certificates shall
be known as the "7.10% Exchange Pass Through Certificates, Series 2001-1G-O", in
each case, of the Trust. Each Certificate will represent a fractional undivided
interest in the Trust and shall be substantially in the form set forth as
Exhibit A hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or officer's execution of the Certificates (provided that such
letters, numbers or other marks of identification and such legends or
endorsements are in a form acceptable to the Company). At the Escrow Agent's
request under the Escrow Agreement, the Trustee shall affix the corresponding
Escrow Receipt to each Certificate. In any event, any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
Certificate shall be permitted unless the Corresponding Escrow Receipt is
attached thereto and also is so transferred or exchanged. By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.

                  (b)      The Initial Certificates shall be issued only in
fully registered form without coupons and only in denominations of $100,000 or
integral multiples of $1,000 in excess thereof, except that one Certificate may
be issued in a different denomination. The Exchange Certificates will be issued
in denominations of $1,000 or integral multiples thereof, except that one
Certificate may be issued in a different denomination. Each Certificate shall be
dated the date of its authentication. The aggregate Fractional Undivided
Interest of Certificates shall not at any time exceed $325,143,000.

                  (c)      The Initial Certificates offered and sold in reliance
on Rule 144A shall be issued in the form of one or more Global Certificates
substantially in the form of Exhibit A hereto with such applicable legends as
are provided for in Section 3.02 (each a "Restricted Global Certificate") duly
executed and authenticated by the Trustee as hereinafter provided. Such
Restricted Global Certificates shall be in registered form and be registered in
the name of a nominee of DTC and deposited with the Trustee, at its Corporate
Trust Office, as custodian for DTC. The aggregate principal amount of any
Restricted Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Restricted Global Certificate, as provided in Section 3.06 hereof, which
adjustments shall be conclusive as to the aggregate principal amount of any such
Global Certificate.

                  (d)      The Initial Certificates offered and sold outside the
United States in reliance on Regulation S shall be issued in the form of one or
more global Certificates
   24
                                      -19-


substantially in the form of Exhibit A hereto (each a "Regulation S Global
Certificate") duly executed and authenticated by the Trustee as hereinafter
provided. Such Regulation S Global Certificates shall be in registered form and
be registered in the name of a nominee of DTC and deposited with the Trustee, at
its Corporate Trust Office, as custodian for DTC, for credit initially and
during the Restricted Period (hereinafter defined) to the respective accounts of
beneficial owners of such Certificates (or to such other accounts as they may
direct) at Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Clearstream. As used herein, the term "Restricted
Period", with respect to the Regulation S Global Certificates offered and sold
in reliance on Regulation S, means the period of 40 consecutive days beginning
on and including the later of (i) the day on which the Certificates are first
offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the date of the closing of the offering under
the Certificate Purchase Agreement. The aggregate principal amount of any
Regulation S Global Certificate may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for DTC for such
Global Certificate, as provided in Section 3.06 hereof, which adjustments shall
be conclusive as to the aggregate principal amount of any such Global
Certificate. The Restricted Global Certificate and Regulation S Global
Certificate are sometimes collectively referred to herein as the "Global
Certificates".

                  (e)      Initial Certificates offered and sold to any
Institutional Accredited Investor which is not a QIB in a transaction exempt
from registration under the Securities Act (and other than as described in
Section 3.01(d)) shall be issued substantially in the form of Exhibit A hereto
in definitive, fully registered form without interest coupons with such
applicable legends as are provided for in Section 3.02 (the "Restricted
Definitive Certificates") duly executed and authenticated by the Trustee as
hereinafter provided. Certificates issued pursuant to Section 3.05(b) in
exchange for interests in a Regulation S Global Certificate shall be issued in
definitive, fully registered form without interest coupons (the "Regulation S
Definitive Certificates"). The Restricted Definitive Certificates and the
Regulation S Definitive Certificates are sometimes collectively referred to
herein as the "Definitive Certificates".

                  (f)      The Exchange Certificates shall be issued in the form
of one or more global Certificates substantially in the form of Exhibit A hereto
(each, a "Global Exchange Certificate"), except that (i) the Restricted Legend
(hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall
contain such appropriate insertions, omissions, substitutions and other
variations from the form set forth in Exhibit A hereto relating to the nature of
the Exchange Certificates as the Responsible Officer of the Trustee executing
such Exchange Certificates on behalf of the Trust may determine, as evidenced by
such officer's execution on behalf of the Trust of such Exchange Certificates.
Such Global Exchange Certificates shall be in registered form and be registered
in the name of DTC and deposited with the Trustee, at its Corporate Trust
Office, as custodian for DTC. The aggregate principal amount of any Global
Exchange Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Global Exchange Certificate, which adjustments shall be conclusive as to the
aggregate principal amount of any such Global Exchange Certificate. Subject to
clause (i) and (ii) of the first sentence of this Section 3.01(f), the terms
hereof applicable to Restricted Global Certificates and/or Global Certificates
shall apply to the Global Exchange Certificates, mutatis mutandis.
   25
                                      -20-


                  (g)      The Definitive Certificates shall be in registered
form and shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the officers executing such Certificates, as evidenced by their
execution of such Certificates.

                  Section 3.02. Restrictive Legends. All Initial Certificates
issued pursuant to this Agreement for resale pursuant to Rule 144A or offered
and sold to any Institutional Accredited Investor which is not a QIB (including
any Global Certificate issued upon registration of transfer, in exchange for or
in lieu of such Certificates) shall be "Restricted Certificates" and shall bear
a legend to the following effect (the "Restricted Legend") unless the Company
and the Trustee determine otherwise consistent with applicable law:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS
         NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE
         TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT;
         (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE
         ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
         CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY
         AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS
         CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A
         QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
         SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
         TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
         PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
         THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF
         IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER
         TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE
         SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
         TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE
         ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
         CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY
         AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE
         BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
         TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN,
         THE
   26
                                      -21-


         TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE
         THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
         THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE
         TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN
         VIOLATION OF THE FOREGOING RESTRICTIONS.

                  Each Global Certificate shall bear the following legend on the
face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
         AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
         REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
         HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH
         TRUST AGREEMENT REFERRED TO HEREIN.

                  Section 3.03. Authentication of Certificates. (a) On the
Issuance Date, the Trustee shall duly execute, authenticate and deliver
Certificates in authorized denominations equaling in the aggregate the amount
set forth, with respect to the Trust, in Schedule II to the Certificate Purchase
Agreement, evidencing the entire ownership of the Trust, which amount equals the
maximum aggregate principal amount of Equipment Notes which may be purchased by
the Trustee pursuant to the Note Purchase Agreement.

                  (b)      No Certificate shall be entitled to any benefit under
this Agreement or be valid or obligatory for any purpose, unless there appears
on such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Trustee by the manual signature of one of
its authorized signatories, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

                  (c)      Certificates bearing the manual or facsimile
signature of an individual who was, at the time when such signature was affixed,
authorized to sign on behalf of the Trustee shall be valid and binding
obligations of the Trust notwithstanding that such individual has
   27
                                      -22-


ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such office on the date of such Certificates.

                  Section 3.04. Transfer and Exchange. The Trustee shall cause
to be kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") of the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of such Certificates and of transfers and
exchanges of such Certificates as herein provided. The Trustee shall initially
be the registrar (the "Registrar") for the purpose of registering such
Certificates and transfers and exchanges of such Certificates as herein
provided. The Company, upon notice to the Trustee, may change the Registrar at
any time.

                  All Certificates issued upon any registration of transfer or
exchange of Certificates shall be valid obligations of the Trust, evidencing the
same interest therein, and entitled to the same benefits under this Trust
Agreement, as the Certificates surrendered upon such registration of transfer or
exchange.

                  A Certificateholder may transfer a Certificate, or request
that a Certificate be exchanged for Certificates in an aggregate Fractional
Undivided Interest equal to the Fractional Undivided Interest of such
Certificate surrendered for exchange of other authorized denominations, by
surrender of such Certificate to the Trustee with the form of transfer notice
thereon duly completed and executed, and otherwise complying with the terms of
this Agreement, including providing evidence of compliance with any restrictions
on transfer, in form satisfactory to the Trustee and the Registrar; provided
that no exchanges of Initial Certificates for Exchange Certificates shall occur
until an Exchange Offer Registration Statement shall have been declared
effective by the SEC (notice of which shall be provided to the Trustee by the
Company). No such transfer shall be effected until, and such transferee shall
succeed to the rights of a Certificateholder only upon, final acceptance and
registration of the transfer by the Registrar in the Register. Prior to the
registration of any transfer by a Certificateholder as provided herein, the
Trustee shall treat the person in whose name the Certificate is registered as
the owner thereof for all purposes, and the Trustee shall not be affected by
notice to the contrary. Furthermore, DTC shall, by acceptance of a Global
Certificate, agree that transfers of beneficial interests in such Global
Certificate may be effected only through a book-entry system maintained by DTC
(or its agent) and that ownership of a beneficial interest in the Certificate
shall be required to be reflected in a book-entry. When Certificates are
presented to the Registrar with a request to register the transfer thereof or to
exchange them for other authorized denominations of a Certificate in a
Fractional Undivided Interest equal to the aggregate Fractional Undivided
Interest of Certificates surrendered for exchange, the Registrar shall register
the transfer or make the exchange as requested if its requirements for such
transactions are met.

                  To permit registrations of transfers and exchanges in
accordance with the terms, conditions and restrictions hereof, the Trustee shall
execute and authenticate Certificates at the Registrar's request. No service
charge shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates. All Certificates
surrendered for registration of transfer or exchange shall be canceled and
subsequently destroyed by the Trustee.
   28
                                      -23-


                  Section 3.05. Book-Entry Provisions for Restricted Global
Certificates and Regulation S Global Certificates. (a) Members of, or
participants in, DTC ("Agent Members") shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the
Trustee as its custodian, and DTC may be treated by the Trustee and any agent of
the Trustee as the absolute owner of such Global Certificate for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trustee or any agent of the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or shall impair, as
between DTC and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Certificate. Upon the
issuance of any Global Certificate, the Registrar or its duly appointed agent
shall record DTC as the registered holder of such Global Certificate.

                  (b)      Transfers of any Global Certificate shall be limited
to transfers of such Restricted Global Certificate or Regulation S Global
Certificate in whole, but not in part, to DTC. Beneficial interests in the
Restricted Global Certificate and any Regulation S Global Certificate may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 3.06. Beneficial interests in a Restricted Global
Certificate or a Regulation S Global Certificate shall be delivered to all
beneficial owners thereof in the form of Restricted Definitive Certificates or
Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies
the Trustee that it is unwilling or unable to continue as depositary for such
Restricted Global Certificate or Regulation S Global Certificate, as the case
may be, and a successor depositary is not appointed by the Trustee within 90
days of such notice, and (ii) after the occurrence and during the continuance of
an Event of Default, owners of beneficial interests in a Global Certificate with
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust advise the Trustee, the Company and DTC through Agent Members in
writing that the continuation of a book-entry system through DTC or its
successor is no longer in their best interests.

                  (c)      Any beneficial interest in one of the Global
Certificates that is transferred to a Person who takes delivery in the form of
an interest in another Global Certificate will, upon such transfer, cease to be
an interest in such Global Certificate and become an interest in the other
Global Certificate and, accordingly, will thereafter be subject to all transfer
restrictions, if any, and other procedures applicable to beneficial interests in
such other Global Certificate for as long as it remains such an interest.

                  (d)      In connection with the transfer of an entire
Restricted Global Certificate or an entire Regulation S Global Certificate to
the beneficial owners thereof pursuant to paragraph (b) of this Section 3.05,
such Restricted Global Certificate or Regulation S Global Certificate, as the
case may be, shall be deemed to be surrendered to the Trustee for cancellation,
and the Trustee shall execute, authenticate and deliver, to each beneficial
owner identified by DTC in exchange for its beneficial interest in such
Restricted Global Certificate or Regulation S Global Certificate, as the case
may be, an equal aggregate principal amount of Restricted Definitive
Certificates or Regulation S Definitive Certificates, as the case may be, of
authorized denominations. None of the Company, the Registrar, the Paying Agent
nor the Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
registration instructions. Upon the issuance of Definitive Certificates, the
Trustee shall recognize the Person in whose name the Definitive
   29
                                      -24-


Certificates are registered in the Register as Certificateholders hereunder.
Neither the Company nor the Trustee shall be liable if the Trustee or the
Company is unable to locate a qualified successor clearing agency.

                  (e)      Any Definitive Certificate delivered in exchange for
an interest in the Restricted Global Certificate pursuant to paragraph (b) of
this Section 3.05 shall, except as otherwise provided by paragraph (e) of
Section 3.06, bear the Restricted Legend.

                  (f)      Prior to the expiration of the Restricted Period, any
Regulation S Definitive Certificate delivered in exchange for an interest in a
Regulation S Global Certificate pursuant to paragraph (b) of this Section shall
bear the Restricted Legend.

                  (g)      The registered holder of any Restricted Global
Certificate or Regulation S Global Certificate may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Agreement or the Certificates.

                  Section 3.06. Special Transfer Provisions. Unless and until
(i) an Initial Certificate is sold under an effective Shelf Registration
Statement, or (ii) an Initial Certificate is exchanged for an Exchange
Certificate pursuant to an effective Exchange Offer Registration Statement, in
each case pursuant to the terms of the Registration Rights Agreement, the
following provisions shall apply to such Initial Certificates:

                  (a)      Transfers to Non-QIB Institutional Accredited
         Investors. The following provisions shall apply with respect to the
         registration of any proposed transfer of a Certificate to any
         Institutional Accredited Investor which is neither a QIB nor a Non-U.S.
         Person:

                           (i) The Registrar shall register the transfer of any
                  Certificate, whether or not bearing the Restricted Legend,
                  only if (x) the requested transfer is at least two years after
                  the later of the original issue date of the Certificates and
                  the last date on which such Certificate was held by the
                  Company, the Trustee or any affiliate of any of such Persons
                  or (y) the proposed transferor is an Initial Purchaser who is
                  transferring Certificates purchased under the Certificates
                  Purchase Agreement and the proposed transferee has delivered
                  to the Registrar a letter substantially in the form of Exhibit
                  C hereto and the aggregate principal amount of the
                  Certificates being transferred is at least $100,000. Except as
                  provided in the foregoing clause (y), the Registrar shall not
                  register the transfer of any Certificate to any Institutional
                  Accredited Investor which is neither a QIB nor a Non-U.S.
                  Person.

                           (ii) If the proposed transferor is an Agent Member
                  holding a beneficial interest in a Restricted Global
                  Certificate, upon receipt by the Registrar of (x) the
                  documents, if any, required by paragraph (i) and (y)
                  instructions given in accordance with DTC's and the
                  Registrar's procedures, the Registrar shall reflect on its
                  books and records the date of the transfer and a decrease in
                  the principal amount of such Restricted Global Certificate in
                  an amount equal to the principal amount of the beneficial
                  interest in such Restricted Global Certificate to be
   30
                                      -25-


                  transferred, and the Trustee shall execute, authenticate and
                  deliver to the transferor or at its direction, one or more
                  Restricted Definitive Certificates of like tenor and amount.

                  (b)      Transfers to QIBs. The following provisions shall
         apply with respect to the registration of any proposed transfer of an
         Initial Certificate to a QIB (excluding Non-U.S. Persons):

                           (i) If the Certificate to be transferred consists of
                  Restricted Definitive Certificates, or of an interest in any
                  Regulation S Global Certificate during the Restricted Period,
                  the Registrar shall register the transfer if such transfer is
                  being made by a proposed transferor who has checked the box
                  provided for on the form of Initial Certificate stating, or
                  has otherwise advised the Trustee and the Registrar in
                  writing, that the sale has been made in compliance with the
                  provisions of Rule 144A to a transferee who has signed the
                  certification provided for on the form of Initial Certificate
                  stating, or has otherwise advised the Trustee and the
                  Registrar in writing, that it is purchasing the Initial
                  Certificate for its own account or an account with respect to
                  which it exercises sole investment discretion and that it, or
                  the Person on whose behalf it is acting with respect to any
                  such account, is a QIB within the meaning of Rule 144A, and is
                  aware that the sale to it is being made in reliance on Rule
                  144A and acknowledges that it has received such information
                  regarding the Trust and/or the Company as it has requested
                  pursuant to Rule 144A or has determined not to request such
                  information and that it is aware that the transferor is
                  relying upon its foregoing representations in order to claim
                  the exemption from registration provided by Rule 144A.

                           (ii) Upon receipt by the Registrar of the documents
                  required by clause (i) above and instructions given in
                  accordance with DTC's and the Registrar's procedures therefor,
                  the Registrar shall reflect on its books and records the date
                  of such transfer and an increase in the principal amount of a
                  Restricted Global Certificate in an amount equal to the
                  principal amount of the Restricted Definitive Certificates or
                  interests in such Regulation S Global Certificate, as the case
                  may be, being transferred, and the Trustee shall cancel such
                  Definitive Certificates or decrease the amount of such
                  Regulation S Global Certificate so transferred.

                  (c)      Transfers of Interests in the Regulation S Global
         Certificate or Regulation S Definitive Certificates. After the
         expiration of the Restricted Period, the Registrar shall register any
         transfer of interests in any Regulation S Global Certificate or
         Regulation S Definitive Certificates without requiring any additional
         certification. Until the expiration of the Restricted Period, interests
         in the Regulation S Global Certificate may only be held through Agent
         Members acting for and on behalf of Euroclear and Clearstream.

                  (d)      Transfers to Non-U.S. Persons at Any Time. The
         following provisions shall apply with respect to any registration of
         any transfer of an Initial Certificate to a Non-U.S. Person:
   31
                                      -26-


                           (i) Prior to the expiration of the Restricted Period,
                  the Registrar shall register any proposed transfer of an
                  Initial Certificate to a Non-U.S. Person upon receipt of a
                  certificate substantially in the form set forth as Exhibit B
                  hereto from the proposed transferor.

                           (ii) After the expiration of the Restricted Period,
                  the Registrar shall register any proposed transfer to any
                  Non-U.S. Person if the Certificate to be transferred is a
                  Restricted Definitive Certificate or an interest in a
                  Restricted Global Certificate, upon receipt of a certificate
                  substantially in the form of Exhibit B from the proposed
                  transferor. The Registrar shall promptly send a copy of such
                  certificate to the Company.

                           (iii) Upon receipt by the Registrar of (x) the
                  documents, if any, required by clause (ii) and (y)
                  instructions in accordance with DTC's and the Registrar's
                  procedures, the Registrar shall reflect on its books and
                  records the date of such transfer and a decrease in the
                  principal amount of such Restricted Global Certificate in an
                  amount equal to the principal amount of the beneficial
                  interest in such Restricted Global Certificate to be
                  transferred, and, upon receipt by the Registrar of
                  instructions given in accordance with DTC's and the
                  Registrar's procedures, the Registrar shall reflect on its
                  books and records the date and an increase in the principal
                  amount of the Regulation S Global Certificate in an amount
                  equal to the principal amount of the Restricted Definitive
                  Certificate or the Restricted Global Certificate, as the case
                  may be, to be transferred, and the Trustee shall cancel the
                  Definitive Certificate, if any, so transferred or decrease the
                  amount of such Restricted Global Certificate.

                  (e)      Restricted Legend. Upon the transfer, exchange or
         replacement of Certificates not bearing the Restricted Legend, the
         Registrar shall deliver Certificates that do not bear the Restricted
         Legend. Upon the transfer, exchange or replacement of Certificates
         bearing the Restricted Legend, the Registrar shall deliver only
         Certificates that bear the Restricted Legend unless either (i) the
         circumstances contemplated by paragraph (d)(ii) of this Section 3.06
         exist or (ii) there is delivered to the Registrar an Opinion of Counsel
         to the effect that neither such legend nor the related restrictions on
         transfer are required in order to maintain compliance with the
         provisions of the Securities Act.

                  (f)      General. By acceptance of any Certificate bearing the
         Restricted Legend, each Holder of such a Certificate acknowledges the
         restrictions on transfer of such Certificate set forth in this
         Agreement and agrees that it will transfer such Certificate only as
         provided in this Agreement. The Registrar shall not register a transfer
         of any Certificate unless such transfer complies with the restrictions
         on transfer, if any, of such Certificate set forth in this Agreement.
         In connection with any transfer of Certificates, each Certificateholder
         agrees by its acceptance of the Certificates to furnish the Registrar
         or the Trustee such certifications, legal opinions or other information
         as either of them may reasonably require to confirm that such transfer
         is being made pursuant to an exemption from, or a transaction not
         subject to, the registration requirements of the Securities Act and in
         accordance with the terms and provisions of this Article III;
   32
                                      -27-


         provided that the Registrar shall not be required to determine the
         sufficiency of any such certifications, legal opinions or other
         information.

                  Until such time as no Certificates remain Outstanding, the
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.05 or this Section 3.06. The
Trustee, if not the Registrar at such time, shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.

                  Section 3.07. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the Registrar
or the Registrar receives evidence to its satisfaction of the destruction, loss
or theft of any Certificate and (b) there is delivered to the Registrar and the
Trustee such security, indemnity or bond, as may be required by them to save
each of them harmless, then, in the absence of notice to the Registrar or the
Trustee that such destroyed, lost or stolen Certificate has been acquired by a
protected purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest and bearing a number not contemporaneously outstanding.

                  In connection with the issuance of any new Certificate under
this Section 3.07, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Registrar) connected therewith.

                  Any duplicate Certificate issued pursuant to this Section 3.07
shall constitute conclusive evidence of the appropriate Fractional Undivided
Interest in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

                  Section 3.08. Persons Deemed Owners. Prior to due presentment
of a Certificate for registration of transfer, the Trustee, the Registrar and
any Paying Agent may treat the Person in whose name any Certificate is
registered (as of the day of determination) as the owner of such Certificate for
the purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

                  Section 3.09. Cancellation. All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to the Trustee or any
agent of the Trustee other than the Registrar, be delivered to the Registrar for
cancellation and shall promptly be canceled by it. No Certificates shall be
authenticated in lieu of or in exchange for any Certificates canceled as
provided in this Section, except as expressly permitted by this Agreement. All
canceled
   33
                                      -28-


Certificates held by the Registrar shall be destroyed and a certification of
their destruction delivered to the Trustee.

                  Section 3.10. Temporary Certificates. Until definitive
Certificates are ready for delivery, the Trustee shall authenticate temporary
Certificates. Temporary Certificates shall be substantially in the form of
definitive Certificates but may have insertions, substitutions, omissions and
other variations determined to be appropriate by the officers executing the
temporary Certificates, as evidenced by their execution of such temporary
Certificates. If temporary Certificates are issued, the Trustee will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee designated for such purpose
pursuant to Section 7.12, without charge to the Certificateholder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall execute, authenticate and deliver in exchange therefor a like face
amount of definitive Certificates of authorized denominations. Until so
exchanged, the temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates.

                  Section 3.11. Limitation of Liability for Payments. All
payments and distributions made to Certificateholders in respect of the
Certificates shall be made only from the Trust Property and only to the extent
that the Trustee shall have sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of Article IV of
this Agreement. Each Certificateholder, by its acceptance of a Certificate,
agrees that it will look solely to the income and proceeds from the Trust
Property for any payment or distribution due to such Certificateholder pursuant
to the terms of this Agreement and that it will not have any recourse to the
Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Policy
Provider, the Owner Trustees or the Owner Participants, except as otherwise
expressly provided herein or in the Intercreditor Agreement.

                  The Company is a party to this Agreement solely for purposes
of meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder (except as otherwise expressly
provided herein).

                  Section 3.12 ERISA Restrictive Legend. All Certificates issued
pursuant to this Agreement shall bear a legend to the following effect (the
"ERISA Legend") unless the Company and the Trustee determine otherwise
consistent with applicable law:

"BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE
AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR
MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS
THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."
   34
                                      -29-


                  By acceptance of any Certificate bearing the ERISA Legend,
each Holder of such a Certificate acknowledges the restrictions on transfer of
such Certificate set forth in this Agreement and agrees that it will transfer
such Certificate only as provided in this Agreement. The Trustee shall not
register a transfer of any Certificate unless such transfer complies with the
restrictions on transfer, if any, of such Certificate set forth in such legend.


                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

                  Section 4.01. Certificate Account and Special Payments
Account. (a) The Trustee shall establish and maintain on behalf of the
Certificateholders a Certificate Account as one or more non-interest-bearing
accounts. The Trustee shall hold the Certificate Account in trust for the
benefit of the Certificateholders, and shall make or permit withdrawals
therefrom only as provided in this Agreement. On each day when a Scheduled
Payment is made to the Trustee under the Intercreditor Agreement, the Trustee
upon receipt thereof shall immediately deposit the aggregate amount of such
Scheduled Payment in the Certificate Account.

                  (b)      The Trustee shall establish and maintain on behalf of
the Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest bearing except as provided in Section 4.04. The Trustee
shall hold the Special Payments Account in trust for the benefit of the
Certificateholders and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when one or more Special Payments are
made to the Trustee under the Intercreditor Agreement and upon the payment of
the Special Redemption Premium to the Trustee under the Note Purchase Agreement,
the Trustee, upon receipt thereof, shall immediately deposit the aggregate
amount of such Special Payments in the Special Payments Account.

                  (c)      The Trustee shall cause the Subordination Agent to
present to the related Loan Trustee of each Equipment Note such Equipment Note
on the date of its stated final maturity or, in the case of any Equipment Note
which is to be redeemed in whole pursuant to the related Indenture, on the
applicable redemption date under such Indenture.

                  Section 4.02. Distributions from Certificate Account and
Special Payments Account. (a) On each Regular Distribution Date or as soon
thereafter as the Trustee has confirmed receipt of the payment of all or any
part of the Scheduled Payments due on such date, the Trustee shall distribute
out of the Certificate Account the entire amount deposited therein pursuant to
Section 4.01(a). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Regular Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the
Certificate Account, except that, with respect to Certificates registered on the
Record Date in the name of DTC, such distribution shall be made by wire transfer
in immediately available funds to the account designated by DTC.
   35
                                      -30-


                  (b)      On each Special Distribution Date with respect to any
Special Payment or as soon thereafter as the Trustee has confirmed receipt of
any Special Payments due on the Equipment Notes held in the related Trust or
realized upon the sale of such Equipment Notes or receipt of the Special
Redemption Premium, the Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the Special
Payments Account on account of such Special Payment, except that, with respect
to Certificates registered on the Record Date in the name of DTC, such
distribution shall be made by wire transfer in immediately available funds to
the account designated by DTC.

                  (c)      The Trustee shall cause notice of each Special
Payment to be mailed to each Certificateholder at his address as it appears in
the Register. In the event of redemption or purchase of Equipment Notes held in
the Trust, such notice shall be mailed not less than 20 days prior to the
Special Distribution Date for the Special Payment resulting from such redemption
or purchase, which Special Distribution Date shall be the date of such
redemption or purchase. In the event of the payment of a Special Redemption
Premium by the Company to the Trustee under the Note Purchase Agreement, such
notice shall be mailed, together with the notice by the Escrow Paying Agent
under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the
Special Distribution Date for such amount, which Special Distribution Date shall
be the Final Withdrawal Date. In the case of distributions pursuant to Section
3.7(c) or Section 3.7(e) of the Intercreditor Agreement, the Trustee will mail
notice to the Certificateholders stating the Special Distribution Date, the
related Record Date, the amount of such distribution and the reason for such
distribution. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Trustee has confirmed that it has
received funds for such Special Payment, stating the Special Distribution Date
for such Special Payment which shall occur not less than 20 days after the date
of such notice and as soon as practicable thereafter. Notices mailed by the
Trustee shall set forth:

                  (i) the Special Distribution Date and the Record Date therefor
         (except as otherwise provided in Section 11.01),

                  (ii) the amount of the Special Payment for each $1,000 face
         amount Certificate and the amount thereof constituting principal,
         premium, if any, and interest,

                  (iii) the reason for the Special Payment, and

                  (iv) if the Special Distribution Date is the same date as a
         Regular Distribution Date, the total amount to be received on such date
         for each $1,000 face amount Certificate.

If the amount of (i) premium, if any, payable upon the redemption or purchase of
an Equipment Note or (ii) the Special Redemption Premium, if any, has not been
calculated at the time that the
   36
                                      -31-


Trustee mails notice of a Special Payment, it shall be sufficient if the notice
sets forth the other amounts to be distributed and states that any premium
received will also be distributed.

                  If any redemption of the Equipment Notes held in the Trust is
canceled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

                  Section 4.03. Statements to Certificateholders. (a) On each
Distribution Date, the Trustee will include with each distribution to
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below (in the case of a
Special Payment, including any Special Redemption Premium, reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Certificate as to (ii),
(iii), (iv) and (v) below) the following information:

                  (i) the aggregate amount of funds distributed on such
         Distribution Date hereunder and under the Escrow Agreement, indicating
         the amount allocable to each source including any portion thereof paid
         by the Liquidity Provider and/or the Policy Provider;

                  (ii) the amount of such distribution hereunder allocable to
         principal and the amount allocable to premium (including the Special
         Redemption Premium), if any;

                  (iii) the amount of such distribution hereunder allocable to
         interest; and

                  (iv) the amount of such distribution under the Escrow
         Agreement allocable to interest;

                  (v) the amount of such distribution under the Escrow Agreement
         allocable to Deposits; and

                  (vi) the Pool Balance and the Pool Factor.

                  With respect to the Certificates registered in the name of
DTC, on the Record Date prior to each Distribution Date, the Trustee will
request that DTC post on its internet bulletin board a securities position
listing setting forth the names of all Agent Members reflected on DTC's books as
holding interests in the Certificates on such Record Date.

                  (b)      Within a reasonable period of time after the end of
each calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any time during such calendar year
was a Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
above for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for such
portion of such year, and such other items as are readily available to the
Trustee and which a Certificateholder shall reasonably request as necessary for
the purpose of such Certificateholder's preparation of its federal income tax
returns. Such statement and such other items shall be prepared on the basis of
information supplied to the Trustee by the Agent Members and shall be delivered
by the Trustee to such Agent Members to be available for
   37
                                      -32-


forwarding by such Agent Members to the holders of interests in the Certificates
in the manner described in Section 4.03(a).

                  (c)      Promptly following (i) the Delivery Period
Termination Date, if there has been any change in the information set forth in
clauses (x), (y) and (z) below from that set forth in page 56 of the Offering
Circular, and (ii) any early redemption or purchase of, or any default in the
payment of principal or interest in respect of, any of the Equipment Notes held
in the Trust, or any Final Withdrawal, the Trustee shall furnish to
Certificateholders of record on such date a statement setting forth (x) the
expected Pool Balances for each subsequent Regular Distribution Date following
the Delivery Period Termination Date, (y) the related Pool Factors for such
Regular Distribution Dates and (z) the expected principal distribution schedule
of the Equipment Notes, in the aggregate, held as Trust Property at the date of
such notice. With respect to the Certificates registered in the name of DTC, on
the Delivery Period Termination Date, the Trustee will request from DTC a
securities position listing setting forth the names of all Agent Members
reflected on DTC's books as holding interests in the Certificates on such date.
The Trustee will mail to each such Agent Member the statement described above
and will make available additional copies as requested by such Agent Member for
forwarding to holders of interests in the Certificates.

                  Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested in Permitted Investments by the Trustee pending
distribution of such Special Payment pursuant to Section 4.02. Any investment
made pursuant to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be used to
make the payment required under Section 4.02 on the applicable Special
Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The Trustee shall have no liability with respect to any
investment made pursuant to this Section 4.04, other than by reason of the
willful misconduct or negligence of the Trustee. All income and earnings from
such investments shall be distributed on such Special Distribution Date as part
of such Special Payment.


                                    ARTICLE V

                                   THE COMPANY

                  Section 5.01. Maintenance of Corporate Existence. The Company,
at its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, except as
permitted by Section 5.02.

                  Section 5.02. Consolidation, Merger, etc. The Company shall
not consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

                  (a)      the corporation formed by such consolidation or into
         which the Company is merged or the Person that acquires by conveyance,
         transfer or lease substantially all of the assets of the Company as an
         entirety shall be (i) organized and validly existing under the laws of
         the United States of America or any state thereof or the District of
         Columbia,
   38
                                      -33-


         (ii) a "citizen of the United States" as defined in 49 U.S.C.
         40102(a)(15), as amended, and (iii) a United States certificated air
         carrier, if and so long as such status is a condition of entitlement to
         the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as
         amended (11 U.S.C. Section 1110);

                  (b)      the corporation formed by such consolidation or into
         which the Company is merged or the Person which acquires by conveyance,
         transfer or lease substantially all of the assets of the Company as an
         entirety shall execute and deliver to the Trustee a duly authorized,
         valid, binding and enforceable agreement in form and substance
         reasonably satisfactory to the Trustee containing an assumption by such
         successor corporation or Person of the due and punctual performance and
         observance of each covenant and condition of this Agreement, the Other
         Pass Through Trust Agreements and each Financing Document to be
         performed or observed by the Company; and

                  (c)      the Company shall have delivered to the Trustee an
         Officer's Certificate of the Company reasonably satisfactory to the
         Trustee, stating that such consolidation, merger, conveyance, transfer
         or lease and the assumption agreement mentioned in clause (b) above
         comply with this Section 5.02 and that all conditions precedent herein
         provided for relating to such transaction have been complied with.

                  Upon any consolidation or merger, or any conveyance, transfer
or lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor corporation or Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Agreement with
the same effect as if such successor corporation or Person had been named as the
Company herein. No such conveyance, transfer or lease of substantially all of
the assets of the Company as an entirety shall have the effect of releasing any
successor corporation or Person which shall have become such in the manner
prescribed in this Section 5.02 from its liability in respect of this Agreement
and any Financing Document to which it is a party.


                                   ARTICLE VI

                                    DEFAULT

                  Section 6.01. Events of Default. (a) Exercise of Remedies.
Upon the occurrence and during the continuation of any Indenture Default under
any Indenture, with ten days' written notice to the Trustee and each
Certificateholder, the Trustee may, to the extent it is the Controlling Party at
such time (as determined pursuant to the Intercreditor Agreement), direct the
exercise of remedies as provided in the Intercreditor Agreement.

                  (b)      Purchase Rights of Certificateholders. By acceptance
of its Certificate, each Certificateholder agrees that at any time within 180
days after the occurrence and during the continuation of a Triggering Event,

                  (i) each Class C Certificateholder shall have the right to
         purchase all, but not less than all, of the Certificates upon ten days'
         written notice to the Trustee and each other
   39
                                      -34-


         Class C Certificateholder, provided that (A) if prior to the end of
         such ten-day period any other Class C Certificateholder notifies such
         purchasing Class C Certificateholder that such other Class C
         Certificateholder wants to participate in such purchase, then such
         other Class C Certificateholder may join with the purchasing Class C
         Certificateholder to purchase all, but not less than all, of the
         Certificates pro rata based on the Fractional Undivided Interest in the
         Class C Trust held by each such Class C Certificateholder and (B) if
         prior to the end of such ten-day period any other Class C
         Certificateholder fails to notify the purchasing Class C
         Certificateholder of such other Class C Certificateholder's desire to
         participate in such a purchase, then such other Class C
         Certificateholder shall lose its right to purchase the Certificates
         pursuant to this Section 6.01(b);

                  (ii) each Class D Certificateholder shall have the right
         (which shall not expire upon any purchase of the Certificates pursuant
         to clause (i) above) to purchase all, but not less than all, of the
         Certificates and the Class C Certificates upon ten days' written notice
         to the Trustee, the Class C Trustee and each other Class D
         Certificateholder, provided that (A) if prior to the end of such
         ten-day period any other Class D Certificateholder notifies such
         purchasing Class D Certificateholder that such other Class D
         Certificateholder wants to participate in such purchase, then such
         other Class D Certificateholder may join with the purchasing Class D
         Certificateholder to purchase all, but not less than all, of the
         Certificates and the Class C Certificates pro rata based on the
         Fractional Undivided Interest in the Class D Trust, taken as a whole,
         held by each such Class D Certificateholder and (B) if prior to the end
         of such ten-day period any other Class D Certificateholder fails to
         notify the purchasing Class D Certificateholder of such other Class D
         Certificateholder's desire to participate in such a purchase, then such
         other Class D Certificateholder shall lose its right to purchase the
         Certificates pursuant to this Section 6.01(b); and

                  (iii) whether or not any Class C Certificateholders or Class D
         Certificateholders exercise their right to purchase pursuant to clause
         (i) or (ii) above, the Policy Provider, if it is then the Controlling
         Party and 180 days have elapsed since the occurrence of a Triggering
         Event that is continuing, shall have the right (except in the event of
         a Policy Provider Default) to purchase all, but not less than all, of
         the Certificates upon ten days' written notice to the Trustee and the
         Certificateholders.

                  The purchase price with respect to the Certificates shall be
equal to the Pool Balance of the Certificates, together with accrued and unpaid
interest thereon to the date of such purchase, without premium, but including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of the
Escrow Agreement relating to the distribution of unused Deposits and accrued and
unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under the
Escrow Agreement (which deducted amounts shall remain distributable to, and may
be retained by, the Certificateholder as of such Record Date) and (ii) if such
purchase occurs after a Record Date, such purchase price shall be reduced by the
amount to be distributed hereunder on the related Distribution Date (which
deducted amounts shall remain distributable to, and may be retained by, the
Certificateholder as of such Record Date); provided, further, that
   40
                                      -35-


no such purchase of Certificates shall be effective unless the purchaser(s)
shall certify to the Trustee that contemporaneously with such purchase, such
purchaser(s) is purchasing, pursuant to the terms of this Agreement and the
Other Pass Through Trust Agreements, the Certificates, the Class C Certificates
and the Class D Certificates which are senior to the securities held by such
purchaser(s). Each payment of the purchase price of the Certificates referred to
in the first sentence hereof shall be made to an account or accounts designated
by the Trustee and each such purchase shall be subject to the terms of this
Section 6.01(b). Each Certificateholder agrees by its acceptance of its
Certificate that it will, subject to Section 3.04 hereof, upon payment from such
Class C Certificateholder(s) or Class D Certificateholder(s), as the case may
be, of the purchase price set forth in the first sentence of this paragraph,
forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without
recourse, representation or warranty of any kind except for its own acts), all
of the right, title, interest and obligation of such Certificateholder in this
Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Liquidity Facility, the Policy, the Financing Documents and all
Certificates and Escrow Receipts held by such Certificateholder (excluding all
right, title and interest under any of the foregoing to the extent such right,
title or interest is with respect to an obligation not then due and payable as
respects any action or inaction or state of affairs occurring prior to such
sale) and the purchaser shall assume all of such Certificateholder's obligations
under this Agreement, the Escrow Agreement, the Deposit Agreement, the
Intercreditor Agreement, the Liquidity Facility, the Policy, the Financing
Documents and all such Certificates and Escrow Receipts. The Certificates will
be deemed to be purchased on the date payment of the purchase price is made
notwithstanding the failure of the Certificateholders to deliver any
Certificates (whether in the form of Definitive Certificates or beneficial
interests in Global Certificates) and, upon such a purchase, (i) the only rights
of the Certificateholders will be to deliver the Certificates to the
purchaser(s) and receive the purchase price for such Certificates and (ii) if
the purchaser(s) shall so request, such Certificateholder will comply with all
the provisions of Section 3.04 hereof to enable new Certificates to be issued to
the purchaser in such denominations as it shall request. All charges and
expenses in connection with the issuance of any such new Certificates shall be
borne by the purchaser thereof.

                  As used in this Section 6.01(b), the terms "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee",
"Class D Certificate", "Class D Trust" and "Class D Trustee", shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.

                  Section 6.02. Incidents of Sale of Equipment Notes. Upon any
sale of all or any part of the Equipment Notes made either under the power of
sale given under this Agreement or otherwise for the enforcement of this
Agreement, the following shall be applicable:

                  (1)      Certificateholders and Trustee May Purchase Equipment
         Notes. Any Certificateholder, the Trustee in its individual or any
         other capacity or any other Person may bid for and purchase any of the
         Equipment Notes, and upon compliance with the terms of sale, may hold,
         retain, possess and dispose of such Equipment Notes in their own
         absolute right without further accountability.

                  (2)      Receipt of Trustee Shall Discharge Purchaser. The
         receipt of the Trustee making such sale shall be a sufficient discharge
         to any purchaser for his purchase money,
   41
                                      -36-


         and, after paying such purchase money and receiving such receipt, such
         purchaser or its personal representative or assigns shall not be
         obliged to see to the application of such purchase money, or be in any
         way answerable for any loss, misapplication or non-application thereof.

                  (3)      Application of Moneys Received upon Sale. Any moneys
         collected by the Trustee upon any sale made either under the power of
         sale given by this Agreement or otherwise for the enforcement of this
         Agreement shall be applied as provided in Section 4.02.

                  Section 6.03. Judicial Proceedings Instituted by Trustee;
Trustee May Bring Suit. If there shall be a failure to make payment of the
principal of, premium, if any, or interest on any Equipment Note, or if there
shall be any failure to pay Rent (as defined in the relevant Lease) under any
Lease when due and payable, then the Trustee, in its own name and as trustee of
an express trust, as holder of such Equipment Notes, to the extent permitted by
and in accordance with the terms of the Intercreditor Agreement and the
Financing Documents (subject to the rights of the applicable Owner Trustee or
Owner Participant to cure any such failure to pay principal of, premium, if any,
or interest on any Equipment Note or to pay Rent under any Lease in accordance
with the applicable Indenture), shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, for the collection
of the sums so due and unpaid on such Equipment Notes or under such Lease and
may prosecute any such claim or proceeding to judgment or final decree with
respect to the whole amount of any such sums so due and unpaid.

                  Section 6.04 Control by Certificateholders. Subject to Section
6.03 and the Intercreditor Agreement, the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the Trust shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Trust or pursuant to the terms of the Intercreditor
Agreement, or exercising any trust or power conferred on the Trustee under this
Agreement or the Intercreditor Agreement, including any right of the Trustee as
Controlling Party under the Intercreditor Agreement or as holder of the
Equipment Notes, provided that:

                  (1)      such Direction shall not be in conflict with any rule
         of law or with this Agreement and would not involve the Trustee in
         personal liability or expense,

                  (2)      the Trustee shall not determine that the action so
         directed would be unjustly prejudicial to the Certificateholders not
         taking part in such Direction, and

                  (3)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such Direction.

                  Section 6.05. Waiver of Past Defaults. Subject to the
Intercreditor Agreement, the Certificateholders holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust (i) may on behalf of all of the Certificateholders waive any past
Event of Default hereunder and its consequences or (ii) if the Trustee is the
Controlling Party, may direct the Trustee to instruct the applicable Loan
Trustee to waive any
   42
                                      -37-


past Indenture Default under any Indenture and its consequences, and thereby
annul any Direction given by such Certificateholders or the Trustee to such Loan
Trustee with respect thereto, except a default:

                  (1)      in the deposit of any Scheduled Payment or Special
         Payment under Section 4.01 or in the distribution of any payment under
         Section 4.02 on the Certificates, or

                  (2)      in the payment of the principal of (premium, if any)
         or interest on the Equipment Notes, or

                  (3)      in respect of a covenant or provision hereof which
         under Article IX cannot be modified or amended without the consent of
         each Certificateholder holding an Outstanding Certificate affected
         thereby.

                  Upon any such waiver, such default shall cease to exist with
respect to the Certificates and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose and any direction given by the
Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall
be annulled with respect thereto; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued
under the relevant Indenture to waive the corresponding Indenture Default.

                  Section 6.06. Right of Certificateholders to Receive Payments
Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding,
including, without limitation, Section 6.07 hereof, but subject to the
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

                  Section 6.07. Certificateholders May Not Bring Suit Except
Under Certain Conditions. A Certificateholder shall not have the right to
institute any suit, action or proceeding at law or in equity or otherwise with
respect to this Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Agreement, unless:

                  (1)      such Certificateholder previously shall have given
         written notice to the Trustee of a continuing Event of Default;

                  (2)      Certificateholders holding Certificates evidencing
         Fractional Undivided Interests aggregating not less than 25% of the
         Trust shall have requested the Trustee in writing to institute such
         action, suit or proceeding and shall have offered to the Trustee
         indemnity as provided in Section 7.03(e);

                  (3)      the Trustee shall have refused or neglected to
         institute such an action, suit or proceeding for 60 days after receipt
         of such notice, request and offer of indemnity; and
   43
                                      -38-


                  (4)      no direction inconsistent with such written request
         shall have been given to the Trustee during such 60-day period by
         Certificateholders holding Certificates evidencing Fractional Undivided
         Interests aggregating not less than a majority in interest in the
         Trust.

                  It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatsoever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Indenture on any
property subject thereto, or the rights of the Certificateholders or the holders
of the Equipment Notes, (ii) obtain or seek to obtain priority over or
preference with respect to any other such Certificateholder or (iii) enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Agreement.

                  Section 6.08. Remedies Cumulative. Every remedy given
hereunder to the Trustee or to any of the Certificateholders shall not be
exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given hereunder or now or
hereafter given by statute, law, equity or otherwise.


                                   ARTICLE VII

                                   THE TRUSTEE

                  Section 7.01. Certain Duties and Responsibilities. (a) Except
during the continuation of an Event of Default, the Trustee undertakes to
perform such duties as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the
Trustee.

                  (b)      In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of its own affairs.

                  (c)      No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                  (1)      this Subsection shall not be construed to limit the
         effect of Subsection (a) of this Section; and

                  (2)      the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer of the Trustee,
         unless it shall be proved that the Trustee was negligent in
         ascertaining the pertinent facts.

                  (d)      Whether or not herein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.
   44
                                      -39-


                  Section 7.02. Notice of Defaults. As promptly as practicable
after, and in any event within 90 days after, the occurrence of any default (as
such term is defined below) hereunder, the Trustee shall transmit by mail to the
Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the
Certificateholders in accordance with Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default on the payment of the principal, premium, if any, or interest on any
Equipment Note held in the Trust, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Certificateholders. For the purpose of this Section, the term "default"
means any event that is, or after notice or lapse of time or both would become,
an Event of Default.

                  Section 7.03. Certain Rights of Trustee. Subject to the
provisions of Section 315 of the Trust Indenture Act:

                  (a)      the Trustee may rely and shall be protected in acting
         or refraining from acting in reliance upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

                  (b)      any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by a written description of the
         subject matter thereof accompanied by an Officer's Certificate and an
         Opinion of Counsel as provided in Section 1.02 of this Agreement;

                  (c)      whenever in the administration of this Agreement the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officer's
         Certificate of the Company, any Owner Trustee or any Loan Trustee;

                  (d)      the Trustee may consult with counsel and the advice
         of such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon;

                  (e)      the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Agreement at the
         Direction of any of the Certificateholders pursuant to this Agreement,
         unless such Certificateholders shall have offered to the Trustee
         reasonable security or indemnity against the cost, expenses and
         liabilities which might be incurred by it in compliance with such
         Direction;

                  (f)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture or other paper or document;
   45
                                      -40-


                  (g)      the Trustee may execute any of the trusts or powers
         under this Agreement or perform any duties under this Agreement either
         directly or by or through agents or attorneys, and the Trustee shall
         not be responsible for any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it under this Agreement;

                  (h)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the Direction of the Certificateholders holding Certificates
         evidencing Fractional Undivided Interests aggregating not less than a
         majority in interest in the Trust relating to the time, method and
         place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Agreement; and

                  (i)      the Trustee shall not be required to expend or risk
         its own funds in the performance of any of its duties under this
         Agreement, or in the exercise of any of its rights or powers, if it
         shall have reasonable grounds for believing that repayment of such
         funds or adequate indemnity against such risk is not reasonably assured
         to it.

                  Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and warrants
that this Agreement has been, and the Intercreditor Agreement, the Registration
Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each
Certificate will be, executed, authenticated and delivered by one of its
officers who is duly authorized to execute, authenticate and deliver such
document on its behalf.

                  Section 7.05. May Hold Certificates. The Trustee, any Paying
Agent, Registrar or any of their Affiliates or any other agent in their
respective individual or any other capacity may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, the Owner Trustees or the
Loan Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

                  Section 7.06. Money Held in Trust. Money held by the Trustee
or the Paying Agent in trust hereunder need not be segregated from other funds
except to the extent required herein or by law and neither the Trustee nor the
Paying Agent shall have any liability for interest upon any such moneys except
as provided for herein.

                  Section 7.07. Compensation and Reimbursement. The Company
agrees:

                  (1)      to pay, or cause to be paid, to the Trustee from time
         to time reasonable compensation for all services rendered by it
         hereunder as set forth in a written fee letter dated the date hereof
         between the Company and the Trustee, which letter is incorporated
   46
                                      -41-


         herein by reference (which compensation shall not be limited by any
         provision of law in regard to the compensation of a trustee of an
         express trust);

                  (2)      except as otherwise expressly provided herein, to
         reimburse, or cause to be reimbursed, the Trustee upon its request for
         all reasonable out-of-pocket expenses, disbursements and advances
         incurred or made by the Trustee in accordance with any provision of
         this Agreement (including the reasonable compensation and the expenses
         and disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its undertaking its
         normal administrative functions, or its negligence, willful misconduct
         or bad faith or as may be incurred due to the Trustee's breach of its
         representations and warranties set forth in Section 7.15; and

                  (3)      to indemnify, or cause to be indemnified, the Trustee
         for, and to hold it harmless against, any loss, liability, expense or
         Tax (other than for or with respect to any Unindemnified Tax) incurred
         without negligence, willful misconduct or bad faith, on its part,
         arising out of or in connection with the acceptance or administration
         of this Trust, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder, except for any
         such loss, liability or expense incurred by reason of the Trustee's
         breach of its covenants hereunder or under any Financing Document to
         which it is a party or its representations and warranties set forth in
         Section 7.15 or in any other Financing Document, the authorization or
         giving or withholding of any future amendments, supplements, waivers or
         consents with respect hereto or any of the Financing Documents, which
         amendments, supplements, waivers or consents are not required pursuant
         to the terms of the Financing Documents and not requested by the
         Company, any loss of tax benefits, any Unindemnified Tax, or increase
         in tax liability under any tax law whether or not the Company is
         required to indemnify thereof or pursuant to this Agreement or any
         costs associated with overhead or normal administration hereunder or
         any voluntary resignation pursuant to Section 7.09.

                  With respect to paragraph (3) above, the Trustee shall notify
the Company promptly of any claim for which it may seek indemnity and the
Company shall make payment on any such claim within 30 days of written demand
thereof (delivered together with supporting documentation). The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel with the consent of the Company and the Company will pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made, in settlement or otherwise, without its consent.

                  With respect to any Tax other than an Unindemnified Tax, the
Trustee shall be entitled to reimbursement from, and shall have a lien prior to
the Certificates upon, the Trust Property for any such Tax incurred without
negligence, bad faith or willful misconduct, on its part, arising out of or in
connection with the acceptance or administration of such Trust (other than any
Tax attributable to the Trustee's compensation for serving as such), including
any costs and expenses incurred in contesting the imposition of any such Tax. If
the Trustee reimburses itself from the Trust Property of such Trust for any such
Tax, it will mail a brief report within 30 days setting forth the circumstances
thereof to all Certificateholders as their names and addresses appear in the
Register.
   47
                                      -42-


                  Section 7.08. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be eligible to act as a
trustee under Section 310(a) of the Trust Indenture Act and shall have a
combined capital and surplus of at least $75,000,000 (or a combined capital and
surplus in excess of $5,000,000 and the obligations of which, whether now in
existence or hereafter incurred, are fully and unconditionally guaranteed by a
corporation organized and doing business under the laws of the United States,
any state or territory thereof or of the District of Columbia and having a
combined capital and surplus of at least $75,000,000). If such corporation
publishes reports of conditions at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 7.08, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published.

                  In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee, the
Trustee shall resign immediately as Trustee in the manner and with the effect
specified in Section 7.09.

                  Section 7.09 Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.10.

                  (b)      The Trustee may resign at any time as trustee by
giving prior written notice thereof to the Company, the Authorized Agents, the
Owner Trustees and the Loan Trustees. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Company, the Authorized
Agents, the Owner Trustees, the Loan Trustees and the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

                  (c)      The Trustee may be removed at any time by Direction
of the Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Trustee and to the Company, the Owner Trustees and the Loan
Trustees.

                  (d)      If at any time:

                  (1)      the Trustee shall fail to comply with Section 310 of
         the Trust Indenture Act, if applicable, after written request therefor
         by the Company or by any Certificateholder who has been a bona fide
         Certificateholder for at least six months; or

                  (2)      the Trustee shall cease to be eligible under Section
         7.08 and shall fail to resign after written request therefor by the
         Company or by any such Certificateholder; or

                  (3)      the Trustee shall become incapable of acting or shall
         be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         of rehabilitation, conservation or liquidation;
   48
                                      -43-


then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  (e)      If a Responsible Officer of the Trustee shall obtain
actual knowledge of an Avoidable Tax which has been or is likely to be asserted,
the Trustee shall promptly notify the Company and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Trustee
shall have received notice that the Company has agreed to pay such tax. The
Company shall promptly appoint a successor Trustee in a jurisdiction where there
are no Avoidable Taxes.

                  (f)      If the Trustee shall resign, be removed or become
incapable of acting or if a vacancy shall occur in the office of the Trustee for
any cause, the Company shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapability, or other occurrence of
such vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring
Trustee, and the Company approves such appointment, which approval shall not be
unreasonably withheld, then the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed as provided above. If no successor
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (g)      The successor Trustee shall give notice of the
resignation and removal of the Trustee and appointment of the successor Trustee
by mailing written notice of such event by first-class mail, postage prepaid, to
the Certificateholders as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its
Corporate Trust Office.

                  Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company,
the Authorized Agents, the Owner Trustees and the Loan Trustees and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all Trust Property held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 7.07. Upon request of any such successor Trustee, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.
   49
                                      -44-


                  No institution shall accept its appointment as a Trustee
hereunder unless at the time of such acceptance such institution shall be
qualified and eligible under this Article VII.

                  Section 7.11. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

                  Section 7.12. Maintenance of Agencies. (a) There shall at all
times be maintained an office or agency in the location set forth in Section
12.03 where Certificates may be presented or surrendered for registration of
transfer or for exchange, and for payment thereof and where notices and demands
to or upon the Trustee in respect of such certificates or this Agreement may be
served; provided, however, that, if it shall be necessary that the Trustee
maintain an office or agency in another location (e.g., the Certificates shall
be represented by Definitive Certificates and shall be listed on a national
securities exchange), the Trustee will make all reasonable efforts to establish
such an office or agency. Written notice of the location of each such other
office or agency and of any change of location thereof shall be given by the
Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of
any Owner Trustee or Loan Trustee, at its address specified in the Financing
Documents or such other address as may be notified to the Trustee) and the
Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

                  (b)      There shall at all times be a Registrar and a Paying
Agent hereunder with respect to the Certificates. Each such Authorized Agent
shall be a bank or trust company, shall be a corporation organized and doing
business under the laws of the United States or any state, with a combined
capital and surplus of at least $75,000,000, or, if the Trustee shall be acting
as the Registrar or Paying Agent hereunder, a corporation having a combined
capital and surplus in excess of $5,000,000, the obligations of which are
guaranteed by a corporation organized and doing business under the laws of the
United States or any state, with a combined capital and surplus of at least
$75,000,000, and shall be authorized under such laws to exercise corporate trust
powers, subject to supervision by Federal or state authorities. The Trustee
shall initially be the Paying Agent and, as provided in Section 3.04, Registrar
hereunder with respect to the Certificates. Each Registrar shall furnish to the
Trustee, at stated intervals of not more than six months, and at such other
times as the Trustee may request in writing, a copy of the Register maintained
by such Registrar.
   50
                                      -45-


                  (c)      Any corporation into which any Authorized Agent may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any Authorized
Agent shall be a party, or any corporation succeeding to the corporate trust
business of any Authorized Agent, shall be the successor of such Authorized
Agent hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authorized Agent or such successor
corporation.

                  (d)      Any Authorized Agent may at any time resign by giving
written notice of resignation to the Trustee, the Company, the Owner Trustees
and the Loan Trustees. The Company may, and at the request of the Trustee shall,
at any time terminate the agency of any Authorized Agent by giving written
notice of termination to such Authorized Agent and to the Trustee. Upon the
resignation or termination of an Authorized Agent or in case at any time any
such Authorized Agent shall cease to be eligible under this Section (when, in
either case, no other Authorized Agent performing the functions of such
Authorized Agent shall have been appointed), the Company shall promptly appoint
one or more qualified successor Authorized Agents, reasonably satisfactory to
the Trustee, to perform the functions of the Authorized Agent which has resigned
or whose agency has been terminated or who shall have ceased to be eligible
under this Section. The Company shall give written notice of any such
appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees;
and in each case the Trustee shall mail notice of such appointment to all
Certificateholders as their names and addresses appear on the Register.

                  (e)      The Company agrees to pay, or cause to be paid, from
time to time to each Authorized Agent reasonable compensation for its services
and to reimburse it for its reasonable expenses as set forth in the letter
agreement referred to in Section 7.07 hereof.

                  Section 7.13. Money for Certificate Payments to Be Held in
Trust. All moneys deposited with any Paying Agent for the purpose of any payment
on Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section. Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.

                  The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

                  Section 7.14. Registration of Equipment Notes in Name of
Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased
by the Trust shall be issued in the name of the Subordination Agent or its
nominee and held by the Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, the Subordination Agent or its nominee
shall be reflected as the owner of such Equipment Notes in the register of the
issuer of such Equipment Notes.
   51
                                      -46-


                  Section 7.15. Representations and Warranties of Trustee. The
Trustee hereby represents and warrants that:

                  (a)      the Trustee is a Delaware banking corporation
organized and validly existing in good standing under the laws of the State of
Delaware;

                  (b)      the Trustee has full power, authority and legal right
to execute, deliver, and perform this Agreement, the Intercreditor Agreement,
the Registration Rights Agreement, the Escrow Agreement, the Note Purchase
Agreement and the Financing Documents to which it is a party and has taken all
necessary action to authorize the execution, delivery, and performance by it of
this Agreement, the Intercreditor Agreement, the Registration Rights Agreement,
the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party;

                  (c)      the execution, delivery and performance by the
Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing
Documents to which it is a party (i) will not violate any provision of United
States federal law or the law of the state of the United States where it is
located governing the banking and trust powers of the Trustee or any order,
writ, judgment, or decree of any court, arbitrator or governmental authority
applicable to the Trustee or any of its assets, (ii) will not violate any
provision of the articles of association or by-laws of the Trustee, or (iii)
will not violate any provision of, or constitute, with or without notice or
lapse of time, a default under, or result in the creation or imposition of any
lien on any properties included in the Trust Property pursuant to the provisions
of any mortgage, indenture, contract, agreement or other undertaking to which it
is a party, which violation, default or lien could reasonably be expected to
have an adverse effect on the Trustee's performance or ability to perform its
duties hereunder or thereunder or on the transactions contemplated herein or
therein;

                  (d)      the execution, delivery and performance by the
Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing
Documents to which it is a party will not require the authorization, consent, or
approval of, the giving of notice to, the filing or registration with, or the
taking of any other action in respect of, any governmental authority or agency
of the United States or the state of the United States where it is located
regulating the banking and corporate trust activities of the Trustee; and

                  (e)      this Agreement, the Intercreditor Agreement, the
Registration Rights Agreement, the Escrow Agreement, the Note Purchase
Agreement, and the Financing Documents to which it is a party have been duly
executed and delivered by the Trustee and constitute the legal, valid, and
binding agreements of the Trustee, enforceable against it in accordance with
their respective terms, provided that enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and (ii) general principles of
equity, regardless of whether applied in a proceeding in equity or at law.

                  Section 7.16. Withholding Taxes, Information Reporting. The
Trustee, as trustee of the grantor trust created by this Agreement, shall
exclude and withhold from each
   52
                                      -47-


distribution of principal, premium, if any, and interest and other amounts due
under this Agreement or under the Certificates any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Certificates, to withhold such amounts and timely pay
the same to the appropriate authority in the name of and on behalf of the
Certificateholders, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Certificateholders may reasonably request from time
to time. The Trustee agrees to file any other information reports as it may be
required to file under United States law.

                  Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will at its own cost and expense promptly take any
action as may be necessary to duly discharge and satisfy in full any mortgage,
pledge, lien, charge, encumbrance, security interest or claim ("Trustee's
Liens") on or with respect to the Trust Property which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement, the Intercreditor Agreement, the
Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder
or in its individual capacity and which arises out of acts or omissions on the
part of the Trustee which are not contemplated by this Agreement.

                  Section 7.18. Preferential Collection of Claims. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. If
the Trustee shall resign or be removed as Trustee, it shall be subject to
Section 311(a) of the Trust Indenture Act to the extent provided therein.


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

                  Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. The Company will furnish to the Trustee within
15 days after each Record Date with respect to a Scheduled Payment, and at such
other times as the Trustee may request in writing within 30 days after receipt
by the Company of any such request, a list, in such form as the Trustee may
reasonably require, of all information in the possession or control of the
Company as to the names and addresses of the Certificateholders, in each case as
of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Registrar, no such
list need be furnished; and provided further, however, that no such list need be
furnished for so long as a copy of the Register is being furnished to the
Trustee pursuant to Section 7.12.

                  Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders contained
in the most recent list furnished to the Trustee as provided in Section 7.12 or
Section 8.01, as the case may be, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Registrar, if so
acting.
   53
                                      -48-


The Trustee may destroy any list furnished to it as provided in Section 7.12 or
Section 8.01, as the case may be, upon receipt of a new list so furnished.

                  Section 8.03. Reports by Trustee. Within 60 days after May 15
of each year commencing with the first full year following the issuance of the
Certificates, the Trustee shall transmit to the Certificateholders, as provided
in Section 313(c) of the Trust Indenture Act, a brief report dated as of such
May 15, if required by Section 313(a) of the Trust Indenture Act.

                  Section 8.04. Reports by the Company. The Company shall:

                  (a)      file with the Trustee, within 30 days after the
         Company is required to file the same with the SEC, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the SEC may from time to
         time by rules and regulations prescribe) which the Company is required
         to file with the SEC pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934, as amended; or, if the Company is not
         required to file information, documents or reports pursuant to either
         of such sections, then to file with the Trustee and the SEC, in
         accordance with rules and regulations prescribed by the SEC, such of
         the supplementary and periodic information, documents and reports which
         may be required pursuant to Section 13 of the Securities Exchange Act
         of 1934, as amended, in respect of a security listed and registered on
         a national securities exchange as may be prescribed in such rules and
         regulations;

                  (b)      during any period, prior to the consummation of the
         Exchange Offer and during which the Shelf Registration Statement is not
         in effect, in which the Company is not subject to Section 13(a), 13(c)
         or 15(d) under the Securities Exchange Act of 1934, make available to
         any Holder of the Certificates in connection with any sale thereof and
         any prospective purchaser of the Certificates from such Holder, in each
         case upon request, the information specified in, and meeting the
         requirements of, Rule 144A(d)(4) under the Securities Act but only for
         so long as any of the Certificates remain outstanding and are
         "restricted securities" within the meaning of Rule 144(a)(3) under the
         Securities Act and, in any event, only until the second anniversary of
         the Issuance Date;

                  (c)      file with the Trustee and the SEC, in accordance with
         the rules and regulations prescribed by the SEC, such additional
         information, documents and reports with respect to compliance by the
         Company with the conditions and covenants provided for in this
         Agreement, as may be required by such rules and regulations, including,
         in the case of annual reports, if required by such rules and
         regulations, certificates or opinions of independent public
         accountants, conforming to the requirements of Section 1.02;

                  (d)      transmit to all Certificateholders, in the manner and
         to the extent provided in Section 313(c) of the Trust Indenture Act
         such summaries of any information, documents and reports required to be
         filed by the Company pursuant to subsections (a) and (c) of this
         Section 8.04 as may be required by rules and regulations prescribed by
         the SEC; and
   54
                                      -49-


                  (e)      furnish to the Trustee, not less often than annually,
         a brief certificate from the principal executive officer, principal
         financial officer, any Vice President (or more senior ranking officer)
         or the principal accounting officer as to his or her knowledge of the
         Company's compliance with all conditions and covenants under this
         Agreement (it being understood that for purposes of this paragraph (e),
         such compliance shall be determined without regard to any period of
         grace or requirement of notice provided under this Agreement).


                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

                  Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the
Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy
Provider Agreement or any Liquidity Facility in form satisfactory to the
Trustee, for any of the following purposes:

                  (1)      to evidence the succession of another corporation to
         the Company and the assumption by any such successor of the covenants
         of the Company herein contained or of the Company's obligations under
         the Note Purchase Agreement, the Registration Rights Agreement, the
         Policy Provider Agreement or any Liquidity Facility; or

                  (2)      to add to the covenants of the Company for the
         benefit of the Certificateholders, or to surrender any right or power
         conferred upon the Company in this Agreement, the Note Purchase
         Agreement, the Registration Rights Agreement, the Policy, the Policy
         Provider Agreement or any Liquidity Facility; or

                  (3)      to correct or supplement any provision in this
         Agreement, the Intercreditor Agreement, the Escrow Agreement, the
         Deposit Agreement, the Note Purchase Agreement, the Registration Rights
         Agreement, the Policy, the Policy Provider Agreement or any Liquidity
         Facility which may be defective or inconsistent with any other
         provision herein or therein or to cure any ambiguity or correct any
         mistake or to modify any other provision with respect to matters or
         questions arising under this Agreement, the Escrow Agreement, the
         Deposit Agreement, the Note Purchase Agreement, the Intercreditor
         Agreement, the Registration Rights Agreement, the Policy, the Policy
         Provider Agreement or any Liquidity Facility, provided that any such
         action shall not materially adversely affect the interests of the
         Certificateholders; or

                  (4)      to comply with any requirement of the SEC, any
         applicable law, rules or regulations of any exchange or quotation
         system on which the Certificates are listed, any regulatory body or the
         Registration Rights Agreement to effectuate the Exchange Offer; or
   55
                                      -50-


                  (5)      to modify, eliminate or add to the provisions of this
         Agreement to such extent as shall be necessary to continue the
         qualification of this Agreement (including any supplemental agreement)
         under the Trust Indenture Act or under any similar Federal statute
         hereafter enacted, and to add to this Agreement such other provisions
         as may be expressly permitted by the Trust Indenture Act, excluding,
         however, the provisions referred to in Section 316(a)(2) of the Trust
         Indenture Act as in effect at the date as of which this instrument was
         executed or any corresponding provision in any similar Federal statute
         hereafter enacted; or

                  (6)      to evidence and provide for the acceptance of
         appointment under this Agreement by the Trustee of a successor Trustee
         and to add to or change any of the provisions of this Agreement as
         shall be necessary to provide for or facilitate the administration of
         the Trust, pursuant to the requirements of Section 7.10; or

                  (7)      to provide the information required under Section
         7.12 and Section 12.03 as to the Trustee; or

                  (8)      to modify or eliminate provisions relating to the
         transfer or exchange of Exchange Certificates or the Initial
         Certificates upon consummation of the Exchange Offer (as defined in the
         Registration Rights Agreement) or effectiveness of the Shelf
         Registration Statement or the Exchange Offer Registration Statement;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

                  Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company
may (with the consent of the Owner Trustees, if any, which consent shall not be
unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter
into an agreement or agreements for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
the Intercreditor Agreement, any Liquidity Facility, the Registration Rights
Agreement, the Policy and the Policy Provider Agreement, the Escrow Agreement,
the Deposit Agreement or the Note Purchase Agreement to the extent applicable to
such Certificateholders or of modifying in any manner the rights and obligations
of such Certificateholders under this Agreement, the Intercreditor Agreement,
any Liquidity Facility, the Registration Rights Agreement, the Policy and the
Policy Provider Agreement, the Escrow Agreement, the Deposit Agreement or the
Note Purchase Agreement; provided, however, that no such agreement shall,
without the consent of the Certificateholder of each Outstanding Certificate
affected thereby:

                  (1)      reduce in any manner the amount of, or delay the
         timing of, any receipt by the Trustee (or, with respect to the
         Deposits, the Certificateholders) of payments on the Equipment Notes or
         other Trust Property held in the Trust or on the Deposits or
         distributions that are required to be made herein on any Certificate,
         or change any date of
   56
                                      -51-


         payment on any Certificate, or change the place of payment where, or
         the coin or currency in which, any Certificate is payable, or impair
         the right to institute suit for the enforcement of any such payment or
         distribution on or after the Regular Distribution Date or Special
         Distribution Date applicable thereto; or

                  (2)      permit the disposition of any Equipment Note included
         in the Trust Property except as permitted by this Agreement, or
         otherwise deprive such Certificateholder of the benefit of the
         ownership of the Equipment Notes in the Trust; or

                  (3)      reduce the specified percentage of the aggregate
         Fractional Undivided Interests of the Trust which is required for any
         such supplemental agreement, or reduce such specified percentage
         required for any waiver of compliance with certain provisions of this
         Agreement or certain defaults hereunder and their consequences provided
         for in this Agreement; or

                  (4)      waive, amend or modify Section 2.4, 3.2 or 3.3 of the
         Intercreditor Agreement in a manner adverse to the Certificateholders;
         or

                  (5)      modify any of the provisions of this Section 9.02 or
         Section 6.05, except to increase any such percentage or to provide that
         certain other provisions of this Agreement cannot be modified or waived
         without the consent of the Certificateholder of each Certificate
         affected thereby; or

                  (6)      adversely affect the status of any Trust as a grantor
         trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle
         A of the Internal Revenue Code of 1986, as amended, for U.S. federal
         income tax purposes.

                  It shall not be necessary for any Direction of
Certificateholders under this Section to approve the particular form of any
proposed supplemental agreement, but it shall be sufficient if such Direction
shall approve the substance thereof.

                  Section 9.03. Documents Affecting Immunity or Indemnity.
Except for the performance of its covenants herein, if in the opinion of the
Trustee any document required to be executed by it pursuant to the terms of
Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity or
indemnity in favor of the Trustee under this Agreement, the Trustee may in its
discretion decline to execute such document.

                  Section 9.04. Execution of Supplemental Agreements. In
executing, or accepting the additional trusts created by, any agreement
permitted by this Article or the modifications thereby of the trusts created by
this Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.

                  Section 9.05. Effect of Supplemental Agreements. Upon the
execution of any agreement supplemental to this Agreement under this Article,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of a Certificate theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.
   57
                                      -52-


                  Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  Section 9.07. Reference in Certificates to Supplemental
Agreements. Certificates authenticated and delivered after the execution of any
supplemental agreement pursuant to this Article may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
agreement; and, in such case, suitable notation may be made upon Outstanding
Certificates after proper presentation and demand.


                                    ARTICLE X

                AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS

                  Section 10.01. Amendments and Supplements to Indentures and
Financing Documents. In the event that the Trustee, as holder (or beneficial
owner through the Subordination Agent) of any Equipment Note in trust for the
benefit of the Certificateholders or as Controlling Party under the
Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any other Financing Document, any
Equipment Note or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice. The
Trustee shall request from the Certificateholders a Direction as to (a) whether
or not to take or refrain from taking (or direct the Subordination Agent to take
or refrain from taking) any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any
Equipment Note if a vote has been called for with respect thereto. Provided such
a request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing), (i)
other than as Controlling Party, the Trustee shall vote for or give consent to
any such action with respect to such Equipment Note in the same proportion as
that of (A) the aggregate face amounts of all Certificates actually voted in
favor of or for giving consent to such action by such Direction of
Certificateholders to (B) the aggregate face amount of all Outstanding
Certificates and (ii) as Controlling Party, the Trustee shall vote as directed
in such Certificateholder Direction by the Certificateholders evidencing a
Fractional Undivided Interest aggregating not less than a majority in interest
in the Trust. For purposes of the immediately preceding sentence, a Certificate
shall have been "actually voted" if the Holder of such Certificate has delivered
to the Trustee an instrument evidencing such Holder's consent to such Direction
prior to two Business Days before the Trustee directs such action or casts such
vote or gives such consent. Notwithstanding the foregoing, but subject to
Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own
discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under the relevant Indenture, any other Financing Document, any
Equipment Note or
   58
                                      -53-


any other related document, if an Event of Default hereunder shall have occurred
and be continuing, or if such amendment, modification, waiver or supplement will
not materially adversely affect the interests of the Certificateholders.


                                   ARTICLE XI

                              TERMINATION OF TRUST

                  Section 11.01. Termination of the Trust. The respective
obligations and responsibilities of the Company and the Trustee with respect to
the Trust shall terminate upon the earlier of (A) the completion of the
assignment, transfer and discharge described in the first sentence of the
immediately following paragraph and (B) distribution to all Holders of
Certificates and the Trustee of all amounts required to be distributed to them
pursuant to this Agreement and the disposition of all property held as part of
the Trust Property; provided, however, that in no event shall the Trust continue
beyond one hundred ten (110) years following the date of the earliest execution
of this Trust Agreement.

                  Upon the earlier of (i) the first Business Day after August
30, 2002, or, if later, the fifth Business Day following the Delivery Period
Termination Date and (ii) the fifth Business Day following the date on which a
Triggering Event occurs (such date, the "Transfer Date"), or, if later the date
on which all of the conditions set forth in the immediately following sentence
have been satisfied, the Trustee is hereby directed (subject only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related Trustee under the Related Pass Through Trust
Agreement to, execute and deliver the Assignment and Assumption Agreement,
pursuant to which the Trustee shall assign, transfer and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related Pass Through Trust Agreement. The Trustee and the Related
Trustee shall execute and deliver the Assignment and Assumption Agreement upon
the satisfaction of the following conditions:

                  (i) The Trustee, the Related Trustee and each of the Rating
         Agencies then rating the Certificates shall have received an Officer's
         Certificate and an Opinion of Counsel dated the date of the Assignment
         and Assumption Agreement and each satisfying the requirements of
         Section 1.02, which Opinion of Counsel shall be substantially to the
         effect set forth below and may be relied upon by the Beneficiaries (as
         defined in the Assignment and Assumption Agreement):

                  (a)      upon the execution and delivery thereof by the
                           parties thereto in accordance with the terms of this
                           Agreement and the Related Pass Through Trust
                           Agreement, the Assignment and Assumption Agreement
                           will constitute the valid and binding obligation of
                           each of the parties thereto enforceable against each
                           such party in accordance with its terms;

                  (b)      upon the execution and delivery of the Assignment and
                           Assumption Agreement in accordance with the terms of
                           this Agreement and the Related Pass Through Trust
                           Agreement, each of the Certificates then Outstanding
                           will be entitled to the benefits of the Related Pass
                           Through Trust Agreement;
   59
                                      -54-


                  (c)      the Related Trust is not required to be registered as
                           an investment company under the Investment Company
                           Act of 1940, as amended;

                  (d)      the Related Pass Through Trust Agreement constitutes
                           the valid and binding obligation of the Company
                           enforceable against the Company in accordance with
                           its terms; and

                  (e)      neither the execution and delivery of the Assignment
                           and Assumption Agreement in accordance with the terms
                           of this Agreement and the Related Pass Through Trust
                           Agreement, nor the consummation by the parties
                           thereto of the transactions contemplated to be
                           consummated thereunder on the date thereof, will
                           violate any law or governmental rule or regulation of
                           the State of New York or the United States of America
                           known to such counsel to be applicable to the
                           transactions contemplated by the Assignment and
                           Assumption Agreement.

                  (ii) The Trustee and the Company shall have received (x) a
         copy of the articles of incorporation and bylaws of the Related Trustee
         certified as of the Transfer Date by the Secretary or Assistant
         Secretary of such institution and (y) a copy of the filing (including
         all attachments thereto) made by the institution serving as the Related
         Trustee with the Office of the Superintendent, State of New York
         Banking Department for the qualification of the Related Trustee under
         Section 131(3) of the New York Banking Law.

Upon the execution of the Assignment and Assumption Agreement by the parties
thereto, the Trust shall be terminated, the Certificateholders shall receive
beneficial interests in the Related Trust in exchange for their interests in the
Trust equal to their respective beneficial interests in the Trust, and the
Outstanding Certificates representing Fractional Undivided Interests in the
Trust shall be deemed for all purposes of this Agreement and the Related Pass
Through Trust Agreement, without further signature or action of any party or
Certificateholder, to be certificates representing the same fractional undivided
interests in the Related Trust and its trust property. By acceptance of its
Certificate, each Certificateholder consents to such assignment, transfer and
delivery of the Trust Property to the trustee of the Related Trust upon the
execution and delivery of the Assignment and Assumption Agreement.

                  In connection with the occurrence of the event set forth in
clause (B) above, notice of such termination, specifying the Distribution Date
upon which the Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and cancellation, shall be mailed
promptly by the Trustee to Certificateholders not earlier than the 60th day and
not later than the 20th day next preceding such final Distribution Date
specifying (A) the Distribution Date upon which the proposed final payment of
the Certificates will be made upon presentation and surrender of Certificates at
the office or agency of the Trustee therein specified, (B) the amount of any
such proposed final payment, and (C) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. The Trustee shall give such notice to the Registrar
at the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders such final payments.
   60
                                      -55-


                  In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. No additional interest shall accrue on the Certificates after the
Distribution Date specified in the first written notice. In the event that any
money held by the Trustee for the payment of distributions on the Certificates
shall remain unclaimed for two years (or such lesser time as the Trustee shall
be satisfied, after sixty days' notice from the Company, is one month prior to
the escheat period provided under applicable law) after the final distribution
date with respect thereto, the Trustee shall pay to each Loan Trustee the
appropriate amount of money relating to such Loan Trustee and shall give written
notice thereof to the related Owner Trustees, the Owner Participants and the
Company.


                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.01. Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

                  Section 12.02. Certificates Nonassessable and Fully Paid.
Except as set forth in the last sentence of this Section 12.02,
Certificateholders shall not be personally liable for obligations of the Trust,
the Fractional Undivided Interests represented by the Certificates shall be
nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates, upon authentication thereof by the Trustee
pursuant to Section 3.03, are and shall be deemed fully paid. No
Certificateholder shall have any right (except as expressly provided herein) to
vote or in any manner otherwise control the operation and management of the
Trust Property, the Trust, or the obligations of the parties hereto, nor shall
anything set forth herein, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association. Neither the existence of the Trust nor
any provision herein is intended to or shall limit the liability the
Certificateholders would otherwise incur if the Certificateholders owned Trust
Property as co-owners, or incurred any obligations of the Trust, directly rather
than through the Trust.

                  Section 12.03. Notices. (a) Unless otherwise specifically
provided herein, all notices required under the terms and provisions of this
Agreement shall be in English and in writing, and any such notice may be given
by United States mail, courier service or telecopy, and any such notice shall be
effective when received or, if made, given, furnished or filed by facsimile or
telecommunication transmission, when received unless received outside of
business hours, in which case on the next open of business on a Business Day,

                  if to the Company, to:
   61
                                      -56-


                           America West Airlines, Inc.
                           4000 East Sky Harbor Boulevard
                           Phoenix, Arizona  85043

                           Attention:  Vice President-Treasurer
                           Facsimile:  (602) 693-5886


                  if to the Trustee, to:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, Delaware  19890-0001

                           Attention:  Corporate Trust Administration
                           Facsimile:  (302) 651-8882
                           Telephone:   (302) 651-8584

                  (b)      The Company or the Trustee, by notice to the other,
may designate additional or different addresses for subsequent notices or
communications.

                  (c)      Any notice or communication to Certificateholders
shall be mailed by first-class mail to the addresses for Certificateholders
shown on the Register kept by the Registrar. Failure so to mail a notice or
communication or any defect in such notice or communication shall not affect its
sufficiency with respect to other Certificateholders.

                  (d)      If a notice or communication is mailed in the manner
provided above within the time prescribed, it is conclusively presumed to have
been duly given, whether or not the addressee receives it.

                  (e)      If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent
at the same time.

                  (f)      Notwithstanding the foregoing, all communications or
notices to the Trustee shall be deemed to be given only when received by a
Responsible Officer of the Trustee.

                  (g)      The Trustee shall promptly furnish the Company with a
copy of any demand, notice or written communication received by the Trustee
hereunder from any Certificateholder, Owner Trustee or Loan Trustee.

                  Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN
DELIVERED IN THE STATE OF DELAWARE AND THIS AGREEMENT AND THE CERTIFICATES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
   62
                                      -57-


                  Section 12.05. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions,
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Trust, or of the
Certificates or the rights of the Certificateholders thereof.

                  Section 12.06. Trust Indenture Act Controls. Upon the
occurrence of any Registration Event, this Agreement shall become subject to the
provisions of the Trust Indenture Act and shall, to the extent applicable, be
governed by such provisions. From and after any Registration Event, if any
provision of this Agreement limits, qualifies or conflicts with another
provision which is required to be included in this Agreement by the Trust
Indenture Act, the required provision shall control.

                  Section 12.07. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 12.08. Successors and Assigns. All covenants,
agreements, representations and warranties in this Agreement by the Trustee and
the Company shall bind and, to the extent permitted hereby, shall inure to the
benefit of and be enforceable by their respective successors and assigns,
whether so expressed or not.

                  Section 12.09. Benefits of Agreement. Nothing in this
Agreement or in the Certificates, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders, any benefit or any legal or equitable right, remedy or claim
under this Agreement.

                  Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest shall
accrue during the intervening period.

                  Section 12.11. Counterparts. For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                  Section 12.12. Intention of Parties. The parties hereto intend
that the Trust be classified for U.S. federal income tax purposes as a grantor
trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of
1986, as amended, and not as a trust or association taxable as a corporation or
as a partnership. Each Certificateholder and Investor, by its acceptance of its
Certificate or a beneficial interest therein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. The
powers granted and
   63
                                      -58-


obligations undertaken pursuant to this Agreement shall be so construed so as to
further such intent.
   64
                                      -59-


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first written above.


                                    AMERICA WEST AIRLINES, INC.


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



                                    WILMINGTON TRUST COMPANY, as Trustee


                                    By:  /s/ W. Chris Sponenberg
                                        ---------------------------------------
                                        Name:  W. Chris Sponenberg
                                        Title: Assistant Vice President
   65
                                                                       EXHIBIT A


                               FORM OF CERTIFICATE

REGISTERED

No._______

         [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS
         NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE
         TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT;
         (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE
         ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
         CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY
         AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS
         CERTIFICATE EXCEPT (A) AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED
         INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
         ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE
         EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD
         RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH
         PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY
         TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
         CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE
         OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD
         BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF
         SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
         THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
         THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH
         TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
         REGISTER ANY
   66
                                      A-2


         TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
         RESTRICTIONS.]*

         BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN
         ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST
         HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN
         INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS
         OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION
         STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST
         AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
         REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
         RESTRICTIONS.

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
         AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
         REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
         HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH
         TRUST AGREEMENT REFERRED TO HEREIN.]**


- ----------
*        Not to be included on the face of the Regulation S Global Certificate.

**       To be included on the face of each Global Certificate.
   67
                                      A-3


                             [GLOBAL CERTIFICATE]*

           AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1G-O

                7.10% America West Airlines [Initial] [Exchange]
                            Pass Through Certificate,
                                Series 2001-1G-O

                 Final Legal Distribution Date: October 2, 2022

evidencing a fractional undivided interest in a trust, the property of which
includes certain equipment notes each secured by an Aircraft leased to or owned
by America West Airlines, Inc.

                  having a face amount of $[       ] representing [     ]% of
                  the Trust per $1,000 face amount

                  THIS CERTIFIES THAT _______________, for value received, is
the registered owner of a Fractional Undivided Interest having a face amount of
$________ (__________dollars) in the America West Airlines Pass Through Trust,
Series 2001-1G-O (the "Trust") created pursuant to a Pass Through Trust
Agreement, dated as of May 17, 2001 (the "Agreement"), between Wilmington Trust
Company (the "Trustee") and America West Airlines, Inc., a corporation
incorporated under Delaware law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "7.10% America West Airlines [Initial] [Exchange]
Pass Through Certificates, Series 2001-1G-O" (herein called the "Certificates").
This Certificate is issued under and is subject to the terms, provisions, and
conditions of the Agreement. By virtue of its acceptance hereof the
Certificateholder of this Certificate assents to and agrees to be bound by the
provisions of the Agreement and the Intercreditor Agreement. The property of the
Trust includes an interest in certain Equipment Notes and all rights of the
Trust to receive payments under the Intercreditor Agreement, the Policy and any
Liquidity Facility (the "Trust Property"). Each issue of the Equipment Notes is
secured by, among other things, a security interest in the Aircraft leased to or
owned by the Company.


- ----------
*        To be included on the face of each Global Certificate.
   68
                                      A-4


                  The Certificates represent fractional undivided interests in
the Trust and the Trust Property, and have no rights, benefits or interest in
respect of any assets or property other than the Trust Property.

                  Subject to and in accordance with the terms of the Agreement
and the Intercreditor Agreement, from and to the extent of funds then available
to the Trustee, there will be distributed on each April 2, and October 2, (a
"Regular Distribution Date"), commencing on October 2, 2001, to the Person in
whose name this Certificate is registered at the close of business on the 15th
day preceding the Regular Distribution Date, an amount in respect of the
Scheduled Payments due on such Regular Distribution Date on the Equipment Notes,
the receipt of which has been confirmed by the Trustee, equal to the product of
the percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance with
the terms of the Agreement and the Intercreditor Agreement, in the event that
Special Payments on the Equipment Notes are received by the Trustee, from funds
then available to the Trustee, there shall be distributed on the applicable
Special Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date and no interest shall accrue during the intervening
period. The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.

                  The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company or the Trustee or
any of their affiliates. The Certificates are limited in right or payment, all
as more specifically set forth on the face hereof and in the Agreement. All
payments or distributions made to Certificateholders under the Agreement shall
be made only from the Trust Property and only to the extent that the Trustee
shall have sufficient income or proceeds from the Trust Property to make such
payments in accordance with the terms of the Agreement. Each Certificateholder
of this Certificate, by its acceptance hereof, agrees that it will look solely
to the income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Certificateholders under the
Agreement at any time by the Company and the Trustee with the consent of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust. Any
such consent by the Certificateholder of this Certificate shall be conclusive
and binding on such Certificateholder and
   69
                                      A-5


upon all future Certificateholders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Certificateholders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Register upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar, in the Borough of Manhattan, the City
of New York, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Registrar duly executed by the
Certificateholder hereof or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust will be
issued to the designated transferee or transferees.

                  [The Holder of this Certificate is entitled to the benefits of
the Exchange and Registration Rights Agreement, dated as of May 17, 2001, among
the Company, the Trustee and the Initial Purchasers named therein (the
"Registration Rights Agreement"). In the event that no Registration Event has
occurred on or prior to the 210th day after the date of the issuance of the
Certificates, the interest rate per annum payable in respect of the Equipment
Notes and the Deposits shall be increased by 0.50%, from and including the 210th
day after the Issuance Date to but excluding the earlier of (i) the date on
which a Registration Event occurs and (ii) the date on which there cease to be
any Registrable Certificates (as defined in the Registration Rights Agreement).
In the event that the Shelf Registration Statement ceases to be effective at any
time during the period specified by Section 2(b)(B) of the Registration Rights
Agreement for more than 60 days, whether or not consecutive, during any 12-month
period, the interest rate per annum payable in respect of the Equipment Notes
and the Deposits shall be increased by 0.50% from the 61st day of the applicable
12-month period such Shelf Registration Statement ceases to be effective until
such time as the Shelf Registration Statement again becomes effective ( or, if
earlier, the end of the period specified by Section 2(b)(B) of the Registration
Rights Agreement).]*

                  Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
of the Trustee specified in such notice.

                  Under certain circumstances set forth in Section 11.01 of the
Agreement, all of the Trustee's right, title and interest to the Trust Property
may be assigned, transferred and delivered to the Related Trustee of the Related
Trust pursuant to the Assignment and Assumption Agreement. Upon the
effectiveness of such Assignment and Assumption Agreement (the


- ----------
*        To be included only on each Initial Certificate.
   70
                                      A-6


"Transfer"), the Trust shall be terminated, the Certificateholders shall receive
beneficial interests in the Related Trust in exchange for their interests in the
Trust equal to their respective beneficial interests in the Trust, the
Certificates representing Fractional Undivided Interests in the Trust shall be
deemed for all purposes of the Agreement and the Related Pass Through Trust
Agreement to be certificates representing the same fractional undivided
interests in the Related Trust and its trust property. Each Certificateholder,
by its acceptance of this Certificate or a beneficial interest herein, agrees to
be bound by the Assignment and Assumption Agreement and subject to the terms of
the Related Pass Through Trust Agreement as a certificateholder thereunder. From
and after the Transfer, unless and to the extent the context otherwise requires,
references herein to the Trust, the Agreement and the Trustee shall constitute
references to the Related Trust, the Related Pass Through Trust Agreement and
trustee of the Related Trust, respectively.

                  The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of [$100,000]* [$1,000]** Fractional
Undivided Interest and integral multiples of $1,000 in excess thereof except
that one Certificate may be in a different denomination. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange, but the Trustee shall require payment by the Holder of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.

                  The Trustee, the Registrar, and any agent of the Trustee or
the Registrar may treat the person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Registrar,
nor any such agent shall be affected by any notice to the contrary.

                  The obligations and responsibilities created by the Agreement
and the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.

                  UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. FROM AND AFTER THE TRANSFER, THE
AGREEMENT AND THIS


- ----------
*        To be included only on each Initial Certificate.

**       To be included only on each Exchange Certificate.
   71
                                      A-7


CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
   72
                                      A-8


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated:           , 2001

                                    AMERICA WEST AIRLINES PASS THROUGH TRUST,
                                       SERIES 2001-1G-O



                                    By: WILMINGTON TRUST COMPANY, not in its
                                        individual capacity
                                        but solely as Trustee


                                    By: ________________________________________
                                        Name:
                                        Title:
   73
                                      A-9


              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                    This is one of the Certificates referred
                      to in the within-mentioned Agreement.



                                    WILMINGTON TRUST COMPANY,
                                    not in its individual capacity but solely
                                    as Trustee


                                    By: ________________________________________
                                        Authorized Officer
   74
                                      A-10


                             FORM OF TRANSFER NOTICE

                  FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


__________________

__________________

please print or typewrite name and address including zip code of assignee

__________________

the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing

__________________

attorney to transfer said Certificate on the books of the Trustee with full
power of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                               ON ALL CERTIFICATES
                         EXCEPT REGULATION S GLOBAL AND
                      REGULATION S DEFINITIVE CERTIFICATES]

                  In connection with any transfer of this Certificate occurring
prior to the date that is the earlier of the date of an effective Registration
Statement or the date two years after the later of the original issuance of this
Certificate or the last date on which this Certificate was held by America West
Airlines, Inc., the Trustee or any affiliate of such Persons, the undersigned
confirms that without utilizing any general solicitation or general advertising
that:

                                   [Check One]

[ ] (a) this Certificate is being transferred in compliance with the exemption
from registration under the Securities Act of 1933, as amended, provided by Rule
144A thereunder.

                                       or

[ ] (b) this Certificate is being transferred other than in accordance with (a)
above and documents are being furnished that comply with the conditions of
transfer set forth in this Certificate and the Agreement.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Certificate in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.06 of the Agreement
shall have been satisfied.
   75
                                      A-11


Date:                               [Name of Transferor]
     ---------------------          ----------------------------------

                                    NOTE: The signature must correspond with the
                                    name as written upon the face of the
                                    within-mentioned instrument in every
                                    particular, without alteration or any change
                                    whatsoever.

Signature Guarantee:
                     ---------------------

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Certificate for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


Dated:
       ---------------------       ---------------------------------------------
                                   NOTE: To be executed by an executive officer.
   76
                                                                       EXHIBIT B


             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
               TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S

                                                             [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001

Attention:  Corporate Trust Trustee Administration

      Re:         America West Airlines Pass Through Trust (the "Trust"),
                  Series 2001-1G-O, America West Airlines Pass Through
                  Certificates, Series 2001-1G-O (the "Certificates")

Ladies and Gentlemen:

                  In connection with our proposed sale of Certificates
representing a Fractional Undivided Interest, having a face amount of $ ______,
in the Trust, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the Securities Act of 1933, as amended, and,
accordingly, we represent that:

                  (1)      the offer of the Certificates was not made to a
         person in the United States or to or for the account or benefit of a
         U.S. person;

                  (2)      either (a) at the time the buy order was originated,
         the transferee was outside the United States or we and any person
         acting on our behalf reasonably believed that the transferee was
         outside the United States or (b) the transaction was executed in, on or
         through the facilities of a designated off-shore securities market and
         neither we nor any person acting on our behalf knows that the
         transaction has been pre-arranged with a buyer in the United States;

                  (3)      no directed selling efforts have been made in the
         United States in contravention of the requirements of Rule 903(a) or
         Rule 904(a) of Regulation S, as applicable; and

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the Securities Act.

                  In addition, if the sale is made during a restricted period
and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may
be.
   77
                                      B-2


                  You and America West Airlines, Inc. are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                    Very truly yours,

                                    [Name of Transferor]
   78
                                                                       EXHIBIT C


                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                        WITH TRANSFERS OF CERTIFICATES TO
                   NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

                                                             [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001
Attention:  Corporate Trust Trustee Administration

America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona  85043



                              AMERICA WEST AIRLINES
               PASS THROUGH TRUST, SERIES 2001-1G-O (the "Trust")
                   Pass Through Certificates, Series 2001-1G-O
                              (the "Certificates")

Ladies and Gentlemen:

         In connection with our proposed purchase of Certificates representing a
Fractional Undivided Interest, having a face amount of $ ______, in the Trust,
we confirm that:

         1.       We have received a copy of the Offering Memorandum dated May
10, 2001 (the "Offering Memorandum"), relating to the Certificates and such
other information as we deem necessary in order to make our investment decision.
We acknowledge that we have read and agree to the matters stated in the section
entitled "Transfer Restrictions" of such Offering Memorandum. We acknowledge
that neither America West Airlines, Inc. (the "Company") nor any Initial
Purchaser, nor any person representing the Company or any Initial Purchaser, has
made any representation with respect to the offer of any Certificates.

         2.       We understand that any subsequent transfer of the Certificates
is subject to certain restrictions and conditions set forth in the Pass Through
Trust Agreement, dated as of May 17, 2001, between the Company and Wilmington
Trust Company (the "Trustee") relating to the Certificates, and we agree to be
bound by, and not to resell, pledge or otherwise transfer the Certificates
except in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the "Securities Act").
   79
                                      C-2


         3.       We are purchasing Certificates having an aggregate principal
amount of not less than $100,000 and each account (if any) for which we are
purchasing Certificates is purchasing Certificates having an aggregate principal
amount of not less than $100,000.

         4.       We understand that the Certificates have not been registered
under the Securities Act, that the Certificates are being sold to us in a
transaction that is exempt from the registration requirements of the Securities
Act and that the Certificates may not be offered or resold except as permitted
in the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that, if we should sell
any Certificates within two years after the later of the original issuance of
such Certificate and the last date on which such Certificate is owned by the
Company, the Trustee or any affiliate of any of such persons, we will do so only
(A) to the Company, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) outside the United
States in accordance with Rule 904 of Regulation S under the Securities Act, (D)
pursuant to the exemption from registration provided by Rule 144 under the
Securities Act or (E) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing any of
the Certificates from us a notice advising such purchaser that resales of the
Certificates are restricted as stated herein.

         5.       We understand that, on any proposed resale of any
Certificates, we will be required to furnish to the Company and the Trustee such
certifications, legal opinions and other information as the Trustee may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Certificates purchased by us will
bear a legend to the foregoing effect.

         6.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the
Certificates, and we and any accounts for which we are acting are each able to
bear the economic risk of our or their investments.

         7.       We are acquiring the Certificates purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion and not with a view to any distribution of the Certificates, subject,
nevertheless to the understanding that the disposition of our property shall at
all times be and remain within our control.

                  You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                          Very truly yours,



                                          By:___________________________________
                                             Name:
                                             Title:
   80
                                      C-3


Securities To Be Purchased:
$           principal amount
   81
                                                                       EXHIBIT D


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
            America West Airlines Pass Through Trust, Series 2001-1G


                  ASSIGNMENT AND ASSUMPTION AGREEMENT, dated _______, (the
"Agreement"), between Wilmington Trust Company, a Delaware banking corporation
("WTC"), not in its individual capacity except as expressly provided herein, but
solely as trustee under the Pass Through Trust Agreement dated as of May 17,
2001 (as amended, modified or otherwise supplemented from time to time, the
"Pass Through Trust Agreement") in respect of the America West Airlines Pass
Through Trust, Series 2001-1G-O (the "Assignor"), and Wilmington Trust Company,
a Delaware banking corporation, not in its individual capacity except as
expressly provided herein, but solely as trustee under the Pass Through Trust
Agreement dated as of May 17, 2001 (the "New Pass Through Trust Agreement") in
respect of the America West Airlines Pass Through Trust, Series 2001-1G-S (the
"Assignee").

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto desire to effect on the date
hereof (the "Transfer Date") (a) the transfer by the Assignor to the Assignee of
all of the right, title and interest of the Assignor in, under and with respect
to, among other things, the Trust Property and each of the documents listed in
Schedule I hereto (the "Scheduled Documents") and (b) the assumption by the
Assignee of the obligations of the Assignor (i) under the Scheduled Documents
and (ii) in respect of the Certificates issued under the Pass Through Trust
Agreement; and

                  WHEREAS, the Scheduled Documents permit such transfer upon
satisfaction of certain conditions heretofore or concurrently herewith being
complied with;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties hereto do hereby
agree as follows (capitalized terms used herein without definition having the
meaning ascribed thereto in the Pass Through Trust Agreement):

                  1.       Assignment. The Assignor does hereby sell, assign,
convey, transfer and set over unto the Assignee as of the Transfer Date all of
its present and future right, title and interest in, under and with respect to
the Trust Property and the Scheduled Documents and each other contract,
agreement, document or instrument relating to the Trust Property or the
Scheduled Documents (such other contracts, agreements, documents or instruments,
together with the Scheduled Documents, to be referred to as the "Assigned
Documents"), and any proceeds therefrom, together with all documents and
instruments evidencing any of such right, title and interest.

                  2.       Assumption. The Assignee hereby assumes for the
benefit of the Assignor and each of the parties listed in Schedule II hereto
(collectively, the "Beneficiaries") all of the duties and obligations of the
Assignor, whenever accrued, pursuant to the Assigned Documents and hereby
confirms that it shall be deemed a party to each of the Assigned Documents to
which the Assignor is a party and shall be bound by all the terms thereof
(including the agreements and obligations of the Assignor set forth therein) as
if therein named as the Assignor. Further, the
   82
                                      D-2


Assignee hereby assumes for the benefit of the Assignor and the Beneficiaries
all of the duties and obligations of the Assignor under the Outstanding
Certificates and hereby confirms that the Certificates representing Fractional
Undivided Interests under the Pass Through Trust Agreement shall be deemed for
all purposes of the Pass Through Trust Agreement and the New Pass Through Trust
Agreement to be certificates representing the same fractional undivided
interests under the New Pass Through Trust Agreement equal to their respective
beneficial interests in the trust created under the Pass Through Trust
Agreement.

                  3.       Effectiveness. This Agreement shall be effective upon
the execution and delivery hereof by the parties hereto, and each
Certificateholder, by its acceptance of its Certificate or a beneficial interest
therein, agrees to be bound by the terms of this Agreement.

                  4.       Payments. The Assignor hereby covenants and agrees to
pay over to the Assignee, if and when received following the Transfer Date, any
amounts (including any sums payable as interest in respect thereof) paid to or
for the benefit of the Assignor that, under Section 1 hereof, belong to the
Assignee.

                  5.       Further Assurances. The Assignor shall, at any time
and from time to time, upon the request of the Assignee, promptly and duly
execute and deliver any and all such further instruments and documents and take
such further action as the Assignee may reasonably request to obtain the full
benefits of this Agreement and of the right and powers herein granted. The
Assignor agrees to deliver the Global Certificates, and all Trust Property, if
any, then in the physical possession of the Assignor, to the Assignee.

                  6.       Representations and Warranties. (a) The Assignee
represents and warrants to the Assignor and each of the Beneficiaries that:

                  (i) it has all requisite power and authority and legal right
         to enter into and carry out the transactions contemplated hereby and to
         carry out and perform the obligations of the "Pass Through Trustee"
         under the Assigned Documents;

                  (ii) on and as of the date hereof, the representations and
         warranties of the Assignee set forth in Section 7.15 of the New Pass
         Through Trust Agreement are true and correct.

                  (b)      The Assignor represents and warrants to the Assignee
that:

                  (i) it is duly incorporated, validly existing and in good
         standing under the laws of the State of Delaware and has the full trust
         power, authority and legal right under the laws of the State of
         Delaware and the United States pertaining to its trust and fiduciary
         powers to execute and deliver this Agreement;

                  (ii) the execution and delivery by it of this Agreement and
         the performance by it of its obligations hereunder have been duly
         authorized by it and will not violate its articles of association or
         by-laws or the provisions of any indenture, mortgage, contract or other
         agreement to which it is a party or by which it is bound; and

                  (iii) this Agreement constitutes the legal, valid and binding
         obligations of it enforceable against it in accordance with its terms,
         except as the same may be limited by
   83
                                      D-3


         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting the rights of creditors generally and by general
         principles of equity, whether considered in a proceeding at law or in
         equity.

                  7.       GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK INCLUDING
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS.

                  8.       Counterparts. This Agreement may be executed in any
number of counterparts, all of which together shall constitute a single
instrument. It shall not be necessary that any counterpart be signed by both
parties so long as each party shall sign at least one counterpart.

                  9.       Third Party Beneficiaries. The Assignee hereby
agrees, for the benefit of the Beneficiaries, that its representations,
warranties and covenants contained herein are also intended to be for the
benefit of each Beneficiary, and each Beneficiary shall be deemed to be an
express third party beneficiary with respect thereto, entitled to enforce
directly and in its own name any rights or claims it may have against such party
as such beneficiary.

                  IN WITNESS WHEREOF, the parties hereto, through their
respective officers thereunto duly authorized, have duly executed this
Assignment as of the day and year first above written.

                                    ASSIGNOR:

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity except as expressly
                                    provided herein, but solely as trustee under
                                    the Pass Through Trust Agreement in respect
                                    of the America West Airlines Pass Through
                                    Trust 2001-1G-O


                                    By:_________________________________________
                                        Title:

                                    ASSIGNEE:

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity except as expressly
                                    provided herein, but solely as trustee under
                                    the Pass Through Trust Agreement in respect
                                    of the America West Airlines Pass Through
                                    Trust 2001-1G-S


                                    By:_________________________________________
                                        Title:
   84
                                                                      Schedule I


                         Schedule of Assigned Documents

(1)      Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the
         Other Trustees, the Policy Provider, the Liquidity Provider, the
         liquidity provider, if any, relating to the Certificates issued under
         (and as defined in) the Other Pass Through Trust Agreements and the
         Subordination Agent.

(2)      Registration Rights Agreement dated as of May 17, 2001 among the
         Initial Purchasers, the Trustee, the Other Trustees, and the Company.

(3)      Escrow and Paying Agent Agreement (Class G) dated as of May 17, 2001
         among the Escrow Agent, the Initial Purchasers, the Trustee and the
         Paying Agent.

(4)      Note Purchase Agreement dated as of May 17, 2001 among the Company, the
         Trustee, the Other Trustees, the Depositary, the Escrow Agent, the
         Paying Agent and the Subordination Agent.

(5)      Deposit Agreement (Class G) dated as of May 17, 2001 between the Escrow
         Agent and the Depositary.

(6)      The Policy dated May 17, 2001, as defined in the Intercreditor
         Agreement.

(7)      The Policy Provider Agreement dated May 17, 2001, as defined in the
         Intercreditor Agreement.

(8)      Each of the Operative Agreements (as defined in the Participation
         Agreement for each Aircraft) in effect as of the Transfer Date.
   85
                                                                     Schedule II


                            Schedule of Beneficiaries

Wilmington Trust Company, not in its individual capacity but solely as Pass
      Through Trustee, Subordination Agent, Paying Agent and Escrow Agent

Ambac Assurance Corporation, as Policy Provider

Westdeutsche Landesbank Girozentrale, as Liquidity Provider

Citibank, N.A., as Depositary

America West Airlines, Inc.

Salomon Smith Barney Inc.

Deutsch Banc Alex. Brown Inc.

Mizuho International plc

Banc One Capital Markets, Inc.

Tokyo-Mitsubishi International plc

Each of the other parties to the Assigned Documents
   86
                                                                       EXHIBIT E


            FORM OF NOTICE TO DESIGNATE NOMINEE AS WITHHOLDING AGENT
         (Treas. Reg. Section 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1))

                                                                          [DATE]

National Association of
Securities Dealers, Inc.
Market Operations
80 Merritt Blvd.
Trumbull, CT  06611

         Re:      America West Airlines Pass Through Trust, Series 2001-1G-O
                  Pass Through Certificates, Series 2001-1G-O

                  With respect to distributions to be made on [INSERT
DISTRIBUTION DATE] to holders of the above-referenced Pass Through Certificates
in the amount of $ ____ per $1,000 principal amount of Certificate, we hereby
designate the appropriate nominees to withhold from amounts distributable to any
non-U.S. Person such amounts as required by Section 1446 of the Internal Revenue
Code of 1986, as amended. The term "non-U.S. Person" means any person or entity
that, for U.S. federal income tax purposes, is not a "U.S. Person." "U.S.
Person" for this purpose means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized under the laws of
the United States or any political subdivision thereof, or an estate or trust,
the income of which is subject to U.S. federal income taxation regardless of its
source. The date of record for determining holders of Certificates entitled to
receive the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED RECORD
DATE].

                                                Very truly yours,

EX-4.5

   1
                                   EXHIBIT 4.5

                                                                  EXECUTION COPY

                          PASS THROUGH TRUST AGREEMENT

                            Dated as of May 17, 2001

                                     between

                           AMERICA WEST AIRLINES, INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

           America West Airlines Pass Through Trust, Series 2001-1G-S

            7.10% Initial Pass Through Certificates, Series 2001-1G-S
           7.10% Exchange Pass Through Certificates, Series 2001-1G-S
   2
Reconciliation and tie between America West Airlines Pass Through Trust
Agreement, Series 2001-1G-S dated as of May 17, 2001, and the Trust Indenture
Act of 1939. This reconciliation does not constitute part of the Pass Through
Trust Agreement.




           Trust Indenture Act                                Pass Through Trust
             of 1939 Section                                  Agreement Section

             ---------------                                  -----------------
                                                           
               310(a)(1)                                           7.08

                   (a)(2)                                          7.08

               312(a)                                              3.05; 8.01; 8.02

               313(a)                                              7.06; 8.03

               314(a)                                              8.04(a),(c) & (d)

               (a)(4)                                              8.04(e)

               (c)(1)                                              1.02

               (c)(2)                                              1.02

               (d)(1)                                              7.13; 11.01

               (d)(2)                                              7.13; 11.01

               (d)(3)                                              2.01

               (e)                                                 1.02

               315(b)                                              7.02

               316(a)(last sentence)                               1.04(c)

                   (a)(1)(A)                                       6.04

                   (a)(1)(B)                                       6.05

                   (b)                                             6.06

                   (c)                                             1.04(e)

               317(a)(1)                                           6.03

                   (b)                                             7.13

               318(a)                                              12.06

   3
                                TABLE OF CONTENTS




SECTION                                                                                        PAGE
- -------                                                                                        ----
                                                                                            
ARTICLE i  DEFINITIONS......................................................................     2
        Section 1.01.        Definitions....................................................     2
        Section 1.02.        Compliance Certificates and Opinions...........................    13
        Section 1.03.        Form of Documents Delivered to Trustee.........................    14
        Section 1.04.        Directions of Certificateholders...............................    14

ARTICLE II  ACQUISITION OF TRUST PROPERTY...................................................    16
        Section 2.01.        Acquisition of Trust Property..................................    16
        Section 2.02.        Acceptance by the Trustee......................................    16
        Section 2.03.        Limitation of Powers...........................................    16

ARTICLE III  THE CERTIFICATES...............................................................    17
        Section 3.01.        Title, Form, Denomination and Execution of Certificates........    17
        Section 3.02.        Restrictive Legends............................................    19
        Section 3.03.        Authentication of Certificates.................................    20
        Section 3.04.        Transfer and Exchange..........................................    21
        Section 3.05.        Book-Entry Provisions for Restricted Global Certificates and
                             Regulation S Global Certificates                                   22
        Section 3.06.        Special Transfer Provisions....................................    23
        Section 3.07.        Mutilated, Destroyed, Lost or Stolen Certificates..............    26
        Section 3.08.        Persons Deemed Owners..........................................    26
        Section 3.09.        Cancellation...................................................    26
        Section 3.10.        Temporary Certificates.........................................    27
        Section 3.11.        Limitation of Liability for Payments...........................    27

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.................................    28
        Section 4.01.        Certificate Account and Special Payments Account...............    28
        Section 4.02.        Distributions from Certificate Account and Special
                             Payments Account ..............................................    28
        Section 4.03.        Statements to Certificateholders...............................    30
        Section 4.04.        Investment of Special Payment Moneys...........................    31

ARTICLE V  THE COMPANY......................................................................    31
        Section 5.01.        Maintenance of Corporate Existence.............................    31
        Section 5.02.        Consolidation, Merger, Etc.....................................    31

ARTICLE VI  DEFAULT.........................................................................    32
        Section 6.01.        Events of Default..............................................    32
        Section 6.02.        Incidents of Sale of Equipment Notes...........................    34
        Section 6.03.        Judicial Proceedings Instituted by Trustee; Trustee May
                             Bring Suit ....................................................    35
        Section 6.04.        Control by Certificateholders..................................    35
        Section 6.05.        Waiver of Past Defaults........................................    35

   4



SECTION                                                                                        PAGE
- -------                                                                                        ----
                                                                                            
        Section 6.06.        Right of Certificateholders to Receive Payments Not
                             to Be Impaired ................................................    36
        Section 6.07.        Certificateholders May Not Bring Suit Except Under
                             Certain Conditions ............................................    36
        Section 6.08.        Remedies Cumulative............................................    37

ARTICLE VII  THE TRUSTEE....................................................................    37
        Section 7.01.        Certain Duties and Responsibilities............................    37
        Section 7.02.        Notice of Defaults.............................................    38
        Section 7.03.        Certain Rights of Trustee......................................    38
        Section 7.04.        Not Responsible for Recitals or Issuance of Certificates.......    39
        Section 7.05.        May Hold Certificates..........................................    39
        Section 7.06.        Money Held in Trust............................................    39
        Section 7.07.        Compensation and Reimbursement.................................    39
        Section 7.08.        Corporate Trustee Required; Eligibility........................    41
        Section 7.09.        Resignation and Removal; Appointment of Successor..............    41
        Section 7.10.        Acceptance of Appointment by Successor.........................    42
        Section 7.11.        Merger, Conversion, Consolidation or Succession to Business....    43
        Section 7.12.        Maintenance of Agencies........................................    43
        Section 7.13.        Money for Certificate Payments to Be Held in Trust.............    44
        Section 7.14.        Registration of Equipment Notes in Name of Subordination Agent.    44
        Section 7.15.        Representations and Warranties of Trustee......................    45
        Section 7.16.        Withholding Taxes, Information Reporting.......................    46
        Section 7.17.        Trustee's Liens................................................    46
        Section 7.18.        Preferential Collection of Claims..............................    46

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE..............................    46
        Section 8.01.        The Company to Furnish Trustee with Names and Addresses
                             of Certificateholders .........................................    46
        Section 8.02.        Preservation of Information; Communications to
                             Certificateholders ............................................    47
        Section 8.03.        Reports by Trustee.............................................    47
        Section 8.04.        Reports by the Company.........................................    47

ARTICLE IX  SUPPLEMENTAL AGREEMENTS.........................................................    48
        Section 9.01.        Supplemental Agreements Without Consent of Certificateholders..    48
        Section 9.02.        Supplemental Agreements with Consent of Certificateholders.....    49
        Section 9.03.        Documents Affecting Immunity or Indemnity......................    50
        Section 9.04.        Execution of Supplemental Agreements...........................    50
        Section 9.05.        Effect of Supplemental Agreements..............................    51
        Section 9.06.        Conformity with Trust Indenture Act............................    51
        Section 9.07.        Reference in Certificates to Supplemental Agreements...........    51


                                       ii
   5



SECTION                                                                                        PAGE
- -------                                                                                        ----
                                                                                            
ARTICLE X  AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS.................................    51
        Section 10.01.       Amendments and Supplements to Indentures and
                             Financing Documents ...........................................    51

ARTICLE XI  TERMINATION OF TRUST............................................................    52
        Section 11.01.       Termination of the Trust.......................................    52

ARTICLE XII  MISCELLANEOUS PROVISIONS.......................................................    53
        Section 12.01.       Limitation on Rights of Certificateholders.....................    53
        Section 12.02.       Certificates Nonassessable and Fully Paid......................    53
        Section 12.03.       Notices........................................................    53
        Section 12.04.       Governing Law..................................................    54
        Section 12.05.       Severability of Provisions.....................................    54
        Section 12.06.       Trust Indenture Act Controls...................................    54
        Section 12.07.       Effect of Headings and Table of Contents.......................    55
        Section 12.08.       Successors and Assigns.........................................    55
        Section 12.09.       Benefits of Agreement..........................................    55
        Section 12.10.       Legal Holidays.................................................    55
        Section 12.11.       Counterparts...................................................    55
        Section 12.12.       Intention of Parties...........................................    55


Exhibit A      -    Form of Certificate to Request Removal of Restricted Legend
Exhibit B      -    Form of Certificate to be Delivered by an Institutional
                    Accredited Investor




                                      iii
   6

                          PASS THROUGH TRUST AGREEMENT


               This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001, (the
"Agreement") between AMERICA WEST AIRLINES, INC., a Delaware corporation, and
WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of
America West Airlines Pass Through Trust, Series 2001-1G-S and the 7.10% America
West Airlines Pass Through Trust, Series 2001-1G-S Pass Through Certificates
representing fractional undivided interests in the Trust.

                                   WITNESSETH:

                WHEREAS, the Company has obtained commitments from AVSA for the
delivery of certain Aircraft;

               WHEREAS, as of the Transfer Date, the Company will have financed
(or refinanced) the acquisition of all or a portion of the Aircraft either (i)
through separate leveraged lease transactions in which the Company will lease
such aircraft (collectively, the "Leased Aircraft") or (ii) through separate
secured loan transactions in which the Company will own such Aircraft
(collectively, the "Owned Aircraft");

               WHEREAS, as of the Transfer Date, in the case of each Leased
Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner
Participant, will have issued pursuant to an Indenture, on a non-recourse basis,
three series of Equipment Notes in order to finance a portion of its purchase
price of such Leased Aircraft;

               WHEREAS, as of the Transfer Date, in the case of each Owned
Aircraft, the Company, will have issued pursuant to an Indenture, on a recourse
basis, three series of Equipment Notes to finance a portion of the purchase
price of such Owned Aircraft;

               WHEREAS, as of the Transfer Date, the Related Trustee will
assign, transfer and deliver all of such trustee's right, title and interest to
the trust property held by the Related Trustee to the Trustee pursuant to the
Assignment and Assumption Agreement;

               WHEREAS, the Trustee, effective only, but automatically, upon
execution and delivery of the Assignment and Assumption Agreement, will be
deemed to have declared the creation of the Trust for the benefit of the
Certificateholders, and each holder of Certificates outstanding as of the
Transfer Date, as the grantors of the Trust, by their respective acceptances of
the Certificates, will join in the creation of this Trust with the Trustee;

               WHEREAS, all Certificates deemed issued by the Trust will
evidence fractional undivided interests in the Trust and will convey no rights,
benefits or interests in respect of any property other than the Trust Property
except for those Certificates to which an Escrow Receipt (as defined below) has
been affixed;

               WHEREAS, the Company has duly authorized the execution, delivery
and effectiveness of this Agreement as the "issuer", as such term is defined in
and solely for purposes of the Securities Act, of the Certificates deemed to be
issued pursuant hereto and as the
   7
                                      -2-

"obligor", as such term is defined in and solely for purposes of the Trust
Indenture Act of 1939, as amended, with respect to all such Certificates and is
undertaking to perform certain administrative and ministerial duties hereunder
and is also undertaking to pay the ongoing fees and expenses of the Trustee;

               WHEREAS, upon the execution and delivery of the Assignment and
Assumption Agreement, all of the conditions and requirements necessary to make
this Agreement a valid, binding and legal instrument, enforceable in accordance
with its terms and for the purposes herein expressed, will have been done,
performed and fulfilled, and the execution and delivery of this Agreement in the
form and with the terms hereof will have been in all respects duly authorized;
and

               WHEREAS, upon issuance of the Exchange Certificates, if any, or
the effectiveness of the Shelf Registration Statement, this Agreement, as
amended or supplemented from time to time, will be subject to the provisions of
the Trust Indenture Act of 1939, and shall, to the extent applicable, be
governed by such provisions;

               NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                Section 1.01. Definitions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                (1) the terms used in this Agreement, including in the recitals
to this Agreement, that are defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular;

                (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or by the rules
promulgated under the Trust Indenture Act, have the meanings assigned to them
therein;

                (3) all references in this Agreement to designated "Articles",
"Sections", "Subsections" and other subdivisions are to the designated Articles,
Sections, Subsections and other subdivisions of this Agreement;

                (4) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
Article, Section, Subsection or other subdivision; and

                (5) unless the context otherwise requires, whenever the words
"including", "include" or "includes" are used herein, it shall be deemed to be
followed by the phrase "without limitation".
   8
                                      -3-

                Affiliate: Means, with respect to any specified Person, any
        other Person directly or indirectly controlling or controlled by or
        under direct or indirect common control with such Person. For the
        purposes of this definition, "control" means the power, directly or
        indirectly, to direct the management and policies of such Person,
        whether through the ownership of voting securities or by contract or
        otherwise, and the terms "controlling" and "controlled" have meanings
        correlative to the foregoing.


                Agent Members: Has the meaning specified in Section 3.05.


                Agreement: Has the meaning specified in the initial paragraph
        hereto.


                Aircraft: Has the meaning specified in the Note Purchase
        Agreement.


                Aircraft Purchase Agreement: Has the meaning specified in the
        Note Purchase Agreement.


                Assignment and Assumption Agreement: Means the assignment and
        assumption agreement substantially in the form of Exhibit D to the
        Related Pass Through Trust Agreement to be executed and delivered in
        accordance with Section 11.01 of the Related Pass Through Trust
        Agreement.

                Authorized Agent: Means any Paying Agent or Registrar for the
        Certificates.


                Avoidable Tax: Means a state or local tax (i) upon (w) the
        Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee
        for which the Trustee is entitled to seek reimbursement from the Trust
        Property, and (ii) which would be avoided if the Trustee were located in
        another state, or jurisdiction within a state, within the United States.
        A tax shall not be an Avoidable Tax if the Company or any Owner Trustee
        shall agree to pay, and shall pay, such tax.

                AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries.


                Business Day: Means any day other than a Saturday, a Sunday or a
        day on which commercial banks are required or authorized to close in
        Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long
        as any Certificate is outstanding, the city and state in which the
        Trustee or any Loan Trustee maintains its Corporate Trust Office or
        receives and disburses funds.

                Certificate: Means any one of the Initial Certificates or
        Exchange Certificates issued by the Related Trust and that are
        "Outstanding" (as defined in the Related Pass Through Trust Agreement)
        as of the Transfer Date (the "Transfer Date Certificates") and any such
        Initial Certificates or Exchange Certificates issued in exchange
        therefor or replacement thereof pursuant to this Agreement.

                Certificate Account: Means the account or accounts created and
        maintained pursuant to Section 4.01(a).
   9
                                      -4-

                Certificate Purchase Agreement: Means the Purchase Agreement
        dated May 10, 2001 among the Initial Purchasers and the Company, as the
        same may be amended, supplemented or otherwise modified from time to
        time in accordance with its terms.

                Certificateholder or Holder: Means the Person in whose name a
        Certificate is registered in the Register.


                Class D Certificateholder: Means, at any time, any holder of one
        or more pass through certificates issued by the America West Airlines
        Pass Through Trust, Series 2001-1D, if and when established.

                Clearstream: Means Clearstream Banking, societe anonyme,
        organized under Luxembourg law (formerly known as Cedelbank) or any
        successor thereto.


                Company: Means America West Airlines, Inc., a Delaware
        corporation, or its successor in interest pursuant to Section 5.02, or
        (only in the context of provisions hereof, if any, where such reference
        is required for purposes of compliance with the Trust Indenture Act) any
        other "obligor" (within the meaning of the Trust Indenture Act) with
        respect to the Certificates.

                Controlling Party: Has the meaning specified in the
        Intercreditor Agreement.


                Corporate Trust Office: With respect to the Trustee or any Loan
        Trustee, means the office of such trustee in the city at which at any
        particular time its corporate trust business shall be principally
        administered.

                Definitive Certificates: Has the meaning specified in Section
        3.01(e).


                Delivery Period Termination Date: Has the meaning specified in
        the Related Pass Through Trust Agreement.


                Deposits: Has the meaning specified in the Deposit Agreement.


                Deposit Agreement: Means the Deposit Agreement dated as of May
        17, 2001 relating to the Certificates between the Depositary and the
        Escrow Agent, as the same may be amended, supplemented or otherwise
        modified from time to time in accordance with its terms.

                Depositary: Means Citibank, N.A.


                Direction: Has the meaning specified in Section 1.04(a).


                Distribution Date: Means any Regular Distribution Date or
        Special Distribution Date as the context requires.


                DTC: Means The Depository Trust Company, its nominees and their
        respective successors.
   10
                                      -5-

                EBO Date: Means the date set forth on Schedule 1 to the Lease as
        the "EBO Date".

                Equipment Notes: Means the equipment notes issued under the
        Indentures.

                Escrow Agent: Means, initially, Wilmington Trust Company, and
        any replacement or successor therefor appointed in accordance with the
        Escrow Agreement.

                Escrow Agreement: Means the Escrow and Paying Agent Agreement
        dated as of May 17, 2001 relating to the Certificates, among the Escrow
        Agent, the Escrow Paying Agent, the Related Trustee (and after the
        Transfer Date, the Trustee) and the Initial Purchasers, as the same may
        be amended, supplemented or otherwise modified from time to time in
        accordance with its terms.

                Escrow Paying Agent: Means the Person acting as paying agent
        under the Escrow Agreement.

                Escrow Receipt: Means the receipt substantially in the form
        annexed to the Escrow Agreement representing a fractional undivided
        interest in the funds held in escrow thereunder.

                Euroclear: Means Morgan Guaranty Trust Company of New York,
        Brussels Office, as operator of the Euroclear System.

                Event of Default: Means an Indenture Default under any Indenture
        pursuant to which Equipment Notes held by the Trust were issued.

                Exchange Certificates: Means the pass through certificates
        issued in exchange for the Initial Certificates pursuant to the
        Registration Rights Agreement and authenticated under the Related Pass
        Through Trust Agreement (prior to the Transfer Date) or hereunder (after
        the Transfer Date).

                Exchange Offer: Means the exchange offer which may be made
        pursuant to the Registration Rights Agreement to exchange Initial
        Certificates for Exchange Certificates.

                Exchange Offer Registration Statement: Means the registration
        statement that, pursuant to the Registration Rights Agreement, is filed
        by the Company with the SEC with respect to the exchange of Initial
        Certificates for Exchange Certificates.

                Final Legal Distribution Date: Means October 2, 2022.

                Final Withdrawal: Has the meaning specified in the Escrow
        Agreement.

                Final Withdrawal Date: Has the meaning specified in the Escrow
        Agreement.

                Financing Documents: With respect to any Equipment Note, means
        (i) the Indenture and the Participation Agreement relating to such
        Equipment Note, and (ii) in
   11
                                      -6-

        the case of any Equipment Note related to a Leased Aircraft, the Lease
        relating to such Leased Aircraft.

                Fractional Undivided Interest: Means the fractional undivided
        interest in the Trust that is evidenced by a Certificate.

                Global Certificates: Has the meaning specified in Section
        3.01(d).

                Global Exchange Certificate: Has the meaning specified in
        Section 3.01(f).

                Indenture: Means each of the separate trust indentures and
        mortgages relating to the Aircraft, each as specified or described in a
        Delivery Notice delivered pursuant to the Note Purchase Agreement or the
        related Participation Agreement, in each case as the same may be
        amended, supplemented or otherwise modified from time to time in
        accordance with its terms.

                Indenture Default: With respect to any Indenture, means any
        Event of Default (as such term is defined in such Indenture).

                Initial Certificates: Means the "Initial Certificates" issued
        and authenticated under the Related Pass Through Trust Agreement, and
        any certificates issued and authenticated thereunder substantially in
        the form of Exhibit A thereto other than the Exchange Certificates.

                Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche
        Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital
        Markets, Inc. and Tokyo-Mitsubishi International plc.

                Institutional Accredited Investor: Means an institutional
        investor that is an "accredited investor" within the meaning set forth
        in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
        Act.

                Intercreditor Agreement: Means the Intercreditor Agreement dated
        as of May 17, 2001 among the Related Trustee (and after the Transfer
        Date, the Trustee), the Related Other Trustees (and after the Transfer
        Date, the Other Trustees), the Liquidity Provider, the liquidity
        provider relating to the Certificates issued under (and as defined in)
        the Related Other Pass Through Trust Agreements, the Policy Provider and
        Wilmington Trust Company, as Subordination Agent and as trustee
        thereunder, as amended, supplemented or otherwise modified from time to
        time in accordance with its terms.

                Investors: Means the Initial Purchasers together with all
        subsequent beneficial owners of the Certificates.

                Issuance Date: Means the date of the issuance of the Initial
        Certificates.

                Lease: Means, with respect to each Leased Aircraft, the lease
        between an Owner Trustee, as the lessor, and the Company, as the lessee,
        referred to in the related Indenture,
   12
                                      -7-

        as such lease may be amended, supplemented or otherwise modified in
        accordance with its terms.

                Leased Aircraft: Has the meaning specified in the second recital
        to this Agreement.

                Liquidity Facility: Means, initially, the Revolving Credit
        Agreement dated as of May 17, 2001 relating to the Certificates, between
        the Liquidity Provider and the Subordination Agent, as agent and trustee
        for the Trustee, and, from and after the replacement of such Agreement
        pursuant to the Intercreditor Agreement, the replacement liquidity
        facility therefor, in each case as amended, supplemented or otherwise
        modified from time to time in accordance with their respective terms.

                Liquidity Provider: Means, initially, Westdeutsche Landesbank
        Girozentrale, and any replacement or successor therefor appointed in
        accordance with the Intercreditor Agreement.

                Loan Trustee: With respect to any Equipment Note or the
        Indenture applicable thereto, means the bank or trust company designated
        as trustee under such Indenture, together with any successor to such
        trustee appointed pursuant thereto.

                Material Adverse Tax Event: Has the meaning specified in Section
        17.3(a)(4) of the Lease.

                Non-U.S. Person: Means a Person that is not a "U.S. person", as
        defined in Regulation S.

                Note Purchase Agreement: Means the Note Purchase Agreement dated
        as of May 17, 2001 among the Related Trustee (and after the Transfer
        Date, the Trustee), the Related Other Trustees (and after the Transfer
        Date, the Other Trustees), the Company, the Escrow Agent, the Escrow
        Paying Agent and the Subordination Agent, as the same may be amended,
        supplemented or otherwise modified from time to time, in accordance with
        its terms.

                Offering Circular: Means the Offering Memorandum dated May 10,
        2001 relating to the offering of the Certificates and the other
        certificates under the Related Other Pass Through Trust Agreements.

                Officer's Certificate: Means a certificate signed, (a) in the
        case of the Company, by any Vice President or more senior officer of the
        Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a
        Responsible Officer of such Owner Trustee or such Loan Trustee, as the
        case may be.

                Opinion of Counsel: Means a written opinion of legal counsel who
        (a) in the case of counsel for the Company may be (i) the General
        Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price,
        Kaufman & Kammholz LLP, or (iv) such other counsel designated by the
        Company and reasonably acceptable to the Trustee and (b) in the case of
        counsel for any Owner Trustee or any Loan Trustee may be such counsel as
   13
                                      -8-

        may be designated by any of them whether or not such counsel is an
        employee of any of them, and who shall be reasonably acceptable to the
        Trustee.

                Other Pass Through Trust Agreements: Means the other America
        West Airlines 2001-1 Pass Through Trust Agreement relating to the
        America West Airlines Pass Through Trust, Series 2001-1C-S and the
        America West Airlines Pass Through Trust, Series 2001-1D-S.

                Other Trustees: Means the trustees under the Other Pass Through
        Trust Agreements, and any successor or other trustee appointed as
        provided therein.

                Other Trusts: Means the America West Airlines Pass Through
        Trust, Series 2001-1C-S and the America West Airlines Pass Through
        Trust, Series 2001-1D-S, created under the Other Pass Through Trust
        Agreements.

                Outstanding: When used with respect to Certificates, means, as
        of the date of determination, all Transfer Date Certificates, and all
        other Certificates theretofore authenticated and delivered under this
        Agreement, in each case except:

                                (i) Certificates theretofore canceled by the
                Registrar or delivered to the Trustee or the Registrar for
                cancellation;

                                (ii) Certificates for which money in the full
                amount required to make the final distribution with respect to
                such Certificates pursuant to Section 11.01 hereof has been
                theretofore deposited with the Trustee in trust for the Holders
                of such Certificates as provided in Section 4.01 pending
                distribution of such money to such Certificateholders pursuant
                to payment of such final distribution; and

                                (iii) Certificates in exchange for or in lieu of
                which other Certificates have been authenticated and delivered
                pursuant to this Agreement.

                Owned Aircraft: Has the meaning specified in the second recital
        to this Agreement.

                Owner Participant: With respect to any Equipment Note relating
        to a Leased Aircraft, means the "Owner Participant" as referred to in
        the Indenture pursuant to which such Equipment Note is issued and any
        permitted successor or assign of such Owner Participant; and Owner
        Participants at any time of determination means all of the Owner
        Participants thus referred to in the Indentures.

                Owner Trustee: With respect to any Equipment Note relating to a
        Leased Aircraft, means the "Owner Trustee", as referred to in the
        Indenture pursuant to which such Equipment Note is issued, not in its
        individual capacity but solely as trustee; and Owner Trustees means all
        of the Owner Trustees party to any of the Indentures.
   14
                                      -9-

                Participation Agreement: Means each Participation Agreement to
        be entered into by the Related Trustee pursuant to the Note Purchase
        Agreement, as the same may be amended, supplemented or otherwise
        modified in accordance with its terms.

                Paying Agent: Means the paying agent maintained and appointed
        for the Certificates pursuant to Section 7.12.

                Permitted Investments: Means obligations of the United States of
        America or agencies or instrumentalities thereof for the payment of
        which the full faith and credit of the United States of America is
        pledged, maturing in not more than 60 days after the date of acquisition
        thereof or such lesser time as is required for the distribution of any
        Special Payments on a Special Distribution Date.

                Person: Means any person, including any individual, corporation,
        limited liability company, partnership, joint venture, association,
        joint-stock company, trust, trustee, unincorporated organization, or
        government or any agency or political subdivision thereof.

                Policy: Has the meaning specified in the Intercreditor
        Agreement.

                Policy Provider: Has the meaning specified in the Intercreditor
        Agreement.

                Policy Provider Agreement: Has the meaning specified in the
        Intercreditor Agreement.

                Policy Provider Default: Has the meaning specified in the
        Intercreditor Agreement.

                Pool Balance: Means, as of any date, (i) the original aggregate
        face amount of the "Certificates" as defined in the Related Pass Through
        Trust Agreement, less (ii) the aggregate amount of all payments made in
        respect of such Certificates other than payments made in respect of
        interest or premium thereon or reimbursement of any costs or expenses
        incurred in connection therewith. The Pool Balance as of any
        Distribution Date shall be computed after giving effect to the payment
        of principal, if any, on the Equipment Notes or other Trust Property
        held in such Trust and the distribution thereof to be made on such
        Distribution Date and the distribution of the Final Withdrawal to be
        made on such Distribution Date.

                Pool Factor: Means, as of any date, the quotient (rounded to the
        seventh decimal place) computed by dividing (i) the Pool Balance as at
        such date by (ii) the original aggregate face amount of the
        "Certificates" as defined in the Related Pass Through Trust Agreement.
        The Pool Factor as of any Distribution Date shall be computed after
        giving effect to the payment of principal, if any, on the Equipment
        Notes or other Trust Property and the distribution thereof to be made on
        such Distribution Date and the distribution of the Final Withdrawal to
        be made on such Distribution Date.

                PTC Event of Default: Means any failure to pay within 10
        Business Days of the due date thereof: (i) the outstanding Pool Balance
        on the Final Legal Distribution Date or (ii) interest due on the
        Certificates on any Distribution Date (unless the Subordination
   15
                                      -10-

        Agent shall have made an Interest Drawing or Drawings (as defined in the
        Intercreditor Agreement), or a withdrawal or withdrawals pursuant to
        Section 3.6(f) of the Intercreditor Agreement, with respect thereto in
        an aggregate amount sufficient to pay such interest and shall have
        distributed such amount to the Trustee).

                QIB: Means a qualified institutional buyer as defined in Rule
        144A.

                Record Date: Means (i) for Scheduled Payments to be distributed
        on any Regular Distribution Date, other than the final distribution, the
        15th day (whether or not a Business Day) preceding such Regular
        Distribution Date, and (ii) for Special Payments to be distributed on
        any Special Distribution Date, other than the final distribution, the
        15th day (whether or not a Business Day) preceding such Special
        Distribution Date.

                Register and Registrar: Mean the register maintained and the
        registrar appointed pursuant to Sections 3.04 and 7.12.

                Registration Event: Means the declaration of the effectiveness
        by the SEC of the Exchange Offer Registration Statement or the Shelf
        Registration Statement.

                Registration Rights Agreement: Means the Exchange and
        Registration Rights Agreement dated as of May 17, 2001, among the
        Initial Purchasers, the Related Trustee (and after the Transfer Date,
        the Trustee), the Related Other Trustees (and after the Transfer Date,
        the Other Trustees) and the Company, as amended, supplemented or
        otherwise modified from time to time in accordance with its terms.

                Regular Distribution Date: With respect to distributions of
        Scheduled Payments in respect of the Certificates, means each date
        designated as a Regular Distribution Date in the Certificates issued
        pursuant to this Agreement, until payment of all the Scheduled Payments
        to be made under the Equipment Notes held in the Trust have been made;
        provided, however, that, if any such day shall not be a Business Day,
        the related distribution shall be made on the next succeeding Business
        Day without additional interest.

                Regulation S: Means Regulation S under the Securities Act or any
        successor regulation thereto.

                Regulation S Definitive Certificates: Has the meaning specified
        in Section 3.01(e).

                Regulation S Global Certificates: Has the meaning specified in
        Section 3.01(d).

                Related Other Pass Through Trust Agreement: Means the "Other
        Pass Through Trust Agreements" as defined in the Related Pass Through
        Trust Agreement.

                Related Other Trustee: Means the "Other Trustees" as defined in
        the Related Pass Through Trust Agreement.
   16
                                      -11-

                Related Other Trust: Means the "Other Trusts" as defined in the
        Related Pass Through Trust Agreement.

                Related Pass Through Trust Agreement: Means the Pass Through
        Trust Agreement relating to America West Airlines Pass Through Trust,
        Series 2001-1G-O, dated as of the date hereof, between the Company and
        the institution acting as trustee thereunder, as amended, supplemented
        or otherwise modified from time to time in accordance with its terms.

                Related Trust: Means the America West Pass Through Trust, Series
        1998-1G-O, formed under the Related Pass Through Trust Agreement.

                Related Trustee: Means the trustee under the Related Pass
        Through Trust Agreement.

                Responsible Officer: With respect to the Trustee, any Loan
        Trustee and any Owner Trustee, means any officer in the Corporate Trust
        Office of the Trustee, Loan Trustee or Owner Trustee or any other
        officer customarily performing functions similar to those performed by
        the persons who at the time shall be such officers, respectively, or to
        whom any corporate trust matter is referred because of his knowledge of
        and familiarity with a particular subject.

                Restricted Definitive Certificates: Has the meaning specified in
        Section 3.01(e).

                Restricted Global Certificate: Has the meaning specified in
        Section 3.01(c).

                Restricted Legend: Has the meaning specified in Section 3.02.

                Restricted Period: Has the meaning specified in Section 3.01(d).

                Rule 144A: Means Rule 144A under the Securities Act and any
        successor rule thereto.

                Scheduled Payment: With respect to any Equipment Note, means (i)
        any payment of principal or interest on or in respect of such Equipment
        Note (other than any such payment which is not in fact received by the
        Subordination Agent within five days of the date on which such payment
        is scheduled to be made) due from the obligor thereon or (ii) any
        payment of interest on the Certificates with funds drawn under any
        Liquidity Facility, or any payment of interest on or principal of the
        Certificates with funds drawn under the Policy, which payment in any
        such case represents the installment of principal at the stated maturity
        of such installment of principal on such Equipment Note, the payment of
        regularly scheduled interest accrued on the unpaid principal amount of
        such Equipment Note, or both; provided that any payment of principal,
        premium, if any, or interest resulting from the redemption or purchase
        of any Equipment Note shall not constitute a Scheduled Payment.

                SEC: Means the Securities and Exchange Commission, as from time
        to time constituted or created under the United States Securities
        Exchange Act of 1934, as
   17
                                      -12-


        amended, or, if at any time after the execution of this instrument such
        Commission is not existing and performing the duties now assigned to it
        under the Trust Indenture Act, then the body performing such duties on
        such date.

                Securities Act: Means the United States Securities Act of 1933,
        as amended from time to time, or any successor thereto.

                Shelf Registration Statement: Means the shelf registration
        statement which may be required to be filed by the Company with the SEC
        pursuant to any Registration Rights Agreement, other than an Exchange
        Offer Registration Statement.

                Special Distribution Date: Means each date on which a Special
        Payment is to be distributed as specified in this Agreement; provided,
        however, that, if any such day shall not be a Business Day, the related
        distribution shall be made on the next succeeding Business Day without
        additional interest.

                Special Redemption Premium: Means the premium payable by the
        Company in respect of the Final Withdrawal pursuant to the Note Purchase
        Agreement.

                Special Payment: Means any payment (other than a Scheduled
        Payment) in respect of, or any proceeds of, any Equipment Note or Trust
        Indenture Estate (as defined in each Indenture) or Special Redemption
        Premium.

                Special Payments Account: Means the account or accounts created
        and maintained pursuant to Section 4.01(b).

                Subordination Agent: Has the meaning specified in the
        Intercreditor Agreement.

                Substitute Aircraft: Has the meaning specified in the Note
        Purchase Agreement.

                Tax: Means all license, recording, documentary, registration and
        other similar fees and all taxes, levies, imposts, duties, charges,
        assessments or withholdings of any nature whatsoever imposed by any
        Taxing Authority, together with any penalties, additions to tax, fines
        or interest thereon or additions thereto.

                Taxing Authority: Means any federal, state or local government
        or other taxing authority in the United States, any foreign government
        or any political subdivision or taxing authority thereof, any
        international taxing authority or any territory or possession of the
        United States or any taxing authority thereof.

                Transfer Date: Means the moment of execution and delivery of the
        Assignment and Assumption Agreement by each of the parties thereto.

                Transfer Date Certificates: Has the meaning specified in the
        definition of "Certificates".

                Trust: Means the trust created by this Agreement, the estate of
        which consists of the Trust Property.
   18
                                      -13-


                Trust Indenture Act: Means the United States Trust Indenture Act
        of 1939, as amended from time to time, or any successor thereto.

                Trust Property: Means (i) the Equipment Notes held as the
        property of the Trust and, subject to the Intercreditor Agreement, all
        monies at any time paid thereon and all monies due and to become due
        thereunder, (ii) funds from time to time deposited in the Certificate
        Account and the Special Payments Account and, subject to the
        Intercreditor Agreement, any proceeds from the sale by the Trustee
        pursuant to Article VI hereof of any Equipment Note and (iii) all rights
        of the Trust and the Trustee, on behalf of the Trust, under the
        Intercreditor Agreement, the Escrow Agreement, the Note Purchase
        Agreement, the Policy and the Liquidity Facilities, including, without
        limitation, all rights to receive certain payments thereunder, and all
        monies paid to the Trustee on behalf of the Trust pursuant to the
        Intercreditor Agreement, the Policy or the Liquidity Facilities,
        provided, that rights with respect to the Deposits or under the Escrow
        Agreement, except for the right to direct withdrawals for the purchase
        of Equipment Notes to be held in the Related Pass Through Trust
        Agreement, will not constitute Trust Property.

                Trustee: Means Wilmington Trust Company, or its successor in
        interest, and any successor or other trustee appointed as provided
        herein.

                Trustee's Lien: Has the meaning specified in Section 7.17.

                Unindemnified Tax: Means (i) any Tax imposed on the net income,
        net worth or capital, any franchise Tax or similar doing business Tax of
        the Pass Through Trustee (other than any such Tax imposed as a result of
        the Company's assumption of the Equipment Notes pursuant to the purchase
        of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any
        withholding Tax imposed by the United States (including, without
        limitation, any withholding Tax imposed by the United States which is
        imposed or increased as a result of the Pass Through Trustee failing to
        deliver to the Company any certificate or document necessary to
        establish that payments under this Agreement are exempt from withholding
        Tax), and (iii) any Avoidable Tax.

               Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request,
no additional certificate or opinion need be furnished.
   19
                                      -14-

                Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(e)) shall include:

                (1) a statement that each individual signing such certificate or
        opinion has read such covenant or condition and the definitions in this
        Agreement relating thereto;

                (2) a brief statement as to the nature and scope of the
        examination or investigation upon which the statements or opinions
        contained in such certificate or opinion are based;

                (3) a statement that, in the opinion of each such individual, he
        has made such examination or investigation as is necessary to enable him
        to express an informed opinion as to whether or not such covenant or
        condition has been complied with; and

                (4) a statement as to whether, in the opinion of each such
        individual, such condition or covenant has been complied with.

                Section 1.03. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters and any such Person may certify or give an opinion
as to such matters in one or several documents.

                Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Agreement or, in respect of the Certificates, this
Agreement, they may, but need not, be consolidated and form one instrument.

                Section 1.04. Directions of Certificateholders. (a) Any
direction, consent, request, demand, authorization, notice, waiver or other
action provided by this Agreement to be given or taken by Certificateholders (a
"Direction") may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Certificateholders in person or by an
agent or proxy duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required pursuant to this Agreement, to the Company or any Loan Trustee. Proof
of execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, the Company and any Loan Trustee, if made in the manner
provided in this Section.

                (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer and where such execution is by
   20
                                      -15-

an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.

                (c) In determining whether the Certificateholders of the
requisite Fractional Undivided Interests of Certificates Outstanding have given
any Direction under this Agreement, Certificates owned by the Company or any
Affiliate thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination. In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates Outstanding,
such Certificates shall not be so disregarded, and (ii) if any amount of
Certificates so owned by any such Person have been pledged in good faith, such
Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company or any Affiliate thereof.

                (d) For all purposes of this Agreement, all Initial Certificates
constituting Certificates and all Exchange Certificates constituting
Certificates shall vote and take all other actions of Certificateholders
together as one series of Certificates.

                (e) The Company may at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than 30
days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed, such Direction may be given before or
after such record date, but only the Certificateholders of record at the close
of business on such record date shall be deemed to be Certificateholders for the
purposes of determining whether Certificateholders of the requisite proportion
of Outstanding Certificates have authorized or agreed or consented to such
Direction, and for that purpose the Outstanding Certificates shall be computed
as of such record date; provided that no such Direction by the
Certificateholders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Agreement not later than one
year after such record date.

                (f) Any Direction by the Holder of any Certificate shall bind
the Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

                (g) Except as otherwise provided in Section 1.04(c),
Certificates owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority, or distinction as among all of the Certificates.
   21
                                      -16-

                                   ARTICLE II

                          ACQUISITION OF TRUST PROPERTY

               Section 2.01. Acquisition of Trust Property. The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and Assumption Agreement on the date specified in Section 11.01 of the Related
Pass Through Trust Agreement, subject only to the satisfaction of the conditions
to such execution set forth in said Section 11.01. This Agreement (except only
for the immediately preceding sentence hereof, which is effective upon execution
and delivery hereof) shall become effective upon the execution and delivery of
the Assignment and Assumption Agreement by the Trustee and the Related Trustee,
automatically and without any further signature or action on the part of the
Company and the Trustee, and shall thereupon constitute the legal, valid and
binding obligation of the parties hereto enforceable against each of the parties
hereto in accordance with its terms. Upon such execution and delivery of the
Assignment and Assumption Agreement, the Related Trust shall be terminated, the
Certificateholders shall receive beneficial interests in the Trust in exchange
for their interests in the Related Trust equal to their respective beneficial
interests in the Related Trust and the "Outstanding" (as defined in the Related
Pass Through Trust Agreement) pass through certificates representing fractional
undivided interests in the Related Trust shall be deemed for all purposes of
this Agreement and the Related Pass Through Trust Agreement, without further
signature or action of any party or Certificateholder, to be Certificates
representing the same Fractional Undivided Interests in the Trust and the Trust
Property. By acceptance of its Certificate, each Certificateholder consents to
and ratifies such assignment, transfer and delivery of the trust property of the
Related Trust to the Trustee upon the execution and delivery of the Assignment
and Assumption Agreement.

                Section 2.02. Acceptance by the Trustee. The Trustee, upon the
execution and delivery of the Assignment and Assumption Agreement, acknowledges
its acceptance of all right, title and interest in and to the Trust Property and
declares that the Trustee holds and will hold such right, title and interest for
the benefit of all then present and future Certificateholders, upon the trusts
herein set forth. Subject to Section 7.14, the Trustee shall take all actions
reasonably necessary to maintain the registration of all such Equipment Notes in
the name of the Subordination Agent. By the acceptance of each Certificate
issued to it under the Related Pass Through Trust Agreement and deemed issued
under this Agreement, each holder of any such Certificate as grantor of the
Trust thereby joins in the creation and declaration of the Trust.

                Section 2.03. Limitation of Powers. The Trust is constituted
solely for the purpose of making the investment in the Equipment Notes, and,
except as set forth herein, the Trustee shall not be authorized or empowered to
acquire any other investments or engage in any other activities including
without limitation purchasing any Equipment Note issued in connection with the
redemption of outstanding Equipment Notes under any Indenture and, in
particular, the Trustee shall not be authorized or empowered to do anything that
would cause such Trust to fail to qualify as a "grantor trust" for federal
income tax purposes (including as subject to this restriction, acquiring any
Aircraft (as defined in the respective Indentures) by bidding such Equipment
Notes or otherwise, or taking any action with respect to any such Aircraft once
acquired).
   22
                                      -17-

                                   ARTICLE III

                                THE CERTIFICATES

                Section 3.01. Title, Form, Denomination and Execution of
Certificates. (a) The Initial Certificates constituting Certificates shall be
known as the "7.10% Initial Pass Through Certificates, Series 2001-1G-S" and the
Exchange Certificates constituting Certificates shall be known as the "7.10%
Exchange Pass Through Certificates, Series 2001-1G-S", in each case, of the
Trust. Each Certificate will represent a fractional undivided interest in the
Trust and shall be substantially in the form set forth as Exhibit A to the
Related Pass Through Trust Agreement, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
the Related Pass Through Trust Agreement or this Agreement, as the case may be,
or as the Trustee may deem appropriate to reflect the fact that the Certificates
are being issued hereunder as opposed to the Related Pass Through Trust
Agreement, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Trustee or the officers executing such Certificates, as
evidenced by the Trustee's or officer's execution of the Certificates (provided
that such letters, numbers or other marks of identification and such legends or
endorsements are in a form acceptable to the Company). At the Escrow Agent's
request under the Escrow Agreement, the Trustee shall affix the corresponding
Escrow Receipt to any Certificate issued hereunder. Any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
Certificate shall be permitted unless the corresponding Escrow Receipt is
attached thereto and also is so transferred or exchanged. By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.

                (b) The Initial Certificates shall be issued only in fully
registered form without coupons and only in denominations of $100,000 or
integral multiples of $1,000 in excess thereof, except that one Certificate may
be issued in a different denomination. The Exchange Certificates will be issued
in denominations of $1,000 or integral multiples thereof, except that one
Certificate may be issued in a different denomination. Each Certificate shall be
dated the date of its authentication. The aggregate Fractional Undivided
Interest of Certificates shall not at any time exceed $325,143,000.

                (c) The Initial Certificates offered and sold in reliance on
Rule 144A shall be in the form of one or more Global Certificates substantially
in the form of Exhibit A to the Related Pass Through Trust Agreement with such
applicable legends as are provided for in Section 3.02 (each a "Restricted
Global Certificate"). Such Restricted Global Certificates shall be in registered
form and be registered in the name of a nominee of DTC and deposited with the
Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate
principal amount of any Restricted Global Certificate may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for DTC for such Restricted Global Certificate, as provided in Section
3.06 hereof, which adjustments shall be conclusive as to the aggregate principal
amount of any such Global Certificate.
   23
                                      -18-

                (d) The Initial Certificates offered and sold outside the United
States in reliance on Regulation S shall be in the form of one or more global
Certificates substantially in the form of Exhibit A to the Related Pass Through
Trust Agreement (each a "Regulation S Global Certificate"). Such Regulation S
Global Certificates shall be in registered form and be registered in the name of
a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office,
as custodian for DTC, for credit initially and during the Restricted Period
(hereinafter defined) to the respective accounts of beneficial owners of such
Certificates (or to such other accounts as they may direct) at Morgan Guaranty
Trust Company of New York, Brussels office, as operator of Euroclear or
Clearstream. As used herein, the term "Restricted Period", with respect to the
Regulation S Global Certificates offered and sold in reliance on Regulation S,
means the period of 40 consecutive days beginning on and including the later of
(i) the day on which the "Certificates" (as defined in the Related Pass Through
Trust Agreement are first offered to persons other than distributors (as defined
in Regulation S) in reliance on Regulation S and (ii) the date of the closing of
the offering under the Certificate Purchase Agreement. The aggregate principal
amount of any Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
DTC for such Global Certificate, as provided in Section 3.06 hereof, which
adjustments shall be conclusive as to the aggregate principal amount of any such
Global Certificate. The Restricted Global Certificate and Regulation S Global
Certificate are sometimes collectively referred to herein as the "Global
Certificates".

                (e) Initial Certificates offered and sold to any Institutional
Accredited Investor which is not a QIB in a transaction exempt from registration
under the Securities Act (and other than as described in Section 3.01(d)) shall
be substantially in the form of Exhibit A to the Related Pass Through Trust
Agreement in definitive, fully registered form without interest coupons with
such applicable legends as are provided for in Section 3.02 (the "Restricted
Definitive Certificates"). Certificates issued pursuant to Section 3.05(b) in
exchange for interests in a Regulation S Global Certificate shall be issued in
definitive, fully registered form without interest coupons (the "Regulation S
Definitive Certificates"). The Restricted Definitive Certificates and the
Regulation S Definitive Certificates are sometimes collectively referred to
herein as the "Definitive Certificates".

                (f) The Exchange Certificates exchanged for Initial Certificates
under the Related Pass Through Trust Agreement shall be in the form of one or
more global Certificates substantially in the form of Exhibit A thereto (each, a
"Global Exchange Certificate"). Exchange Certificates issued under this Trust
shall be in the form of one or more global certificates substantially in the
form of Exhibit A to the Related Pass Through Trust Agreement except that (i)
the Restricted Legend (hereinafter defined) shall be omitted and (ii) such
Exchange Certificates shall contain such appropriate insertions, omissions,
substitutions and other variations from the form set forth in Exhibit A to the
Related Pass Through Trust Agreement relating to the nature of the Exchange
Certificates or to reflect the fact that the Certificates are being issued
hereunder as opposed to the Related Pass Through Trust Agreement, as the
Responsible Officer of the Trustee executing such Exchange Certificates on
behalf of the Trust may determine, as evidenced by such officer's execution on
behalf of the Trust of such Exchange Certificates. Such Global Exchange
Certificates shall be in registered form and be registered in the name of DTC
and deposited with the Trustee, at its Corporate Trust Office, as custodian for
DTC. The aggregate principal amount of any Global Exchange
   24
                                      -19-

Certificate may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for DTC for such Global Exchange
Certificate, which adjustments shall be conclusive as to the aggregate principal
amount of any such Global Exchange Certificate. Subject to clause (i) and (ii)
of the second sentence of this Section 3.01(f), the terms hereof applicable to
Restricted Global Certificates and/or Global Certificates shall apply to the
Global Exchange Certificates, mutatis mutandis.

                (g) The Definitive Certificates shall be in registered form and
shall be typed, printed, lithographed or engraved or produced by any combination
of these methods or may be produced in any other manner, all as determined by
the officers executing such Certificates, as evidenced by their execution of
such Certificates.

                Section 3.02. Restrictive Legends. All Initial Certificates
issued for resale pursuant to Rule 144A or offered and sold to any Institutional
Accredited Investor which is not a QIB (including any Global Certificate issued
upon registration of transfer, in exchange for or in lieu of such Certificates)
shall be "Restricted Certificates" and shall bear a legend to the following
effect (the "Restricted Legend") unless the Company and the Trustee determine
otherwise consistent with applicable law:

               THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S.
               SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
               ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
               OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS
               SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
               THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
               INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
               SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR"
               (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
               UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
               INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
               CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
               REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL
               NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF
               THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS
               HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE
               OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS
               CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A
               QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
               THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
               TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
               (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
               144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN
               EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND
               (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS
               CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS
               CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
               OF THIS LEGEND. IN CONNECTION WITH
   25
                                      -20-

               ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER
               OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON
               WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC.,
               THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER
               MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
               RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
               CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
               TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
               GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS
               THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE
               TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN
               VIOLATION OF THE FOREGOING RESTRICTIONS.

                Each Global Certificate shall bear the following legend on the
face thereof:

               UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
               REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
               CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION
               OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
               EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE &
               CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
               REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
               CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
               REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
               FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
               AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
               HEREIN.

               TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO
               TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
               SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
               PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
               MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS
               3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO
               HEREIN.


                Section 3.03. Authentication of Certificates. (a) No Certificate
shall be entitled to any benefit under this Agreement or be valid or obligatory
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of one of its authorized signatories, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder.

                (b) Certificates bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Trustee shall be valid and binding obligations of the
Trust notwithstanding that such individual has
   26
                                      -21-

ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such office on the date of such Certificates.

                Section 3.04. Transfer and Exchange. The Trustee shall cause to
be kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") of the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of such Certificates and of transfers and
exchanges of such Certificates as herein provided. The Trustee shall initially
be the registrar (the "Registrar") for the purpose of registering such
Certificates and transfers and exchanges of such Certificates as herein
provided. The Company, upon notice to the Trustee, may change the Registrar at
any time.

                All Certificates issued upon any registration of transfer or
exchange of Certificates shall be valid obligations of the Trust, evidencing the
same interest therein, and entitled to the same benefits under this Agreement,
as the Certificates surrendered upon such registration of transfer or exchange.

                A Certificateholder may transfer a Certificate, or request that
a Certificate be exchanged for Certificates in an aggregate Fractional Undivided
Interest equal to the Fractional Undivided Interest of such Certificate
surrendered for exchange of other authorized denominations, by surrender of such
Certificate to the Trustee with the form of transfer notice thereon duly
completed and executed, and otherwise complying with the terms of this
Agreement, including providing evidence of compliance with any restrictions on
transfer, in form satisfactory to the Trustee and the Registrar; provided that
no exchanges of Initial Certificates for Exchange Certificates shall occur until
an Exchange Offer Registration Statement shall have been declared effective by
the SEC (notice of which shall be provided to the Trustee by the Company). No
such transfer shall be effected until, and such transferee shall succeed to the
rights of a Certificateholder only upon, final acceptance and registration of
the transfer by the Registrar in the Register. Prior to the registration of any
transfer by a Certificateholder as provided herein, the Trustee shall treat the
person in whose name the Certificate is registered as the owner thereof for all
purposes, and the Trustee shall not be affected by notice to the contrary.
Furthermore, DTC shall, by acceptance of a Global Certificate, agree that
transfers of beneficial interests in such Global Certificate may be effected
only through a book-entry system maintained by DTC (or its agent), and that
ownership of a beneficial interest in the Certificate shall be required to be
reflected in book-entry. When Certificates are presented to the Registrar with a
request to register the transfer thereof or to exchange them for other
authorized denominations of a Certificate in a Fractional Undivided Interest
equal to the aggregate Fractional Undivided Interest of Certificates surrendered
for exchange, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met.

                To permit registrations of transfers and exchanges in accordance
with the terms, conditions and restrictions hereof, the Trustee shall execute
and authenticate Certificates at the Registrar's request. No service charge
shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates. All Certificates
surrendered for registration of transfer or exchange shall be canceled and
subsequently destroyed by the Trustee.
   27
                                      -22-

                Section 3.05. Book-Entry Provisions for Restricted Global
Certificates and Regulation S Global Certificates. (a) Members of, or
participants in, DTC ("Agent Members") shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the
Trustee as its custodian, and DTC may be treated by the Trustee and any agent of
the Trustee as the absolute owner of such Global Certificate for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trustee or any agent of the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or shall impair, as
between DTC and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Certificate. Upon the
issuance of any Global Certificate, the Registrar or its duly appointed agent
shall record DTC as the registered holder of such Global Certificate.

                (b) Transfers of any Global Certificate shall be limited to
transfers of such Restricted Global Certificate or Regulation S Global
Certificate in whole, but not in part, to DTC. Beneficial interests in the
Restricted Global Certificate and any Regulation S Global Certificate may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 3.06. Beneficial interests in a Restricted Global
Certificate or a Regulation S Global Certificate shall be (or, under the Related
Pass Through Trust Agreement, may have been) delivered to all beneficial owners
thereof in the form of Restricted Definitive Certificates or Regulation S
Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee
that it is unwilling or unable to continue as depositary for such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, and a
successor depositary is not appointed by the Trustee within 90 days of such
notice, and (ii) after the occurrence and during the continuance of an Event of
Default, owners of beneficial interests in a Global Certificate with Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust advise the Trustee, the Company and DTC through Agent Members in writing
that the continuation of a book-entry system through DTC or its successor is no
longer in their best interests.

                (c) Any beneficial interest in one of the Global Certificates
that is transferred to a Person who takes delivery in the form of an interest in
another Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in the other Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.

                (d) In connection with the transfer of an entire Restricted
Global Certificate or an entire Regulation S Global Certificate to the
beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such
Restricted Global Certificate or Regulation S Global Certificate, as the case
may be, shall be deemed to be surrendered to the Trustee for cancellation, and
the Trustee shall execute, authenticate and deliver, to each beneficial owner
identified by DTC in exchange for its beneficial interest in such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, an
equal aggregate principal amount of Restricted Definitive Certificates or
Regulation S Definitive Certificates, as the case may be, of authorized
denominations. None of the Company, the Registrar, the Paying Agent nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such registration
instructions. Upon the issuance of Definitive Certificates, the Trustee shall
   28
                                      -23-

recognize the Person in whose name the Definitive Certificates are registered in
the Register as Certificateholders hereunder. Neither the Company nor the
Trustee shall be liable if the Trustee or the Company is unable to locate a
qualified successor clearing agency.

                (e) Any Definitive Certificate delivered in exchange for an
interest in the Restricted Global Certificate pursuant to paragraph (b) of this
Section 3.05 shall, except as otherwise provided by paragraph (e) of Section
3.06, bear the Restricted Legend.

                (f) Prior to the expiration of the Restricted Period, any
Regulation S Definitive Certificate delivered in exchange for an interest in a
Regulation S Global Certificate pursuant to paragraph (b) of this Section shall
bear the Restricted Legend.

                (g) The registered holder of any Restricted Global Certificate
or Regulation S Global Certificate may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Agreement or the Certificates.

                Section 3.06. Special Transfer Provisions. Unless and until (i)
an Initial Certificate is sold under an effective Shelf Registration Statement,
or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant
to an effective Exchange Offer Registration Statement, in each case pursuant to
the terms of the Registration Rights Agreement, the following provisions shall
apply to such Initial Certificates:

                (a) Transfers to Non-QIB Institutional Accredited Investors. The
        following provisions shall apply with respect to the registration of any
        proposed transfer of a Certificate to any Institutional Accredited
        Investor which is neither a QIB nor a Non-U.S. Person:

                                (i) The Registrar shall register the transfer of
                any Certificate, whether or not bearing the Restricted Legend,
                only if (x) the requested transfer is at least two years after
                the later of the original issue date of the Certificates and the
                last date on which such Certificate was held by the Company, the
                Trustee or any affiliate of any of such Persons or (y) the
                proposed transferor is an Initial Purchaser who is transferring
                Certificates purchased under the Certificates Purchase Agreement
                and the proposed transferee has delivered to the Registrar a
                letter substantially in the form of Exhibit B hereto and the
                aggregate principal amount of the Certificates being transferred
                is at least $100,000. Except as provided in the foregoing clause
                (y), the Registrar shall not register the transfer of any
                Certificate to any Institutional Accredited Investor which is
                neither a QIB nor a Non-U.S. Person.

                                (ii) If the proposed transferor is an Agent
                Member holding a beneficial interest in a Restricted Global
                Certificate, upon receipt by the Registrar of (x) the documents,
                if any, required by paragraph (i) and (y) instructions given in
                accordance with DTC's and the Registrar's procedures, the
                Registrar shall reflect on its books and records the date of the
                transfer and a decrease in the principal amount of such
                Restricted Global Certificate in an amount equal to the
   29
                                      -24-

                principal amount of the beneficial interest in such Restricted
                Global Certificate to be transferred, and the Trustee shall
                execute, authenticate and deliver to the transferor or at its
                direction, one or more Restricted Definitive Certificates of
                like tenor and amount.

                (b) Transfers to QIBs. The following provisions shall apply with
        respect to the registration of any proposed transfer of an Initial
        Certificate to a QIB (excluding Non-U.S. Persons):

                              (i) If the Certificate to be transferred consists
               of Restricted Definitive Certificates, or of an interest in any
               Regulation S Global Certificate during the Restricted Period, the
               Registrar shall register the transfer if such transfer is being
               made by a proposed transferor who has checked the box provided
               for on the form of Initial Certificate stating, or has otherwise
               advised the Trustee and the Registrar in writing, that the sale
               has been made in compliance with the provisions of Rule 144A to a
               transferee who has signed the certification provided for on the
               form of Initial Certificate stating, or has otherwise advised the
               Trustee and the Registrar in writing, that it is purchasing the
               Initial Certificate for its own account or an account with
               respect to which it exercises sole investment discretion and that
               it, or the Person on whose behalf it is acting with respect to
               any such account, is a QIB within the meaning of Rule 144A, and
               is aware that the sale to it is being made in reliance on Rule
               144A and acknowledges that it has received such information
               regarding the Trust and/or the Company as it has requested
               pursuant to Rule 144A or has determined not to request such
               information and that it is aware that the transferor is relying
               upon its foregoing representations in order to claim the
               exemption from registration provided by Rule 144A.

                              (ii) Upon receipt by the Registrar of the
               documents required by clause (i) above and instructions given in
               accordance with DTC's and the Registrar's procedures therefor,
               the Registrar shall reflect on its books and records the date of
               such transfer and an increase in the principal amount of a
               Restricted Global Certificate in an amount equal to the principal
               amount of the Restricted Definitive Certificates or interests in
               such Regulation S Global Certificate, as the case may be, being
               transferred, and the Trustee shall cancel such Definitive
               Certificates or decrease the amount of such Regulation S Global
               Certificate so transferred.

                (c) Transfers of Interests in the Regulation S Global
        Certificate or Regulation S Definitive Certificates. After the
        expiration of the Restricted Period, the Registrar shall register any
        transfer of interests in any Regulation S Global Certificate or
        Regulation S Definitive Certificates without requiring any additional
        certification. Until the expiration of the Restricted Period, interests
        in the Regulation S Global Certificate may only be held through Agent
        Members acting for and on behalf of Euroclear and Clearstream.

                (d) Transfers to Non-U.S. Persons at Any Time. The following
        provisions shall apply with respect to any registration of any transfer
        of an Initial Certificate to a Non-U.S. Person:
   30
                                      -25-

                                (i) Prior to the expiration of the Restricted
                Period, the Registrar shall register any proposed transfer of an
                Initial Certificate to a Non-U.S. Person upon receipt of a
                certificate substantially in the form set forth as Exhibit A
                hereto from the proposed transferor.

                                (ii) After the expiration of the Restricted
                Period, the Registrar shall register any proposed transfer to
                any Non-U.S. Person if the Certificate to be transferred is a
                Restricted Definitive Certificate or an interest in a Restricted
                Global Certificate, upon receipt of a certificate substantially
                in the form of Exhibit A from the proposed transferor. The
                Registrar shall promptly send a copy of such certificate to the
                Company.

                                (iii) Upon receipt by the Registrar of (x) the
                documents, if any, required by clause (ii) and (y) instructions
                in accordance with DTC's and the Registrar's procedures, the
                Registrar shall reflect on its books and records the date of
                such transfer and a decrease in the principal amount of such
                Restricted Global Certificate in an amount equal to the
                principal amount of the beneficial interest in such Restricted
                Global Certificate to be transferred, and, upon receipt by the
                Registrar of instructions given in accordance with DTC's and the
                Registrar's procedures, the Registrar shall reflect on its books
                and records the date and an increase in the principal amount of
                the Regulation S Global Certificate in an amount equal to the
                principal amount of the Restricted Definitive Certificate or the
                Restricted Global Certificate, as the case may be, to be
                transferred, and the Trustee shall cancel the Definitive
                Certificate, if any, so transferred or decrease the amount of
                such Restricted Global Certificate.

                (e) Restricted Legend. Upon the transfer, exchange or
        replacement of Certificates not bearing the Restricted Legend, the
        Registrar shall deliver Certificates that do not bear the Restricted
        Legend. Upon the transfer, exchange or replacement of Certificates
        bearing the Restricted Legend, the Registrar shall deliver only
        Certificates that bear the Restricted Legend unless either (i) the
        circumstances contemplated by paragraph (d)(ii) of this Section 3.06
        exist or (ii) there is delivered to the Registrar an Opinion of Counsel
        to the effect that neither such legend nor the related restrictions on
        transfer are required in order to maintain compliance with the
        provisions of the Securities Act.

                (f) General. By acceptance of any Certificate bearing the
        Restricted Legend, each Holder of such a Certificate acknowledges the
        restrictions on transfer of such Certificate set forth in this Agreement
        and agrees that it will transfer such Certificate only as provided in
        this Agreement. The Registrar shall not register a transfer of any
        Certificate unless such transfer complies with the restrictions on
        transfer, if any, of such Certificate set forth in this Agreement. In
        connection with any transfer of Certificates, each Certificateholder
        agrees by its acceptance of the Certificates to furnish the Registrar or
        the Trustee such certifications, legal opinions or other information as
        either of them may reasonably require to confirm that such transfer is
        being made pursuant to an exemption from, or a transaction not subject
        to, the registration requirements of the Securities Act and in
        accordance with the terms and provisions of this Article III;
   31
                                      -26-

        provided that the Registrar shall not be required to determine
        the sufficiency of any such certifications, legal opinions or
        other information.


                Until such time as no Certificates remain Outstanding, the
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.05 or this Section 3.06. The
Trustee, if not the Registrar at such time, shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.

                Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Registrar or the
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Registrar and the
Trustee such security, indemnity or bond, as may be required by them to save
each of them harmless, then, in the absence of notice to the Registrar or the
Trustee that such destroyed, lost or stolen Certificate has been acquired by a
protected purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest and bearing a number not contemporaneously outstanding.

                In connection with the issuance of any new Certificate under
this Section 3.07, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Registrar) connected therewith.

                Any duplicate Certificate issued pursuant to this Section 3.07
shall constitute conclusive evidence of the appropriate Fractional Undivided
Interest in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

                The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates.

                Section 3.08. Persons Deemed Owners. Prior to due presentment of
a Certificate for registration of transfer, the Trustee, the Registrar and any
Paying Agent may treat the Person in whose name any Certificate is registered
(as of the day of determination) as the owner of such Certificate for the
purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

                Section 3.09. Cancellation. All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to the Trustee or any
agent of the Trustee other than the Registrar, be delivered to the Registrar for
cancellation and shall promptly be canceled by it. No Certificates shall be
authenticated in lieu of or in exchange for any Certificates canceled as
provided in this Section, except as expressly permitted by this Agreement. All
canceled
   32
                                      -27-

Certificates held by the Registrar shall be destroyed and a certification of
their destruction delivered to the Trustee.

                Section 3.10. Temporary Certificates. Until definitive
Certificates are ready for delivery, the Trustee shall authenticate temporary
Certificates. Temporary Certificates shall be substantially in the form of
definitive Certificates but may have insertions, substitutions, omissions and
other variations determined to be appropriate by the officers executing the
temporary Certificates, as evidenced by their execution of such temporary
Certificates. If temporary Certificates are issued, the Trustee will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee designated for such purpose
pursuant to Section 7.12, without charge to the Certificateholder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall execute, authenticate and deliver in exchange therefor a like face
amount of definitive Certificates of authorized denominations. Until so
exchanged, the temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates.

                Section 3.11. Limitation of Liability for Payments. All payments
and distributions made to Certificateholders in respect of the Certificates
shall be made only from the Trust Property and only to the extent that the
Trustee shall have sufficient income or proceeds from the Trust Property to make
such payments in accordance with the terms of Article IV of this Agreement. Each
Certificateholder, by its acceptance of a Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property for any payment or
distribution due to such Certificateholder pursuant to the terms of this
Agreement and that it will not have any recourse to the Company, the Trustee,
the Loan Trustees, the Liquidity Provider, the Policy Provider, the Owner
Trustees or the Owner Participants, except as otherwise expressly provided
herein or in the Intercreditor Agreement.

                The Company is a party to this Agreement solely for purposes of
meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder (except as otherwise expressly
provided herein).

                Section 3.12 ERISA Restrictive Legend. All Certificates issued
pursuant to this Agreement shall bear a legend to the following effect (the
"ERISA Legend") unless the Company and the Trustee determine otherwise
consistent with applicable law:

"BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE
AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR
MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS
THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."
   33
                                      -28-

                By acceptance of any Certificate bearing the ERISA Legend, each
Holder of such a Certificate acknowledges the restrictions on transfer of such
Certificate set forth in this Agreement and agrees that it will transfer such
Certificate only as provided in this Agreement. The Trustee shall not register a
transfer of any Certificate unless such transfer complies with the restrictions
on transfer, if any, of such Certificate set forth in such legend.

                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

                Section 4.01. Certificate Account and Special Payments Account.
(a) The Trustee shall maintain on behalf of the Certificateholders a Certificate
Account as one or more non-interest-bearing accounts. The Trustee shall hold the
Certificate Account in trust for the benefit of the Certificateholders, and
shall make or permit withdrawals therefrom only as provided in this Agreement.
On each day when a Scheduled Payment is made to the Trustee under the
Intercreditor Agreement, the Trustee upon receipt thereof shall immediately
deposit the aggregate amount of such Scheduled Payment in the Certificate
Account.

                (b) The Trustee shall maintain on behalf of the
Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest bearing except as provided in Section 4.04. The Trustee
shall hold the Special Payments Account in trust for the benefit of the
Certificateholders and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when one or more Special Payments are
made to the Trustee under the Intercreditor Agreement and upon the payment of
the Special Redemption Premium to the Trustee under the Note Purchase Agreement,
the Trustee, upon receipt thereof, shall immediately deposit the aggregate
amount of such Special Payments in the Special Payments Account.

                (c) The Trustee shall cause the Subordination Agent to present
to the related Loan Trustee of each Equipment Note such Equipment Note on the
date of its stated final maturity or, in the case of any Equipment Note which is
to be redeemed in whole pursuant to the related Indenture, on the applicable
redemption date under such Indenture.

                Section 4.02. Distributions from Certificate Account and Special
Payments Account. (a) On each Regular Distribution Date or as soon thereafter as
the Trustee has confirmed receipt of the payment of all or any part of the
Scheduled Payments due on such date, the Trustee shall distribute out of the
Certificate Account the entire amount deposited therein pursuant to Section
4.01(a). There shall be so distributed to each Certificateholder of record on
the Record Date with respect to such Regular Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check mailed to
such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the
Certificate Account, except that, with respect to Certificates registered on the
Record Date in the
   34
                                      -29-

name of DTC, such distribution shall be made by wire transfer in immediately
available funds to the account designated by DTC.

                (b) On each Special Distribution Date with respect to any
Special Payment or as soon thereafter as the Trustee has confirmed receipt of
any Special Payments due on the Equipment Notes held in the related Trust or
realized upon the sale of such Equipment Notes or receipt of the Special
Redemption Premium, the Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the Special
Payments Account on account of such Special Payment, except that, with respect
to Certificates registered on the Record Date in the name of DTC, such
distribution shall be made by wire transfer in immediately available funds to
the account designated by DTC.

                (c) The Trustee shall cause notice of each Special Payment to be
mailed to each Certificateholder at his address as it appears in the Register.
In the event of redemption or purchase of Equipment Notes held in the Trust,
such notice shall be mailed not less than 20 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase. In the event of the payment of a Special Redemption Premium by the
Company to the Trustee under the Note Purchase Agreement, such notice shall be
mailed, together with the notice by the Escrow Paying Agent under Section 2.06
of the Escrow Agreement, not less than 20 days prior to the Special Distribution
Date for such amount, which Special Distribution Date shall be the Final
Withdrawal Date. In the case of distributions pursuant to Section 3.7(c) or
Section 3.7(e) of the Intercreditor Agreement, the Trustee will mail notice to
the Certificateholders stating the Special Distribution Date, the related Record
Date, the amount of such distribution and the reason for such distribution. In
the case of any other Special Payments, such notice shall be mailed as soon as
practicable after the Trustee has confirmed that it has received funds for such
Special Payment, stating the Special Distribution Date for such Special Payment
which shall occur not less than 20 days after the date of such notice and as
soon as practicable thereafter. Notices mailed by the Trustee shall set forth:

                (i) the Special Distribution Date and the Record Date therefor
        (except as otherwise provided in Section 11.01),

                (ii) the amount of the Special Payment for each $1,000 face
        amount Certificate and the amount thereof constituting principal,
        premium, if any, and interest,

                (iii) the reason for the Special Payment, and

                (iv) if the Special Distribution Date is the same date as a
        Regular Distribution Date, the total amount to be received on such date
        for each $1,000 face amount Certificate.
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                                      -30-

If the amount of (i) premium, if any, payable upon the redemption or purchase of
an Equipment Note or (ii) the Special Redemption Premium, if any, has not been
calculated at the time that the Trustee mails notice of a Special Payment, it
shall be sufficient if the notice sets forth the other amounts to be distributed
and states that any premium received will also be distributed.

                If any redemption of the Equipment Notes held in the Trust is
canceled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

                Section 4.03. Statements to Certificateholders. (a) On each
Distribution Date, the Trustee will include with each distribution to
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below (in the case of a
Special Payment, including any Special Redemption Premium, reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Certificate as to (ii),
(iii), (iv) and (v) below) the following information:

                (i) the aggregate amount of funds distributed on such
        Distribution Date hereunder and under the Escrow Agreement, indicating
        the amount allocable to each source;

                (ii) the amount of such distribution hereunder allocable to
        principal and the amount allocable to premium (including the Special
        Redemption Premium), if any;

                (iii) the amount of such distribution hereunder allocable to
        interest; and

                (iv) the amount of such distribution under the Escrow Agreement
        allocable to interest;

                (v) the amount of such distribution under the Escrow Agreement
        allocable to Deposits; and

                (vi) the Pool Balance and the Pool Factor.


                With respect to the Certificates registered in the name of DTC,
on the Record Date prior to each Distribution Date, the Trustee will request
that DTC post on its internet bulletin board a securities position listing
setting forth the names of all Agent Members reflected on DTC's books as holding
interests in the Certificates on such Record Date.

                (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the Trustee
shall furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
above for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for such
portion of such year, and such other items as are readily available to the
Trustee and which a Certificateholder shall reasonably request as necessary for
the purpose of such Certificateholder's preparation of its federal income tax
returns. Such statement and such other items shall be prepared on the basis of
information supplied to the Trustee by the Agent Members and shall be delivered
by the Trustee to such Agent Members to be available for
   36
                                      -31-

forwarding by such Agent Members to the holders of interests in the Certificates
in the manner described in Section 4.03(a).

                (c) Promptly following (i) the Transfer Date, if there has been
any change in the information set forth in clauses (x), (y) and (z) below from
that set forth in pages 56 of the Offering Circular, and (ii) any early
redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Equipment Notes held in the Trust, or any
Final Withdrawal, the Trustee shall furnish to Certificateholders of record on
such date a statement setting forth (x) the expected Pool Balances for each
subsequent Regular Distribution Date following the Delivery Period Termination
Date, (y) the related Pool Factors for such Regular Distribution Dates and (z)
the expected principal distribution schedule of the Equipment Notes, in the
aggregate, held as Trust Property at the date of such notice. With respect to
the Certificates registered in the name of DTC, on the Transfer Date, the
Trustee will request from DTC a securities position listing setting forth the
names of all Agent Members reflected on DTC's books as holding interests in the
"Certificates" (as defined in the Related Pass Through Trust Agreement) on the
Delivery Period Termination Date. The Trustee will mail to each such Agent
Member the statement described above and will make available additional copies
as requested by such Agent Member for forwarding to holders of interests in the
Certificates.

                Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested in Permitted Investments by the Trustee pending
distribution of such Special Payment pursuant to Section 4.02. Any investment
made pursuant to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be used to
make the payment required under Section 4.02 on the applicable Special
Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The Trustee shall have no liability with respect to any
investment made pursuant to this Section 4.04, other than by reason of the
willful misconduct or negligence of the Trustee. All income and earnings from
such investments shall be distributed on such Special Distribution Date as part
of such Special Payment.

                                    ARTICLE V

                                   THE COMPANY

                Section 5.01. Maintenance of Corporate Existence. The Company,
at its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, except as
permitted by Section 5.02.

                Section 5.02. Consolidation, Merger, Etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

                (a) the corporation formed by such consolidation or into which
        the Company is merged or the Person that acquires by conveyance,
        transfer or lease substantially all of the assets of the Company as an
        entirety shall be (i) organized and validly existing under the laws of
        the United States of America or any state thereof or the District of
        Columbia,
   37
                                      -32-

        (ii) a "citizen of the United States" as defined in 49 U.S.C.
        40102(a)(15), as amended, and (iii) a United States certificated air
        carrier, if and so long as such status is a condition of entitlement to
        the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as
        amended (11 U.S.C. Section 1110);

                (b) the corporation formed by such consolidation or into which
        the Company is merged or the Person which acquires by conveyance,
        transfer or lease substantially all of the assets of the Company as an
        entirety shall execute and deliver to the Trustee a duly authorized,
        valid, binding and enforceable agreement in form and substance
        reasonably satisfactory to the Trustee containing an assumption by such
        successor corporation or Person of the due and punctual performance and
        observance of each covenant and condition of this Agreement, the Other
        Pass Through Trust Agreements and each Financing Document to be
        performed or observed by the Company; and

                (c) the Company shall have delivered to the Trustee an Officer's
        Certificate of the Company reasonably satisfactory to the Trustee,
        stating that such consolidation, merger, conveyance, transfer or lease
        and the assumption agreement mentioned in clause (b) above comply with
        this Section 5.02 and that all conditions precedent herein provided for
        relating to such transaction have been complied with.

                Upon any consolidation or merger, or any conveyance, transfer or
lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor corporation or Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Agreement with
the same effect as if such successor corporation or Person had been named as the
Company herein. No such conveyance, transfer or lease of substantially all of
the assets of the Company as an entirety shall have the effect of releasing any
successor corporation or Person which shall have become such in the manner
prescribed in this Section 5.02 from its liability in respect of this Agreement
and any Financing Document to which it is a party.

                                   ARTICLE VI

                                     DEFAULT

                Section 6.01. Events of Default. (a) Exercise of Remedies. Upon
the occurrence and during the continuation of any Indenture Default under any
Indenture, with ten days' written notice to the Trustee and each
Certificateholder, the Trustee may, to the extent it is the Controlling Party at
such time (as determined pursuant to the Intercreditor Agreement), direct the
exercise of remedies as provided in the Intercreditor Agreement.

                (b) Purchase Rights of Certificateholders. By acceptance of its
        Certificate, each Certificateholder agrees that at any time within 180
        days after the occurrence and during the continuation of a Triggering
        Event,

                (i) each Class C Certificateholder shall have the right to
        purchase all, but not less than all, of the Certificates upon ten days'
        written notice to the Trustee and each other
   38
                                      -33-

        Class C Certificateholder, provided that (A) if prior to the end
        of such ten-day period any other Class C Certificateholder notifies such
        purchasing Class C Certificateholder that such other Class C
        Certificateholder wants to participate in such purchase, then such other
        Class C Certificateholder may join with the purchasing Class C
        Certificateholder to purchase all, but not less than all, of the
        Certificates pro rata based on the Fractional Undivided Interest in the
        Class C Trust held by each such Class C Certificateholder and (B) if
        prior to the end of such ten-day period any other Class C
        Certificateholder fails to notify the purchasing Class C
        Certificateholder of such other Class C Certificateholder's desire to
        participate in such a purchase, then such other Class C
        Certificateholder shall lose its right to purchase the Certificates
        pursuant to this Section 6.01(b);

                (ii) each Class D Certificateholder shall have the right (which
        shall not expire upon any purchase of the Certificates pursuant to
        clause (i) above) to purchase all, but not less than all, of the
        Certificates and the Class C Certificates upon ten days' written notice
        to the Trustee, the Class C Trustee and each other Class D
        Certificateholder, provided that (A) if prior to the end of such ten-day
        period any other Class D Certificateholder notifies such purchasing
        Class D Certificateholder that such other Class D Certificateholder
        wants to participate in such purchase, then such other Class D
        Certificateholder may join with the purchasing Class D Certificateholder
        to purchase all, but not less than all, of the Certificates and the
        Class C Certificates pro rata based on the Fractional Undivided Interest
        in the Class D Trust, taken as a whole, held by each such Class D
        Certificateholder and (B) if prior to the end of such ten-day period any
        other Class D Certificateholder fails to notify the purchasing Class D
        Certificateholder of such other Class D Certificateholder's desire to
        participate in such a purchase, then such other Class D
        Certificateholder shall lose its right to purchase the Certificates
        pursuant to this Section 6.01(b); and

                (iii) whether or not any Class C Certificateholders or Class D
        Certificateholders exercise their right to purchase pursuant to clause
        (i) or (ii) above, the Policy Provider, if it is then the Controlling
        Party and 180 days have elapsed since the occurrence of a Triggering
        Event that is continuing, shall have the right (except in the event of a
        Policy Provider Default) to purchase all, but not less than all, of the
        Certificates upon ten days' written notice to the Trustee and the
        Certificateholders.

                The purchase price with respect to the Certificates shall be
equal to the Pool Balance of the Certificates, together with accrued and unpaid
interest thereon to the date of such purchase, without premium, but including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of the
Escrow Agreement relating to the distribution of unused Deposits and accrued and
unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under the
Escrow Agreement (which deducted amounts shall remain distributable to, and may
be retained by, the Certificateholder as of such Record Date) and (ii) if such
purchase occurs after a Record Date, such purchase price shall be reduced by the
amount to be distributed hereunder on the related Distribution Date (which
deducted amounts shall remain distributable to, and may be retained by, the
Certificateholder as of such Record Date); provided, further, that no such
purchase of Certificates shall be effective unless the purchaser(s) shall
certify to the
   39
                                      -34-

Trustee that contemporaneously with such purchase, such purchaser(s) is
purchasing, pursuant to the terms of this Agreement and the Other Pass Through
Trust Agreements, the Certificates, the Class C Certificates and the Class D
Certificates which are senior to the securities held by such purchaser(s). Each
payment of the purchase price of the Certificates referred to in the first
sentence hereof shall be made to an account or accounts designated by the
Trustee and each such purchase shall be subject to the terms of this Section
6.01(b). Each Certificateholder agrees by its acceptance of its Certificate that
it will, subject to Section 3.04 hereof, upon payment from such Class C
Certificateholder(s) or Class D Certificateholder(s), as the case may be, of the
purchase price set forth in the first sentence of this paragraph, forthwith
sell, assign, transfer and convey to the purchaser(s) thereof (without recourse,
representation or warranty of any kind except for its own acts), all of the
right, title, interest and obligation of such Certificateholder in this
Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Liquidity Facility, the Policy, the Financing Documents and all
Certificates and Escrow Receipts held by such Certificateholder (excluding all
right, title and interest under any of the foregoing to the extent such right,
title or interest is with respect to an obligation not then due and payable as
respects any action or inaction or state of affairs occurring prior to such
sale) and the purchaser shall assume all of such Certificateholder's obligations
under this Agreement, the Escrow Agreement, the Deposit Agreement, the
Intercreditor Agreement, the Liquidity Facility, the Policy, the Financing
Documents and all such Certificates and Escrow Receipts. The Certificates will
be deemed to be purchased on the date payment of the purchase price is made
notwithstanding the failure of the Certificateholders to deliver any
Certificates (whether in the form of Definitive Certificates or beneficial
interests in Global Certificates) and, upon such a purchase, (i) the only rights
of the Certificateholders will be to deliver the Certificates to the
purchaser(s) and receive the purchase price for such Certificates and (ii) if
the purchaser(s) shall so request, such Certificateholder will comply with all
the provisions of Section 3.04 hereof to enable new Certificates to be issued to
the purchaser in such denominations as it shall request. All charges and
expenses in connection with the issuance of any such new Certificates shall be
borne by the purchaser thereof.

                As used in this Section 6.01(b), the terms "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee",
"Class D Certificate", "Class D Trust" and "Class D Trustee", shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.

                Section 6.02. Incidents of Sale of Equipment Notes. Upon any
sale of all or any part of the Equipment Notes made either under the power of
sale given under this Agreement or otherwise for the enforcement of this
Agreement, the following shall be applicable:

                (1) Certificateholders and Trustee May Purchase Equipment Notes.
        Any Certificateholder, the Trustee in its individual or any other
        capacity or any other Person may bid for and purchase any of the
        Equipment Notes, and upon compliance with the terms of sale, may hold,
        retain, possess and dispose of such Equipment Notes in their own
        absolute right without further accountability.

                (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of
        the Trustee making such sale shall be a sufficient discharge to any
        purchaser for his purchase money, and, after paying such purchase money
        and receiving such receipt, such purchaser or its
   40
                                      -35-

        personal representative or assigns shall not be obliged to see
        to the application of such purchase money, or be in any way answerable
        for any loss, misapplication or non-application thereof.

                (3) Application of Moneys Received upon Sale. Any moneys
        collected by the Trustee upon any sale made either under the power of
        sale given by this Agreement or otherwise for the enforcement of this
        Agreement shall be applied as provided in Section 4.02.

                Section 6.03. Judicial Proceedings Instituted by Trustee;
Trustee May Bring Suit. If there shall be a failure to make payment of the
principal of, premium, if any, or interest on any Equipment Note, or if there
shall be any failure to pay Rent (as defined in the relevant Lease) under any
Lease when due and payable, then the Trustee, in its own name and as trustee of
an express trust, as holder of such Equipment Notes, to the extent permitted by
and in accordance with the terms of the Intercreditor Agreement and the
Financing Documents (subject to the rights of the applicable Owner Trustee or
Owner Participant to cure any such failure to pay principal of, premium, if any,
or interest on any Equipment Note or to pay Rent under any Lease in accordance
with the applicable Indenture), shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, for the collection
of the sums so due and unpaid on such Equipment Notes or under such Lease and
may prosecute any such claim or proceeding to judgment or final decree with
respect to the whole amount of any such sums so due and unpaid.

                Section 6.04. Control by Certificateholders. Subject to Section
6.03 and the Intercreditor Agreement, the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the Trust shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Trust or pursuant to the terms of the Intercreditor
Agreement, or exercising any trust or power conferred on the Trustee under this
Agreement or the Intercreditor Agreement, including any right of the Trustee as
Controlling Party under the Intercreditor Agreement or as holder of the
Equipment Notes, provided that:

                (1) such Direction shall not be in conflict with any rule of law
        or with this Agreement and would not involve the Trustee in personal
        liability or expense,

                (2) the Trustee shall not determine that the action so directed
        would be unjustly prejudicial to the Certificateholders not taking part
        in such Direction, and

                (3) the Trustee may take any other action deemed proper by the
        Trustee which is not inconsistent with such Direction.

                Section 6.05. Waiver of Past Defaults. Subject to the
Intercreditor Agreement, the Certificateholders holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust (i) may on behalf of all of the Certificateholders waive any past
Event of Default hereunder and its consequences or (ii) if the Trustee is the
Controlling Party, may direct the Trustee to instruct the applicable Loan
Trustee to waive any past Indenture Default under any Indenture and its
consequences, and thereby annul any
   41
                                      -36-

Direction given by such Certificateholders or the Trustee to such Loan Trustee
with respect thereto, except a default:

                (1) in the deposit of any Scheduled Payment or Special Payment
        under Section 4.01 or in the distribution of any payment under Section
        4.02 on the Certificates, or

                (2) in the payment of the principal of (premium, if any) or
        interest on the Equipment Notes, or

                (3) in respect of a covenant or provision hereof which under
        Article IX cannot be modified or amended without the consent of each
        Certificateholder holding an Outstanding Certificate affected thereby.

                Upon any such waiver, such default shall cease to exist with
respect to the Certificates and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose and any direction given by the
Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall
be annulled with respect thereto; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued
under the relevant Indenture to waive the corresponding Indenture Default.

                Section 6.06. Right of Certificateholders to Receive Payments
Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding,
including, without limitation, Section 6.07 hereof, but subject to the
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

                Section 6.07. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Agreement, for the appointment of a receiver or for the enforcement of any
other remedy under this Agreement, unless:

                (1) such Certificateholder previously shall have given written
        notice to the Trustee of a continuing Event of Default;

                (2) Certificateholders holding Certificates evidencing
        Fractional Undivided Interests aggregating not less than 25% of the
        Trust shall have requested the Trustee in writing to institute such
        action, suit or proceeding and shall have offered to the Trustee
        indemnity as provided in Section 7.03(e);

                (3) the Trustee shall have refused or neglected to institute
        such an action, suit or proceeding for 60 days after receipt of such
        notice, request and offer of indemnity; and

                (4) no direction inconsistent with such written request shall
        have been given to the Trustee during such 60-day period by
        Certificateholders holding Certificates
   42
                                      -37-

        evidencing Fractional Undivided Interests aggregating not less
        than a majority in interest in the Trust.

                It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatsoever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Indenture on any
property subject thereto, or the rights of the Certificateholders or the holders
of the Equipment Notes, (ii) obtain or seek to obtain priority over or
preference with respect to any other such Certificateholder or (iii) enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Agreement.

                Section 6.08. Remedies Cumulative. Every remedy given hereunder
to the Trustee or to any of the Certificateholders shall not be exclusive of any
other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

                                   ARTICLE VII

                                   THE TRUSTEE

                Section 7.01. Certain Duties and Responsibilities. (a) Except
during the continuation of an Event of Default, the Trustee undertakes to
perform such duties as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the
Trustee.

                (b) In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of its
own affairs.

                (c) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that

                (1) this Subsection shall not be construed to limit the effect
        of Subsection (a) of this Section; and

                (2) the Trustee shall not be liable for any error of judgment
        made in good faith by a Responsible Officer of the Trustee, unless it
        shall be proved that the Trustee was negligent in ascertaining the
        pertinent facts.

                (d) Whether or not herein expressly so provided, every provision
of this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.
   43
                                      -38-

                Section 7.02. Notice of Defaults. As promptly as practicable
after, and in any event within 90 days after, the occurrence of any default (as
such term is defined below) hereunder, the Trustee shall transmit by mail to the
Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the
Certificateholders in accordance with Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default on the payment of the principal, premium, if any, or interest on any
Equipment Note held in the Trust, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Certificateholders. For the purpose of this Section, the term "default"
means any event that is, or after notice or lapse of time or both would become,
an Event of Default.

                Section 7.03. Certain Rights of Trustee. Subject to the
provisions of Section 315 of the Trust Indenture Act:

                (a) the Trustee may rely and shall be protected in acting or
        refraining from acting in reliance upon any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture or other paper or document believed by
        it to be genuine and to have been signed or presented by the proper
        party or parties;

                (b) any request or direction of the Company mentioned herein
        shall be sufficiently evidenced by a written description of the subject
        matter thereof accompanied by an Officer's Certificate and an Opinion of
        Counsel as provided in Section 1.02 of this Agreement;

                (c) whenever in the administration of this Agreement the Trustee
        shall deem it desirable that a matter be proved or established prior to
        taking, suffering or omitting any action hereunder, the Trustee (unless
        other evidence be herein specifically prescribed) may, in the absence of
        bad faith on its part, rely upon an Officer's Certificate of the
        Company, any Owner Trustee or any Loan Trustee;

                (d) the Trustee may consult with counsel and the advice of such
        counsel or any Opinion of Counsel shall be full and complete
        authorization and protection in respect of any action taken, suffered or
        omitted by it hereunder in good faith and in reliance thereon;

                (e) the Trustee shall be under no obligation to exercise any of
        the rights or powers vested in it by this Agreement at the Direction of
        any of the Certificateholders pursuant to this Agreement, unless such
        Certificateholders shall have offered to the Trustee reasonable security
        or indemnity against the cost, expenses and liabilities which might be
        incurred by it in compliance with such Direction;

                (f) the Trustee shall not be bound to make any investigation
        into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture or other paper or document;
   44
                                      -39-

                (g) the Trustee may execute any of the trusts or powers under
        this Agreement or perform any duties under this Agreement either
        directly or by or through agents or attorneys, and the Trustee shall not
        be responsible for any misconduct or negligence on the part of any agent
        or attorney appointed with due care by it under this Agreement;

                (h) the Trustee shall not be liable with respect to any action
        taken or omitted to be taken by it in good faith in accordance with the
        Direction of the Certificateholders holding Certificates evidencing
        Fractional Undivided Interests aggregating not less than a majority in
        interest in the Trust relating to the time, method and place of
        conducting any proceeding for any remedy available to the Trustee, or
        exercising any trust or power conferred upon the Trustee, under this
        Agreement; and

                (i) the Trustee shall not be required to expend or risk its own
        funds in the performance of any of its duties under this Agreement, or
        in the exercise of any of its rights or powers, if it shall have
        reasonable grounds for believing that repayment of such funds or
        adequate indemnity against such risk is not reasonably assured to it.

                Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and warrants
that this Agreement has been, and the Intercreditor Agreement, the Registration
Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each
Certificate will be, executed, authenticated and delivered by one of its
officers who is duly authorized to execute, authenticate and deliver such
document on its behalf.

                Section 7.05. May Hold Certificates. The Trustee, any Paying
Agent, Registrar or any of their Affiliates or any other agent in their
respective individual or any other capacity may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, the Owner Trustees or the
Loan Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

                Section 7.06. Money Held in Trust. Money held by the Trustee or
the Paying Agent in trust hereunder need not be segregated from other funds
except to the extent required herein or by law and neither the Trustee nor the
Paying Agent shall have any liability for interest upon any such moneys except
as provided for herein.

                Section 7.07. Compensation and Reimbursement. The Company
agrees:

                (1) to pay, or cause to be paid, to the Trustee from time to
        time reasonable compensation for all services rendered by it hereunder
        as set forth in a written fee letter dated the date hereof between the
        Company and the Trustee, which letter is incorporated
   45
                                      -40-

        herein by reference (which compensation shall not be limited by
        any provision of law in regard to the compensation of a trustee of an
        express trust);

                (2) except as otherwise expressly provided herein, to reimburse,
        or cause to be reimbursed, the Trustee upon its request for all
        reasonable out-of-pocket expenses, disbursements and advances incurred
        or made by the Trustee in accordance with any provision of this
        Agreement (including the reasonable compensation and the expenses and
        disbursements of its agents and counsel), except any such expense,
        disbursement or advance as may be attributable to its undertaking its
        normal administrative functions, or its negligence, willful misconduct
        or bad faith or as may be incurred due to the Trustee's breach of its
        representations and warranties set forth in Section 7.15; and

                (3) to indemnify, or cause to be indemnified, the Trustee for,
        and to hold it harmless against, any loss, liability, expense or Tax
        (other than for or with respect to any Unindemnified Tax) incurred
        without negligence, willful misconduct or bad faith, on its part,
        arising out of or in connection with the acceptance or administration of
        this Trust, including the costs and expenses of defending itself against
        any claim or liability in connection with the exercise or performance of
        any of its powers or duties hereunder, except for any such loss,
        liability or expense incurred by reason of the Trustee's breach of its
        covenants hereunder or under any Financing Document to which it is a
        party or its representations and warranties set forth in Section 7.15 or
        in any other Financing Document, the authorization or giving or
        withholding of any future amendments, supplements, waivers or consents
        with respect hereto or any of the Financing Documents, which amendments,
        supplements, waivers or consents are not required pursuant to the terms
        of the Financing Documents and not requested by the Company, any loss of
        tax benefits, any Unindemnified Tax, or increase in tax liability under
        any tax law whether or not the Company is required to indemnify thereof
        or pursuant to this Agreement or any costs associated with overhead or
        normal administration hereunder or any voluntary resignation pursuant to
        Section 7.09.

                With respect to paragraph (3) above, the Trustee shall notify
the Company promptly of any claim for which it may seek indemnity and the
Company shall make payment on any such claim within 30 days of written demand
thereof (delivered together with supporting documentation). The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel with the consent of the Company and the Company will pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made, in settlement or otherwise, without its consent.

                With respect to any Tax other than an Unindemnified Tax, the
Trustee shall be entitled to reimbursement from, and shall have a lien prior to
the Certificates upon, the Trust Property for any such Tax incurred without
negligence, bad faith or willful misconduct, on its part, arising out of or in
connection with the acceptance or administration of such Trust (other than any
Tax attributable to the Trustee's compensation for serving as such), including
any costs and expenses incurred in contesting the imposition of any such Tax. If
the Trustee reimburses itself from the Trust Property of such Trust for any such
Tax, it will mail a brief report within 30 days setting forth the circumstances
thereof to all Certificateholders as their names and addresses appear in the
Register.
   46
                                      -41-

                Section 7.08. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be eligible to act as a
trustee under Section 310(a) of the Trust Indenture Act and shall have a
combined capital and surplus of at least $75,000,000 (or a combined capital and
surplus in excess of $5,000,000 and the obligations of which, whether now in
existence or hereafter incurred, are fully and unconditionally guaranteed by a
corporation organized and doing business under the laws of the United States,
any state or territory thereof or of the District of Columbia and having a
combined capital and surplus of at least $75,000,000). If such corporation
publishes reports of conditions at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 7.08, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published.

                In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee, the
Trustee shall resign immediately as Trustee in the manner and with the effect
specified in Section 7.09.

                Section 7.09. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 7.10.

                (b) The Trustee may resign at any time as trustee by giving
prior written notice thereof to the Company, the Authorized Agents, the Owner
Trustees and the Loan Trustees. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Company, the Authorized Agents, the
Owner Trustees, the Loan Trustees and the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                (c) The Trustee may be removed at any time by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Trustee and to the Company, the Owner Trustees and the Loan
Trustees.

                (d) If at any time:

                (1) the Trustee shall fail to comply with Section 310 of the
        Trust Indenture Act, if applicable, after written request therefor by
        the Company or by any Certificateholder who has been a bona fide
        Certificateholder for at least six months; or

                (2) the Trustee shall cease to be eligible under Section 7.08
        and shall fail to resign after written request therefor by the Company
        or by any such Certificateholder; or

                (3) the Trustee shall become incapable of acting or shall be
        adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
        property shall be appointed or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation;
   47
                                      -42-

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax which has been or is likely to be asserted, the
Trustee shall promptly notify the Company and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Trustee
shall have received notice that the Company has agreed to pay such tax. The
Company shall promptly appoint a successor Trustee in a jurisdiction where there
are no Avoidable Taxes.

                (f) If the Trustee shall resign, be removed or become incapable
of acting or if a vacancy shall occur in the office of the Trustee for any
cause, the Company shall promptly appoint a successor Trustee. If, within one
year after such resignation, removal or incapability, or other occurrence of
such vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring
Trustee, and the Company approves such appointment, which approval shall not be
unreasonably withheld, then the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed as provided above. If no successor
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                (g) The successor Trustee shall give notice of the resignation
and removal of the Trustee and appointment of the successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Certificateholders as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its
Corporate Trust Office.

                Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company,
the Authorized Agents, the Owner Trustees and the Loan Trustees and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all Trust Property held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 7.07. Upon request of any such successor Trustee, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.
   48
                                      -43-

                No institution shall accept its appointment as a Trustee
hereunder unless at the time of such acceptance such institution shall be
qualified and eligible under this Article VII.

                Section 7.11. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

                Section 7.12. Maintenance of Agencies. (a) There shall at all
times be maintained an office or agency in the location set forth in Section
12.03 where Certificates may be presented or surrendered for registration of
transfer or for exchange, and for payment thereof and where notices and demands
to or upon the Trustee in respect of such certificates or this Agreement may be
served; provided, however, that, if it shall be necessary that the Trustee
maintain an office or agency in another location (e.g., the Certificates shall
be represented by Definitive Certificates and shall be listed on a national
securities exchange), the Trustee will make all reasonable efforts to establish
such an office or agency. Written notice of the location of each such other
office or agency and of any change of location thereof shall be given by the
Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of
any Owner Trustee or Loan Trustee, at its address specified in the Financing
Documents or such other address as may be notified to the Trustee) and the
Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

                (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates. Each such Authorized Agent shall be
a bank or trust company, shall be a corporation organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $75,000,000, or, if the Trustee shall be acting as the
Registrar or Paying Agent hereunder, a corporation having a combined capital and
surplus in excess of $5,000,000, the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United States or
any state, with a combined capital and surplus of at least $75,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Trustee shall initially be
the Paying Agent and, as provided in Section 3.04, Registrar hereunder with
respect to the Certificates. Each Registrar shall furnish to the Trustee, at
stated intervals of not more than six months, and at such other times as the
Trustee may request in writing, a copy of the Register maintained by such
Registrar.
   49
                                      -44-

                (c) Any corporation into which any Authorized Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any Authorized
Agent shall be a party, or any corporation succeeding to the corporate trust
business of any Authorized Agent, shall be the successor of such Authorized
Agent hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authorized Agent or such successor
corporation.

                (d) Any Authorized Agent may at any time resign by giving
written notice of resignation to the Trustee, the Company, the Owner Trustees
and the Loan Trustees. The Company may, and at the request of the Trustee shall,
at any time terminate the agency of any Authorized Agent by giving written
notice of termination to such Authorized Agent and to the Trustee. Upon the
resignation or termination of an Authorized Agent or in case at any time any
such Authorized Agent shall cease to be eligible under this Section (when, in
either case, no other Authorized Agent performing the functions of such
Authorized Agent shall have been appointed), the Company shall promptly appoint
one or more qualified successor Authorized Agents, reasonably satisfactory to
the Trustee, to perform the functions of the Authorized Agent which has resigned
or whose agency has been terminated or who shall have ceased to be eligible
under this Section. The Company shall give written notice of any such
appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees;
and in each case the Trustee shall mail notice of such appointment to all
Certificateholders as their names and addresses appear on the Register.

                (e) The Company agrees to pay, or cause to be paid, from time to
time to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses as set forth in the letter agreement
referred to in Section 7.07 hereof.

                Section 7.13. Money for Certificate Payments to Be Held in
Trust. All moneys deposited with any Paying Agent for the purpose of any payment
on Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section. Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.

                The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

                Section 7.14. Registration of Equipment Notes in Name of
Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased
by the Trust shall be issued in the name of the Subordination Agent or its
nominee and held by the Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, the Subordination Agent or its nominee
shall be reflected as the owner of such Equipment Notes in the register of the
issuer of such Equipment Notes.
   50
                                      -45-

                Section 7.15. Representations and Warranties of Trustee. The
Trustee hereby represents and warrants on the Transfer Date that:

                (a) the Trustee is a Delaware banking corporation organized and
        validly existing in good standing under the laws of the State of
        Delaware;

                (b) the Trustee has full power, authority and legal right to
        receive the Trust Property assigned by the Related Trustee, assume the
        obligations under, and perform, the Assignment and Assumption Agreement,
        this Agreement, the Intercreditor Agreement, the Registration Rights
        Agreement, the Escrow Agreement, the Note Purchase Agreement and the
        Financing Documents to which it is a party and has taken all necessary
        action to authorize such receipt, assumption and performance by it of
        the Assignment and Assumption Agreement, this Agreement, the
        Intercreditor Agreement, the Registration Rights Agreement, the Escrow
        Agreement, the Note Purchase Agreement and the Financing Documents to
        which it is a party;

                (c) the receipt of the Trust Property under the Assignment and
        Assumption Agreement and the performance by the Trustee of the
        Assignment and Assumption Agreement, this Agreement, the Intercreditor
        Agreement, the Registration Rights Agreement, the Escrow Agreement, the
        Note Purchase Agreement and the Financing Documents to which it is a
        party (i) will not violate any provision of United States federal law or
        the law of the state of the United States where it is located governing
        the banking and trust powers of the Trustee or any order, writ,
        judgment, or decree of any court, arbitrator or governmental authority
        applicable to the Trustee or any of its assets, (ii) will not violate
        any provision of the articles of association or by-laws of the Trustee,
        or (iii) will not violate any provision of, or constitute, with or
        without notice or lapse of time, a default under, or result in the
        creation or imposition of any lien on any properties included in the
        Trust Property pursuant to the provisions of any mortgage, indenture,
        contract, agreement or other undertaking to which it is a party, which
        violation, default or lien could reasonably be expected to have an
        adverse effect on the Trustee's performance or ability to perform its
        duties hereunder or thereunder or on the transactions contemplated
        herein or therein;

                (d) the receipt of the Trust Property under the Assignment and
        Assumption Agreement and the performance by the Trustee of the
        Assignment and Assumption Agreement, this Agreement, the Intercreditor
        Agreement, the Registration Rights Agreement, the Escrow Agreement, the
        Note Purchase Agreement, and the Financing Documents to which it is a
        party will not require the authorization, consent, or approval of, the
        giving of notice to, the filing or registration with, or the taking of
        any other action in respect of, any governmental authority or agency of
        the United States or the state of the United States where it is located
        regulating the banking and corporate trust activities of the Trustee;
        and

                (e) the Assignment and Assumption Agreement has been duly
        executed and delivered by the Trustee and this Agreement, the Assignment
        and Assumption Agreement, the Intercreditor Agreement, the Registration
        Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and
        the Financing Documents to which it is a
   51
                                      -46-

        party constitute the legal, valid, and binding agreements of the
        Trustee, enforceable against it in accordance with their respective
        terms, provided that enforceability may be limited by (i) applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws
        affecting the rights of creditors generally and (ii) general principles
        of equity, regardless of whether applied in a proceeding in equity or at
        law.

                Section 7.16. Withholding Taxes, Information Reporting. The
Trustee, as trustee of the grantor trust created by this Agreement, shall
exclude and withhold from each distribution of principal, premium, if any, and
interest and other amounts due under this Agreement or under the Certificates
any and all withholding taxes applicable thereto as required by law. The Trustee
agrees to act as such withholding agent and, in connection therewith, whenever
any present or future taxes or similar charges are required to be withheld with
respect to any amounts payable in respect of the Certificates, to withhold such
amounts and timely pay the same to the appropriate authority in the name of and
on behalf of the Certificateholders, that it will file any necessary withholding
tax returns or statements when due, and that, as promptly as possible after the
payment thereof, it will deliver to each such Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Certificateholders may reasonably request from time
to time. The Trustee agrees to file any other information reports as it may be
required to file under United States law.

                Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will at its own cost and expense promptly take any
action as may be necessary to duly discharge and satisfy in full any mortgage,
pledge, lien, charge, encumbrance, security interest or claim ("Trustee's
Liens") on or with respect to the Trust Property which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement, the Intercreditor Agreement, the
Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder
or in its individual capacity and which arises out of acts or omissions on the
part of the Trustee which are not contemplated by this Agreement.

                Section 7.18. Preferential Collection of Claims. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. If
the Trustee shall resign or be removed as Trustee, it shall be subject to
Section 311(a) of the Trust Indenture Act to the extent provided therein.

                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

                Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. The Company will furnish to the Trustee within
15 days after each Record Date with respect to a Scheduled Payment, and at such
other times as the Trustee may request in writing within 30 days after receipt
by the Company of any such request, a list, in such form as the Trustee may
reasonably require, of all information in the possession or control of the
Company as to the names and addresses of the Certificateholders, in each case as
of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Registrar, no such
list need be furnished; and provided further, however, that
   52
                                      -47-

no such list need be furnished for so long as a copy of the Register is being
furnished to the Trustee pursuant to Section 7.12.

                Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders contained
in the most recent list furnished to the Trustee as provided in Section 7.12 or
Section 8.01, as the case may be, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Registrar, if so
acting. The Trustee may destroy any list furnished to it as provided in Section
7.12 or Section 8.01, as the case may be, upon receipt of a new list so
furnished.

                Section 8.03. Reports by Trustee. Within 60 days after May 15 of
each year commencing with the first full year following the date hereof, the
Trustee shall transmit to the Certificateholders, as provided in Section 313(c)
of the Trust Indenture Act, a brief report dated as of such May 15, if required
by Section 313(a) of the Trust Indenture Act.

                Section 8.04. Reports by the Company. The Company shall:

               (a) file with the Trustee, within 30 days after the Company is
        required to file the same with the SEC, copies of the annual reports and
        of the information, documents and other reports (or copies of such
        portions of any of the foregoing as the SEC may from time to time by
        rules and regulations prescribe) which the Company is required to file
        with the SEC pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934, as amended; or, if the Company is not required to
        file information, documents or reports pursuant to either of such
        sections, then to file with the Trustee and the SEC, in accordance with
        rules and regulations prescribed by the SEC, such of the supplementary
        and periodic information, documents and reports which may be required
        pursuant to Section 13 of the Securities Exchange Act of 1934, as
        amended, in respect of a security listed and registered on a national
        securities exchange as may be prescribed in such rules and regulations;

               (b) during any period, prior to the consummation of the Exchange
        Offer and during which the Shelf Registration Statement is not in
        effect, in which the Company is not subject to Section 13(a), 13(c) or
        15(d) under the Securities Exchange Act of 1934, make available to any
        Holder of the Certificates in connection with any sale thereof and any
        prospective purchaser of the Certificates from such Holder, in each case
        upon request, the information specified in, and meeting the requirements
        of, Rule 144A(d)(4) under the Securities Act but only for so long as any
        of the Certificates remain outstanding and are "restricted securities"
        within the meaning of Rule 144(a)(3) under the Securities Act and, in
        any event, only until the second anniversary of the Issuance Date;

               (c) file with the Trustee and the SEC, in accordance with the
        rules and regulations prescribed by the SEC, such additional
        information, documents and reports with respect to compliance by the
        Company with the conditions and covenants provided for in this
        Agreement, as may be required by such rules and regulations, including,
        in the case of annual reports, if required by such rules and
        regulations, certificates or opinions of independent public accountants,
        conforming to the requirements of Section 1.02;
   53
                                      -48-

               (d) transmit to all Certificateholders, in the manner and to the
        extent provided in Section 313(c) of the Trust Indenture Act such
        summaries of any information, documents and reports required to be filed
        by the Company pursuant to subsections (a) and (c) of this Section 8.04
        as may be required by rules and regulations prescribed by the SEC; and

               (e) furnish to the Trustee, not less often than annually, a brief
        certificate from the principal executive officer, principal financial
        officer, any Vice President (or more senior ranking officer) or the
        principal accounting officer as to his or her knowledge of the Company's
        compliance with all conditions and covenants under this Agreement (it
        being understood that for purposes of this paragraph (e), such
        compliance shall be determined without regard to any period of grace or
        requirement of notice provided under this Agreement).

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

                Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the
Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy
Provider Agreement or any Liquidity Facility in form satisfactory to the
Trustee, for any of the following purposes:

                (1) to evidence the succession of another corporation to the
        Company and the assumption by any such successor of the covenants of the
        Company herein contained or of the Company's obligations under the Note
        Purchase Agreement, the Registration Rights Agreement, the Policy
        Provider Agreement or any Liquidity Facility; or

                (2) to add to the covenants of the Company for the benefit of
        the Certificateholders, or to surrender any right or power conferred
        upon the Company in this Agreement, the Note Purchase Agreement, the
        Registration Rights Agreement, the Policy, the Policy Provider Agreement
        or any Liquidity Facility; or

                (3) to correct or supplement any provision in this Agreement,
        the Intercreditor Agreement, the Escrow Agreement, the Deposit
        Agreement, the Note Purchase Agreement, the Registration Rights
        Agreement, the Policy, the Policy Provider Agreement or any Liquidity
        Facility which may be defective or inconsistent with any other provision
        herein or therein or to cure any ambiguity or correct any mistake or to
        modify any other provision with respect to matters or questions arising
        under this Agreement, the Escrow Agreement, the Deposit Agreement, the
        Note Purchase Agreement, the Intercreditor Agreement, the Registration
        Rights Agreement, the Policy, the Policy Provider Agreement or any
        Liquidity Facility, provided that any such action shall not materially
        adversely affect the interests of the Certificateholders; or
   54
                                      -49-

                (4) to comply with any requirement of the SEC, any applicable
        law, rules or regulations of any exchange or quotation system on which
        the Certificates are listed, any regulatory body or the Registration
        Rights Agreement to effectuate the Exchange Offer; or

                (5) to modify, eliminate or add to the provisions of this
        Agreement to such extent as shall be necessary to continue the
        qualification of this Agreement (including any supplemental agreement)
        under the Trust Indenture Act or under any similar Federal statute
        hereafter enacted, and to add to this Agreement such other provisions as
        may be expressly permitted by the Trust Indenture Act, excluding,
        however, the provisions referred to in Section 316(a)(2) of the Trust
        Indenture Act as in effect at the date as of which this instrument was
        executed or any corresponding provision in any similar Federal statute
        hereafter enacted; or

                (6) to evidence and provide for the acceptance of appointment
        under this Agreement by the Trustee of a successor Trustee and to add to
        or change any of the provisions of this Agreement as shall be necessary
        to provide for or facilitate the administration of the Trust, pursuant
        to the requirements of Section 7.10; or

                (7) to provide the information required under Section 7.12 and
        Section 12.03 as to the Trustee; or

                (8) to modify or eliminate provisions relating to the transfer
        or exchange of Exchange Certificates or the Initial Certificates upon
        consummation of the Exchange Offer (as defined in the Registration
        Rights Agreement) or effectiveness of the Shelf Registration Statement
        or the Exchange Offer Registration Statement;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

                Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company
may (with the consent of the Owner Trustees, if any, which consent shall not be
unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter
into an agreement or agreements for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
the Intercreditor Agreement, any Liquidity Facility, the Registration Rights
Agreement, the Policy, the Policy Provider Agreement, the Escrow Agreement, the
Deposit Agreement or the Note Purchase Agreement to the extent applicable to
such Certificateholders or of modifying in any manner the rights and obligations
of such Certificateholders under this Agreement, the Intercreditor Agreement,
any Liquidity Facility, the Registration Rights Agreement, the Policy, the
Policy Provider Agreement, the Escrow Agreement, the Deposit Agreement or the
Note Purchase Agreement; provided, however, that no such agreement shall,
without the consent of the Certificateholder of each Outstanding Certificate
affected thereby:
   55
                                      -50-

                (1) reduce in any manner the amount of, or delay the timing of,
        any receipt by the Trustee (or, with respect to the Deposits, the
        Certificateholders) of payments on the Equipment Notes or other Trust
        Property held in the Trust or on the Deposits or distributions that are
        required to be made herein on any Certificate, or change any date of
        payment on any Certificate, or change the place of payment where, or the
        coin or currency in which, any Certificate is payable, or impair the
        right to institute suit for the enforcement of any such payment or
        distribution on or after the Regular Distribution Date or Special
        Distribution Date applicable thereto; or

                (2) permit the disposition of any Equipment Note included in the
        Trust Property except as permitted by this Agreement, or otherwise
        deprive such Certificateholder of the benefit of the ownership of the
        Equipment Notes in the Trust; or

                (3) reduce the specified percentage of the aggregate Fractional
        Undivided Interests of the Trust which is required for any such
        supplemental agreement, or reduce such specified percentage required for
        any waiver of compliance with certain provisions of this Agreement or
        certain defaults hereunder and their consequences provided for in this
        Agreement; or

                (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the
        Intercreditor Agreement in a manner adverse to the Certificateholders;
        or

                (5) modify any of the provisions of this Section 9.02 or Section
        6.05, except to increase any such percentage or to provide that certain
        other provisions of this Agreement cannot be modified or waived without
        the consent of the Certificateholder of each Certificate affected
        thereby; or

                (6) adversely affect the status of any Trust as a grantor trust
        under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of
        the Internal Revenue Code of 1986, as amended, for U.S. federal income
        tax purposes.

                It shall not be necessary for any Direction of
Certificateholders under this Section to approve the particular form of any
proposed supplemental agreement, but it shall be sufficient if such Direction
shall approve the substance thereof.

                Section 9.03. Documents Affecting Immunity or Indemnity. Except
for the performance of its covenants herein, if in the opinion of the Trustee
any document required to be executed by it pursuant to the terms of Section 9.01
or 9.02 affects adversely any interest, right, duty, immunity or indemnity in
favor of the Trustee under this Agreement, the Trustee may in its discretion
decline to execute such document.

                Section 9.04. Execution of Supplemental Agreements. In
executing, or accepting the additional trusts created by, any agreement
permitted by this Article or the modifications thereby of the trusts created by
this Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.
   56
                                      -51-

                Section 9.05. Effect of Supplemental Agreements. Upon the
execution of any agreement supplemental to this Agreement under this Article,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of a Certificate theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                Section 9.07. Reference in Certificates to Supplemental
Agreements. Certificates authenticated and delivered after the execution of any
supplemental agreement pursuant to this Article may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
agreement; and, in such case, suitable notation may be made upon Outstanding
Certificates after proper presentation and demand.

                                    ARTICLE X

                AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS

                Section 10.01. Amendments and Supplements to Indentures and
Financing Documents. In the event that the Trustee, as holder (or beneficial
owner through the Subordination Agent) of any Equipment Note in trust for the
benefit of the Certificateholders or as Controlling Party under the
Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any other Financing Document, any
Equipment Note or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice. The
Trustee shall request from the Certificateholders a Direction as to (a) whether
or not to take or refrain from taking (or direct the Subordination Agent to take
or refrain from taking) any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any
Equipment Note if a vote has been called for with respect thereto. Provided such
a request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing), (i)
other than as Controlling Party, the Trustee shall vote for or give consent to
any such action with respect to such Equipment Note in the same proportion as
that of (A) the aggregate face amounts of all Certificates actually voted in
favor of or for giving consent to such action by such Direction of
Certificateholders to (B) the aggregate face amount of all Outstanding
Certificates and (ii) as Controlling Party, the Trustee shall vote as directed
in such Certificateholder Direction by the Certificateholders evidencing a
Fractional Undivided Interest aggregating not less than a majority in interest
in the Trust. For purposes of the immediately preceding sentence, a Certificate
shall have been "actually voted" if the Holder of such Certificate has delivered
to the Trustee an instrument evidencing such Holder's consent to such Direction
prior to two Business Days before the Trustee directs such action or casts such
vote or
   57
                                      -52-

gives such consent. Notwithstanding the foregoing, but subject to Section 6.04
and the Intercreditor Agreement, the Trustee may, in its own discretion and at
its own direction, consent and notify the relevant Loan Trustee of such consent
(or direct the Subordination Agent to consent and notify the Loan Trustee of
such consent) to any amendment, modification, waiver or supplement under the
relevant Indenture, any other Financing Document, any Equipment Note or any
other related document, if an Event of Default hereunder shall have occurred and
be continuing, or if such amendment, modification, waiver or supplement will not
materially adversely affect the interests of the Certificateholders.

                                   ARTICLE XI

                              TERMINATION OF TRUST

                Section 11.01. Termination of the Trust. The respective
obligations and responsibilities of the Company and the Trustee with respect to
the Trust shall terminate upon the distribution to all Holders of Certificates
and the Trustee of all amounts required to be distributed to them pursuant to
this Agreement and the disposition of all property held as part of the Trust
Property; provided, however, that in no event shall the Trust continue beyond
one hundred ten (110) years following the date of the earliest execution of this
Trust Agreement.

                Notice of any termination, specifying the Distribution Date upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment on the final Distribution Date and cancellation, shall be mailed
promptly by the Trustee to Certificateholders not earlier than the 60th day and
not later than the 20th day next preceding such final Distribution Date
specifying (A) the Distribution Date upon which the proposed final payment of
the Certificates will be made upon presentation and surrender of Certificates at
the office or agency of the Trustee therein specified, (B) the amount of any
such proposed final payment, and (C) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. The Trustee shall give such notice to the Registrar
at the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders such final payments.

                In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. No additional interest shall accrue on the Certificates after the
Distribution Date specified in the first written notice. In the event that any
money held by the Trustee for the payment of distributions on the Certificates
shall remain unclaimed for two years (or such lesser time as the Trustee shall
be satisfied, after sixty days' notice from the Company, is one month prior to
the escheat period provided under applicable law) after the final distribution
date with respect thereto, the Trustee shall pay to each Loan Trustee the
appropriate amount of money relating to such Loan Trustee and shall give written
notice thereof to the related Owner Trustees, the Owner Participants and the
Company.
   58
                                      -53-

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                Section 12.01. Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

                Section 12.02. Certificates Nonassessable and Fully Paid. Except
as set forth in the last sentence of this Section 12.02, Certificateholders
shall not be personally liable for obligations of the Trust, the Fractional
Undivided Interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Trust or for any reason whatsoever, and
Certificates, upon authentication thereof by the Trustee pursuant to Section
3.03, are and shall be deemed fully paid. No Certificateholder shall have any
right (except as expressly provided herein) to vote or in any manner otherwise
control the operation and management of the Trust Property, the Trust, or the
obligations of the parties hereto, nor shall anything set forth herein, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association.
Neither the existence of the Trust nor any provision herein is intended to or
shall limit the liability the Certificateholders would otherwise incur if the
Certificateholders owned Trust Property as co-owners, or incurred any
obligations of the Trust, directly rather than through the Trust.

                Section 12.03. Notices. (a) Unless otherwise specifically
provided herein, all notices required under the terms and provisions of this
Agreement shall be in English and in writing, and any such notice may be given
by United States mail, courier service or telecopy, and any such notice shall be
effective when received or, if made, given, furnished or filed by facsimile or
telecommunication transmission, when received unless received outside of
business hours, in which case on the next open of business on a Business Day,

               if to the Company, to:

                      America West Airlines, Inc.
                      4000 East Sky Harbor Boulevard
                      Phoenix, Arizona  85043

                      Attention:  Vice President-Treasurer
                      Facsimile:  (602) 693-5886

               if to the Trustee, to:

                      Wilmington Trust Company
                      Rodney Square North
                      1100 North Market Street
                      Wilmington, Delaware  19890-0001
   59
                                      -54-

                      Attention:  Corporate Trust Department
                      Facsimile:  (302) 651-8882
                      Telephone:   (302) 651-8584

                (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

                (c) Any notice or communication to Certificateholders shall be
mailed by first-class mail to the addresses for Certificateholders shown on the
Register kept by the Registrar. Failure so to mail a notice or communication or
any defect in such notice or communication shall not affect its sufficiency with
respect to other Certificateholders.

                (d) If a notice or communication is mailed in the manner
provided above within the time prescribed, it is conclusively presumed to have
been duly given, whether or not the addressee receives it.


                (e) If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent
at the same time.

                (f) Notwithstanding the foregoing, all communications or notices
to the Trustee shall be deemed to be given only when received by a Responsible
Officer of the Trustee.

                (g) The Trustee shall promptly furnish the Company with a copy
of any demand, notice or written communication received by the Trustee hereunder
from any Certificateholder, Owner Trustee or Loan Trustee.

                Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED
IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                Section 12.05. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions,
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Trust, or of the
Certificates or the rights of the Certificateholders thereof.

                Section 12.06. Trust Indenture Act Controls. Upon the occurrence
of any Registration Event, this Agreement shall become subject to the provisions
of the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions. From and after any Registration Event, if any provision of this
Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control.
   60
                                      -55-

                Section 12.07. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. Section
12.08.Successors and Assigns. All covenants, agreements, representations and
warranties in this Agreement by the Trustee and the Company shall bind and, to
the extent permitted hereby, shall inure to the benefit of and be enforceable by
their respective successors and assigns, whether so expressed or not.

               Section 12.09. Benefits of Agreement. Nothing in this Agreement
or in the Certificates, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, and the Certificateholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement.

               Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest shall
accrue during the intervening period.

                Section 12.11. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                Section 12.12. Intention of Parties. The parties hereto intend
that the Trust be classified for U.S. federal income tax purposes as a grantor
trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of
1986, as amended, and not as a trust or association taxable as a corporation or
as a partnership. Each Certificateholder and Investor, by its acceptance of its
Certificate or a beneficial interest therein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. The
powers granted and obligations undertaken pursuant to this Agreement shall be so
construed so as to further such intent.
   61
                                      -56-

                IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first written above.

                                    AMERICA WEST AIRLINES, INC.

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

                                     WILMINGTON TRUST COMPANY,
                                         as Trustee

                                     By:  /s/ W. Chris Sponenberg
                                         ---------------------------------------
                                         Name:  W. Chris Sponenberg
                                         Title:    Assistant Vice President
   62
                                                                       EXHIBIT A


             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
               TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S

                                                                          [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

Attention:  Corporate Trust Trustee Administration

Re:             America West Airlines Pass Through Trust, Series 2001-1G-S (the
                "Trust")

                America West Airlines Pass Through Certificates, Series
                2001-1G-S (the "Certificates")

Ladies and Gentlemen:

               In connection with our proposed sale of Certificates representing
a Fractional Undivided Interest, having a face amount of $ ______, in the Trust,
we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the Securities Act of 1933, as amended, and, accordingly, we
represent that:

                (1) the offer of the Certificates was not made to a person in
        the United States or to or for the account or benefit of a U.S. person;

                (2) either (a) at the time the buy order was originated, the
        transferee was outside the United States or we and any person acting on
        our behalf reasonably believed that the transferee was outside the
        United States or (b) the transaction was executed in, on or through the
        facilities of a designated off-shore securities market and neither we
        nor any person acting on our behalf knows that the transaction has been
        pre-arranged with a buyer in the United States;

                (3) no directed selling efforts have been made in the United
        States in contravention of the requirements of Rule 903(a) or Rule
        904(a) of Regulation S, as applicable; and

                (4) the transaction is not part of a plan or scheme to evade the
        registration requirements of the Securities Act.

                In addition, if the sale is made during a restricted period and
the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may
be.
   63
                                      A-2


                You and America West Airlines, Inc. are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                              Very truly yours,




                                              [Name of Transferor]
   64
                                                                       EXHIBIT B

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION

                        WITH TRANSFERS OF CERTIFICATES TO

                   NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

                                                          [date]
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

Attention:  Corporate Trust Trustee Administration
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona  85043

                              AMERICA WEST AIRLINES
               PASS THROUGH TRUST, SERIES 2001-1G-S (the "Trust")
                   Pass Through Certificates, Series 2001-1G-S
                              (the "Certificates")


Ladies and Gentlemen:

                In connection with our proposed purchase of Certificates
representing a Fractional Undivided Interest, having a face amount of $ ______,
in the Trust, we confirm that:

                1. We understand that any subsequent transfer of the
Certificates is subject to certain restrictions and conditions set forth in the
Pass Through Trust Agreement, dated as of May 17, 2001, between America West
Airlines, Inc. (the "Company") and Wilmington Trust Company (the "Trustee")
relating to the Certificates, and we agree to be bound by, and not to resell,
pledge or otherwise transfer the Certificates except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the
"Securities Act").

                2. We are purchasing Certificates having an aggregate principal
amount of not less than $100,000 and each account (if any) for which we are
purchasing Certificates is purchasing Certificates having an aggregate principal
amount of not less than $100,000.

                3. We understand that the Certificates have not been registered
under the Securities Act, that the Certificates are being sold to us in a
transaction that is exempt from the registration requirements of the Securities
Act and that the Certificates may not be offered or resold except as permitted
in the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that, if we should sell
any Certificates within two years after the later of the original issuance of
such Certificate and the last date on which such Certificate is owned by the
Company, the Trustee or any affiliate of any
   65
                                      B-2



of such persons, we will do so only (A) to the Company, (B) in accordance with
Rule 144A under the Securities Act to a "qualified institutional buyer" (as
defined therein), (C) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (D) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act or (E) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing any of the Certificates from us a notice
advising such purchaser that resales of the Certificates are restricted as
stated herein.

                4. We understand that, on any proposed resale of any
Certificates, we will be required to furnish to the Company and the Trustee such
certifications, legal opinions and other information as the Trustee may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Certificates purchased by us will
bear a legend to the foregoing effect.

                5. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the
Certificates, and we and any accounts for which we are acting are each able to
bear the economic risk of our or their investments.

                6. We are acquiring the Certificates purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion and not with a view to any distribution of the Certificates, subject,
nevertheless to the understanding that the disposition of our property shall at
all times be and remain within our control.

                You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                        Very truly yours,


                                        By:  _____________________________
                                             Name:
                                             Title:

EX-4.6

   1
                                   EXHIBIT 4.6



                                                                  EXECUTION COPY








- --------------------------------------------------------------------------------




                          PASS THROUGH TRUST AGREEMENT

                            Dated as of May 17, 2001

                                     between

                           AMERICA WEST AIRLINES, INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

           America West Airlines Pass Through Trust, Series 2001-1C-O

            8.37% Initial Pass Through Certificates, Series 2001-1C-O
           8.37% Exchange Pass Through Certificates, Series 2001-1C-O





- --------------------------------------------------------------------------------
   2
Reconciliation and tie between America West Airlines Pass Through Trust
Agreement, Series 2001-1C-O dated as of May 17, 2001, and the Trust Indenture
Act of 1939. This reconciliation does not constitute part of the Pass Through
Trust Agreement.

          Trust Indenture Act                      Pass Through Trust
             of 1939 Section                        Agreement Section
           ------------------                       -----------------

            310(a)(1)                                   7.08

                (a)(2)                                  7.08

            312(a)                                      3.05; 8.01; 8.02

            313(a)                                      7.06; 8.03

            314(a)                                      8.04(a),(c) & (d)

            (a)(4)                                      8.04(e)

            (c)(1)                                      1.02

            (c)(2)                                      1.02

            (d)(1)                                      7.13; 11.01

            (d)(2)                                      7.13; 11.01

            (d)(3)                                      2.01

            (e)                                         1.02

            315(b)                                      7.02

            316(a)(last sentence)                       1.04(c)

                (a)(1)(A)                               6.04

                (a)(1)(B)                               6.05

                (b)                                     6.06

                (c)                                     1.04(e)

            317(a)(1)                                   6.03

                (b)                                     7.13

            318(a)                                      12.06
   3
                                TABLE OF CONTENTS

SECTION                                                                     PAGE


ARTICLE I  DEFINITIONS ........................................................2
   Section 1.01.  Definitions .................................................2
   Section 1.02.  Compliance Certificates and Opinions .......................14
   Section 1.03.  Form of Documents Delivered to Trustee .....................14
   Section 1.04.  Directions of Certificateholders ...........................14

ARTICLE II  ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT
            NOTES ............................................................16
   Section 2.01.  Issuance of Certificates; Acquisition of Equipment
                  Notes ......................................................16
   Section 2.02.  Withdrawal of Deposits .....................................17
   Section 2.03.  Acceptance by Trustee ......................................17
   Section 2.04.  Limitation of Powers .......................................17

ARTICLE III  THE CERTIFICATES ................................................18
   Section 3.01.  Title, Form, Denomination and Execution of Certificates ....18
   Section 3.02.  Restrictive Legends ........................................20
   Section 3.03.  Authentication of Certificates .............................21
   Section 3.04.  Transfer and Exchange ......................................22
   Section 3.05.  Book-Entry Provisions for Restricted Global
                  Certificates and Regulation S Global Certificates ..........23
   Section 3.06.  Special Transfer Provisions ................................24
   Section 3.07.  Mutilated, Destroyed, Lost or Stolen Certificates ..........27
   Section 3.08.  Persons Deemed Owners ......................................27
   Section 3.09.  Cancellation ...............................................27
   Section 3.10.  Temporary Certificates .....................................28
   Section 3.11.  Limitation of Liability for Payments .......................28
   Section 3.12   ERISA Restrictive Legend ...................................28

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS ..................29
   Section 4.01.  Certificate Account and Special Payments Account ...........29
   Section 4.02.  Distributions from Certificate Account and Special
                  Payments Account ...........................................29
   Section 4.03.  Statements to Certificateholders ...........................31
   Section 4.04.  Investment of Special Payment Moneys .......................32

ARTICLE V  THE COMPANY .......................................................32
   Section 5.01.  Maintenance of Corporate Existence .........................32
   Section 5.02.  Consolidation, Merger, etc. ................................32

ARTICLE VI  DEFAULT ..........................................................33
   Section 6.01.  Events of Default ..........................................33
   Section 6.02.  Incidents of Sale of Equipment Notes .......................35
   Section 6.03.  Judicial Proceedings Instituted by Trustee; Trustee May
                  Bring Suit                                                  36
   4
SECTION                                                                     PAGE


   Section 6.04   Control by Certificateholders ..............................36
   Section 6.05.  Waiver of Past Defaults ....................................36
   Section 6.06.  Right of Certificateholders to Receive Payments Not to
                  Be Impaired ................................................37
   Section 6.07.  Certificateholders May Not Bring Suit Except Under
                  Certain Conditions .........................................37
   Section 6.08.  Remedies Cumulative ........................................38

ARTICLE VII  THE TRUSTEE .....................................................38
   Section 7.01.  Certain Duties and Responsibilities ........................38
   Section 7.02.  Notice of Defaults .........................................39
   Section 7.03.  Certain Rights of Trustee ..................................39
   Section 7.04.  Not Responsible for Recitals or Issuance of
                  Certificates ...............................................40
   Section 7.05.  May Hold Certificates ......................................40
   Section 7.06.  Money Held in Trust ........................................40
   Section 7.07.  Compensation and Reimbursement .............................40
   Section 7.08.  Corporate Trustee Required; Eligibility ....................42
   Section 7.09   Resignation and Removal; Appointment of Successor ..........42
   Section 7.10.  Acceptance of Appointment by Successor .....................43
   Section 7.11.  Merger, Conversion, Consolidation or Succession to
                  Business ...................................................44
   Section 7.12.  Maintenance of Agencies ....................................44
   Section 7.13.  Money for Certificate Payments to Be Held in Trust .........45
   Section 7.14.  Registration of Equipment Notes in Name of
                  Subordination Agent ........................................45
   Section 7.15.  Representations and Warranties of Trustee ..................46
   Section 7.16.  Withholding Taxes, Information Reporting ...................46
   Section 7.17.  Trustee's Liens ............................................47
   Section 7.18.  Preferential Collection of Claims ..........................47

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE ...............47
   Section 8.01.  The Company to Furnish Trustee with Names and Addresses
                  of Certificateholders ......................................47
   Section 8.02.  Preservation of Information; Communications to
                  Certificateholders .........................................47
   Section 8.03.  Reports by Trustee .........................................48
   Section 8.04.  Reports by the Company .....................................48

ARTICLE IX  SUPPLEMENTAL AGREEMENTS ..........................................49
   Section 9.01.  Supplemental Agreements Without Consent of
                  Certificateholders .........................................49
   Section 9.02.  Supplemental Agreements with Consent of
                  Certificateholders .........................................50
   Section 9.03.  Documents Affecting Immunity or Indemnity ..................51
   Section 9.04.  Execution of Supplemental Agreements .......................51
   Section 9.05.  Effect of Supplemental Agreements ..........................51
   Section 9.06.  Conformity with Trust Indenture Act ........................52
   Section 9.07.  Reference in Certificates to Supplemental Agreements .......52


                                       ii
   5
SECTION                                                                     PAGE


ARTICLE X  AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS ..................52
   Section 10.01. Amendments and Supplements to Indentures and Financing
                  Documents ..................................................52

ARTICLE XI  TERMINATION OF TRUST .............................................53
   Section 11.01. Termination of the Trust ...................................53

ARTICLE XII  MISCELLANEOUS PROVISIONS ........................................55
   Section 12.01. Limitation on Rights of Certificateholders .................55
   Section 12.02. Certificates Nonassessable and Fully Paid ..................55
   Section 12.03. Notices ....................................................55
   Section 12.04. Governing Law ..............................................56
   Section 12.05. Severability of Provisions .................................57
   Section 12.06. Trust Indenture Act Controls ...............................57
   Section 12.07. Effect of Headings and Table of Contents ...................57
   Section 12.08. Successors and Assigns .....................................57
   Section 12.09. Benefits of Agreement ......................................57
   Section 12.10. Legal Holidays .............................................57
   Section 12.11. Counterparts ...............................................57
   Section 12.12. Intention of Parties .......................................57


Exhibit A     -   Form of Certificate
Exhibit B     -   Form of Certificate to Request Removal of Restricted Legend
Exhibit C     -   Form of Certificate to be Delivered by an Institutional
                  Accredited Investor
Exhibit D     -   Form of Assignment and Assumption Agreement
Exhibit E     -   Form of Notice to Withholding Agent


                                      iii
   6
                          PASS THROUGH TRUST AGREEMENT


            This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the
"Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and
WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of
America West Airlines Pass Through Trust, Series 2001-1C-O and the issuance of
8.37% America West Airlines Pass Through Trust, Series 2001-1C-O Pass Through
Certificates representing fractional undivided interests in the Trust.

                                   WITNESSETH:

            WHEREAS, the Company has obtained commitments from AVSA for the
delivery of certain Aircraft;

            WHEREAS, the Company intends to finance (or refinance) the
acquisition of the Aircraft either (i) through separate leveraged lease
transactions in which the Company will lease such aircraft (collectively, the
"Leased Aircraft") or (ii) through separate secured loan transactions in which
the Company will own such Aircraft (collectively, the "Owned Aircraft");

            WHEREAS, in the case of each Leased Aircraft, each Owner Trustee,
acting on behalf of the corresponding Owner Participant, will issue pursuant to
an Indenture, on a non-recourse basis, three series of Equipment Notes in order
to finance a portion of its purchase price of such Leased Aircraft;

            WHEREAS, in the case of each Owned Aircraft, the Company will issue
pursuant to an Indenture, on a recourse basis, three series of Equipment Notes
to finance a portion of the purchase price of such Owned Aircraft;

            WHEREAS, the Trustee, upon execution and delivery of this Agreement,
hereby declares the creation of the Trust for the benefit of the
Certificateholders, and the initial Certificateholders, as the grantors of the
Trust, by their respective acceptances of the Certificates, join in the creation
of this Trust with the Trustee;

            WHEREAS, all Certificates to be issued by the Trust will evidence
fractional undivided interests in the Trust and will convey no rights, benefits
or interests in respect of any property other than the Trust Property except for
those Certificates to which an Escrow Receipt has been affixed;

            WHEREAS, the Escrow Agent and the Initial Purchasers have
contemporaneously herewith entered into an Escrow Agreement with the Escrow
Paying Agent pursuant to which the Initial Purchasers have delivered to the
Escrow Agent the proceeds from the sale of the Certificates and have irrevocably
instructed the Escrow Agent to withdraw and pay funds from such proceeds upon
request and proper certification by the Trustee to purchase Equipment Notes;

            WHEREAS, the Escrow Agent on behalf of the Certificateholders has
contemporaneously herewith entered into a Deposit Agreement with the Depositary
under which
   7
                                      -2-


the Deposits referred to therein will be made and from which it will withdraw
funds to allow the Trustee to purchase Equipment Notes from time to time prior
to the Delivery Period Termination Date;

            WHEREAS, pursuant to the terms and conditions of this Agreement and
the Note Purchase Agreement, upon or following delivery of an Aircraft, the
Trustee on behalf of the Trust, using funds withdrawn under the Escrow
Agreement, may purchase an Equipment Note having the same interest rate as, and
final legal distribution date not later than the final Regular Distribution Date
of, the Certificates issued hereunder and shall hold such Equipment Note in
trust for the benefit of the Certificateholders;

            WHEREAS, to facilitate the sale of Equipment Notes to, and the
purchase of Equipment Notes by, the Trustee on behalf of the Trust, the Company
has duly authorized the execution and delivery of this Agreement as the
"issuer", as such term is defined in and solely for purposes of the Securities
Act, of the Certificates to be issued pursuant hereto and as the "obligor", as
such term is defined in and solely for purposes of the Trust Indenture Act of
1939, as amended, with respect to all such Certificates and is undertaking to
perform certain administrative and ministerial duties hereunder and is also
undertaking to pay the ongoing fees and expenses of the Trustee;

            WHEREAS, all of the conditions and requirements necessary to make
this Agreement, when duly executed and delivered, a valid, binding and legal
instrument, enforceable in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Agreement in the form and with the terms hereof have been in
all respects duly authorized; and

            WHEREAS, upon issuance of the Exchange Certificates, if any, or the
effectiveness of the Shelf Registration Statement, this Agreement, as amended or
supplemented from time to time, will be subject to the provisions of the Trust
Indenture Act of 1939, and shall, to the extent applicable, be governed by such
provisions;

            NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01.     Definitions.  For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

            (1)   the terms used in this Agreement, including in the recitals to
      this Agreement, that are defined in this Article have the meanings
      assigned to them in this Article, and include the plural as well as the
      singular;
   8
                                      -3-


            (2)   all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, or by the rules
      promulgated under the Trust Indenture Act, have the meanings assigned to
      them therein;

            (3)   all references in this Agreement to designated "Articles",
      "Sections", "Subsections" and other subdivisions are to the designated
      Articles, Sections, Subsections and other subdivisions of this Agreement;

            (4)   the words "herein", "hereof" and "hereunder" and other words
      of similar import refer to this Agreement as a whole and not to any
      particular Article, Section, SubSection or other subdivision; and

            (5)   unless the context otherwise requires, whenever the words
      "including", "include" or "includes" are used herein, it shall be deemed
      to be followed by the phrase "without limitation".

            Affiliate: Means, with respect to any specified Person, any other
      Person directly or indirectly controlling or controlled by or under direct
      or indirect common control with such Person. For the purposes of this
      definition, "control" means the power, directly or indirectly, to direct
      the management and policies of such Person, whether through the ownership
      of voting securities or by contract or otherwise, and the terms
      "controlling" and "controlled" have meanings correlative to the foregoing.

            Agent Members: Has the meaning specified in Section 3.05.

            Agreement: Has the meaning specified in the initial paragraph
      hereto.

            Aircraft: Has the meaning specified in the Note Purchase Agreement.

            Aircraft Purchase Agreement: Has the meaning specified in the Note
      Purchase Agreement.

            Applicable Delivery Date: Has the meaning specified in Section
      2.01(b).

            Applicable Participation Agreement: Has the meaning specified in
      Section 2.01(b).

            Assignment and Assumption Agreement: Means the assignment and
      assumption agreement substantially in the form of Exhibit D hereto to be
      executed and delivered in accordance with Section 11.01.

            Authorized Agent: Means any Paying Agent or Registrar for the
      Certificates.

            Avoidable Tax: Means a state or local tax (i) upon (w) the Trust,
      (x) the Trust Property, (y) Certificate-holders or (z) the Trustee for
      which the Trustee is entitled to seek reimbursement from the Trust
      Property, and (ii) which would be avoided if the Trustee were located in
      another state, or jurisdiction within a state, within the United
   9
                                      -4-


      States. A tax shall not be an Avoidable Tax if the Company or any Owner
      Trustee shall agree to pay, and shall pay, such tax.

            AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries.

            Business Day: Means any day other than a Saturday, a Sunday or a day
      on which commercial banks are required or authorized to close in Phoenix,
      Arizona, New York, New York, Wilmington, Delaware or, so long as any
      Certificate is outstanding, the city and state in which the Trustee or any
      Loan Trustee maintains its Corporate Trust Office or receives and
      disburses funds.

            Certificate: Means any one of the Initial Certificates or Exchange
      Certificates and any such Certificates issued in exchange therefor or
      replacement thereof pursuant to this Agreement.

            Certificate Account: Means the account or accounts created and
      maintained pursuant to Section 4.01(a).

            Certificate Purchase Agreement: Means the Purchase Agreement dated
      May 10, 2001, among the Initial Purchasers and the Company, as the same
      may be amended, supplemented or otherwise modified from time to time in
      accordance with its terms.

            Certificateholder or Holder: Means the Person in whose name a
      Certificate is registered in the Register.

            Class D Certificateholder: Means, at any time, any holder of one or
      more pass through certificates issued by the America West Airlines Pass
      Through Trust, Series 2001-1D.

            Clearstream: Means Clearstream Banking, societe anonyme, organized
      under Luxembourg law (formerly known as Cedelbank) or any successor
      thereto.

            Company: Means America West Airlines, Inc., a Delaware corporation,
      or its successor in interest pursuant to Section 5.02, or (only in the
      context of provisions hereof, if any, where such reference is required for
      purposes of compliance with the Trust Indenture Act) any other "obligor"
      (within the meaning of the Trust Indenture Act) with respect to the
      Certificates.

            Controlling Party: Has the meaning specified in the Intercreditor
      Agreement.

            Corporate Trust Office: With respect to the Trustee or any Loan
      Trustee, means the office of such trustee in the city at which at any
      particular time its corporate trust business shall be principally
      administered.

            Cut-off Date: Means the earlier of (a) the Delivery Period
      Termination Date and (b) the date on which a Triggering Event occurs.

            Definitive Certificates: Has the meaning specified in Section
      3.01(e).
   10
                                      -5-


            Delivery Date: Has the meaning specified in the Note Purchase
      Agreement.

            Delivery Notice: Has the meaning specified in the Note Purchase
      Agreement.

            Delivery Period Termination Date: Means the earlier of (a) August
      30, 2002, or, if the Equipment Notes relating to all of the Aircraft (or
      Substitute Aircraft in lieu thereof) have not been purchased by the
      Trustee and the Other Trustees on or prior to such date due to any reason
      beyond the control of the Company and not occasioned by the Company's
      fault or negligence, November 30, 2002 and (b) the date on which Equipment
      Notes issued with respect to all of the Aircraft (or Substitute Aircraft
      in lieu thereof) have been purchased by the Trustee and the Other Trustees
      in accordance with the Note Purchase Agreement.

            Deposits: Has the meaning specified in the Deposit Agreement.

            Deposit Agreement: Means the Deposit Agreement dated as of May 17,
      2001 relating to the Certificates between the Depositary and the Escrow
      Agent, as the same may be amended, supplemented or otherwise modified from
      time to time in accordance with its terms.

            Depositary: Means Citibank, N.A.

            Direction: Has the meaning specified in Section 1.04(a).

            Distribution Date: Means any Regular Distribution Date or Special
      Distribution Date as the context requires.

            DTC: Means The Depository Trust Company, its nominees and their
      respective successors.

            EBO Date: Means the date set forth on Schedule 1 to the Lease as the
      "EBO Date".

            Equipment Notes: Means the equipment notes issued under the
      Indentures.

            ERISA: Means the Employee Retirement Income Security Act of 1974, as
      amended from time to time, or any successor federal statute.

            ERISA Legend: Has the meaning specified in Section 3.12.

            Escrow Agent: Means, initially, Wilmington Trust Company.

            Escrow Agreement: Means the Escrow and Paying Agent Agreement dated
      as of May 17, 2001 relating to the Certificates, among the Escrow Agent,
      the Escrow Paying Agent, the Trustee and the Initial Purchasers, as the
      same may be amended, supplemented or otherwise modified from time to time
      in accordance with its terms.
   11
                                      -6-


            Escrow Paying Agent: Means the Person acting as paying agent under
      the Escrow Agreement.

            Escrow Receipt: Means the receipt substantially in the form annexed
      to the Escrow Agreement representing a fractional undivided interest in
      the funds held in escrow thereunder.

            Euroclear: Means Morgan Guaranty Trust Company of New York, Brussels
      Office, as operator of the Euroclear System.

            Event of Default: Means an Indenture Default under any Indenture
      pursuant to which Equipment Notes held by the Trust were issued.

            Exchange Certificates: Means the pass through certificates
      substantially in the form of Exhibit A hereto issued in exchange for the
      Initial Certificates pursuant to the Registration Rights Agreement and
      authenticated hereunder.

            Exchange Offer: Means the exchange offer which may be made pursuant
      to the Registration Rights Agreement to exchange Initial Certificates for
      Exchange Certificates.

            Exchange Offer Registration Statement: Means the registration
      statement that, pursuant to the Registration Rights Agreement, is filed by
      the Company with the SEC with respect to the exchange of Initial
      Certificates for Exchange Certificates.

            Final Legal Distribution Date: Means October 2, 2008.

            Final Withdrawal: Has the meaning specified in the Escrow Agreement.

            Final Withdrawal Date: Has the meaning specified in the Escrow
      Agreement.

            Final Withdrawal Notice: Has the meaning specified in Section 2.02.

            Financing Documents: With respect to any Equipment Note, means (i)
      the Indenture and the Participation Agreement relating to such Equipment
      Note, and (ii) in the case of any Equipment Note related to a Leased
      Aircraft, the Lease relating to such Leased Aircraft.

            Fractional Undivided Interest: Means the fractional undivided
      interest in the Trust that is evidenced by a Certificate.

            Global Certificates: Has the meaning specified in Section 3.01(d).

            Global Exchange Certificate: Has the meaning specified in Section
      3.01(f).

            Indenture: Means each of the separate trust indentures and mortgages
      relating to the Aircraft, each as specified or described in a Delivery
      Notice delivered pursuant to the Note Purchase Agreement or the related
      Participation Agreement, in each case as the
   12
                                      -7-


      same may be amended, supplemented or otherwise modified from time to time
      in accordance with its terms.

            Indenture Default: With respect to any Indenture, means any Event of
      Default (as such term is defined in such Indenture).

            Initial Certificates: Means the certificates issued and
      authenticated hereunder substantially in the form of Exhibit A hereto
      other than the Exchange Certificates.

            Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche Banc
      Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc.
      and Tokyo-Mitsubishi International plc.

            Institutional Accredited Investor: Means an institutional investor
      that is an "accredited investor" within the meaning set forth in Rule
      501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

            Intercreditor Agreement: Means the Intercreditor Agreement dated as
      of May 17, 2001 among the Trustee, the Other Trustees, the Liquidity
      Provider, the liquidity provider relating to the Certificates issued under
      (and as defined in) the Other Pass Through Trust Agreements, the Policy
      Provider, and Wilmington Trust Company, as Subordination Agent and as
      trustee thereunder, as amended, supplemented or otherwise modified from
      time to time in accordance with its terms.

            Investors: Means the Initial Purchasers together with all subsequent
      beneficial owners of the Certificates.

            Issuance Date: Means the date of the issuance of the Initial
      Certificates.

            Lease: Means, with respect to each Leased Aircraft, the lease
      between an Owner Trustee, as the lessor, and the Company, as the lessee,
      referred to in the related Indenture, as such lease may be amended,
      supplemented or otherwise modified in accordance with its terms.

            Leased Aircraft: Has the meaning specified in the second recital to
      this Agreement.

            Liquidity Facility: Means, initially, the Revolving Credit Agreement
      dated as of May 17, 2001 relating to the Certificates, between the
      Liquidity Provider and the Subordination Agent, as agent and trustee for
      the Trustee, and, from and after the replacement of such Agreement
      pursuant to the Intercreditor Agreement, the replacement liquidity
      facility therefor, in each case as amended, supplemented or otherwise
      modified from time to time in accordance with their respective terms.

            Liquidity Provider: Means, initially, Westdeutsche Landesbank
      Girozentrale, and any replacement or successor therefor appointed in
      accordance with the Intercreditor Agreement.
   13
                                      -8-


            Loan Trustee: With respect to any Equipment Note or the Indenture
      applicable thereto, means the bank or trust company designated as trustee
      under such Indenture, together with any successor to such trustee
      appointed pursuant thereto.

            Material Adverse Tax Event: Has the meaning specified in Section
      17.3(a)(4) of the Lease.

            Non-U.S. Person: Means a Person that is not a "U.S. person", as
      defined in Regulation S.

            Note Purchase Agreement: Means the Note Purchase Agreement dated as
      of May 17, 2001 among the Trustee, the Other Trustees, the Company, the
      Escrow Agent, the Escrow Paying Agent and the Subordination Agent,
      providing for, among other things, the purchase of Equipment Notes by the
      Trustee on behalf of the Trust, as the same may be amended, supplemented
      or otherwise modified from time to time, in accordance with its terms.

            Notice of Purchase Withdrawal: Has the meaning specified in the
      Deposit Agreement.

            Offering Circular: Means the Offering Memorandum dated May 10, 2001
      relating to the offering of the Certificates and the certificates issued
      under the Other Pass Through Trust Agreements.

            Officer's Certificate: Means a certificate signed, (a) in the case
      of the Company, by any Vice President or more senior officer of the
      Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a
      Responsible Officer of such Owner Trustee or such Loan Trustee, as the
      case may be.

            Opinion of Counsel: Means a written opinion of legal counsel who (a)
      in the case of counsel for the Company may be (i) the General Counsel of
      the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman &
      Kammholz LLP, or (iv) such other counsel designated by the Company and
      reasonably acceptable to the Trustee and (b) in the case of counsel for
      any Owner Trustee or any Loan Trustee may be such counsel as may be
      designated by any of them whether or not such counsel is an employee of
      any of them, and who shall be reasonably acceptable to the Trustee.

            Other Pass Through Trust Agreements: Means the other America West
      Airlines 2001-1 Pass Through Trust Agreement relating to the America West
      Airlines Pass Through Trust, Series 2001-1G-O and the America West
      Airlines Pass Through Trust, Series 2001-1D-O, dated the date hereof.

            Other Trustees: Means the trustees under the Other Pass Through
      Trust Agreements, and any successor or other trustee appointed as provided
      therein.

            Other Trusts: Means the America West Airlines Pass Through Trust,
      Series 2001-1G-O and the America West Airlines Pass Through Trust, Series
      2001-1D-O, created on the date hereof.
   14
                                      -9-


            Outstanding: When used with respect to Certificates, means, as of
      the date of determination, all Certificates theretofore authenticated and
      delivered under this Agreement, except:

                  (i) Certificates theretofore canceled by the Registrar or
            delivered to the Trustee or the Registrar for cancellation;

                  (ii) Certificates for which money in the full amount required
            to make the final distribution with respect to such Certificates
            pursuant to Section 11.01 hereof has been theretofore deposited with
            the Trustee in trust for the Holders of such Certificates as
            provided in Section 4.01 pending distribution of such money to such
            Certificateholders pursuant to payment of such final distribution;
            and

                  (iii) Certificates in exchange for or in lieu of which other
            Certificates have been authenticated and delivered pursuant to this
            Agreement.

            Owned Aircraft: Has the meaning specified in the second recital to
      this Agreement.

            Owner Participant: With respect to any Equipment Note relating to a
      Leased Aircraft, means the "Owner Participant" as referred to in the
      Indenture pursuant to which such Equipment Note is issued and any
      permitted successor or assign of such Owner Participant; and Owner
      Participants at any time of determination means all of the Owner
      Participants thus referred to in the Indentures.

            Owner Trustee: With respect to any Equipment Note relating to a
      Leased Aircraft, means the "Owner Trustee", as referred to in the
      Indenture pursuant to which such Equipment Note is issued, not in its
      individual capacity but solely as trustee; and Owner Trustees means all of
      the Owner Trustees party to any of the Indentures.

            Participation Agreement: Means each Participation Agreement to be
      entered into by the Trustee pursuant to the Note Purchase Agreement, as
      the same may be amended, supplemented or otherwise modified in accordance
      with its terms.

            Paying Agent: Means the paying agent maintained and appointed for
      the Certificates pursuant to Section 7.12.

            Permitted Investments: Means obligations of the United States of
      America or agencies or instrumentalities thereof for the payment of which
      the full faith and credit of the United States of America is pledged,
      maturing in not more than 60 days after the date of acquisition thereof or
      such lesser time as is required for the distribution of any Special
      Payments on a Special Distribution Date.

            Person: Means any person, including any individual, corporation,
      limited liability company, partnership, joint venture, association,
      joint-stock company, trust, trustee, unincorporated organization, or
      government or any agency or political subdivision thereof.
   15
                                      -10-


            Policy: Has the meaning specified in the Intercreditor Agreement.

            Policy Provider: Has the meaning specified in the Intercreditor
      Agreement.

            Policy Provider Agreement: Has the meaning specified in the
      Intercreditor Agreement.

            Policy Provider Default: Has the meaning specified in the
      Intercreditor Agreement.

            Pool Balance: Means, as of any date, (i) the original aggregate face
      amount of the Certificates less (ii) the aggregate amount of all payments
      made in respect of such Certificates other than payments made in respect
      of interest or premium thereon or reimbursement of any costs or expenses
      incurred in connection therewith. The Pool Balance as of any Distribution
      Date shall be computed after giving effect to the payment of principal, if
      any, on the Equipment Notes or other Trust Property held in such Trust and
      the distribution thereof to be made on such Distribution Date and the
      distribution of the Final Withdrawal to be made on such Distribution Date.

            Pool Factor: Means, as of any date, the quotient (rounded to the
      seventh decimal place) computed by dividing (i) the Pool Balance as at
      such date by (ii) the original aggregate face amount of the Certificates.
      The Pool Factor as of any Distribution Date shall be computed after giving
      effect to the payment of principal, if any, on the Equipment Notes or
      other Trust Property and the distribution thereof to be made on such
      Distribution Date and the distribution of the Final Withdrawal to be made
      on such Distribution Date.

            PTC Event of Default: Means any failure to pay within 10 Business
      Days of the due date thereof: (i) the outstanding Pool Balance on the
      Final Legal Distribution Date or (ii) interest due on the Certificates on
      any Distribution Date (unless the Subordination Agent shall have made an
      Interest Drawing or Drawings (as defined in the Intercreditor Agreement),
      or a withdrawal or withdrawals pursuant to Section 3.6(f) of the
      Intercreditor Agreement, with respect thereto in an aggregate amount
      sufficient to pay such interest and shall have distributed such amount to
      the Trustee).

            QIB: Means a qualified institutional buyer as defined in Rule 144A.

            Record Date: Means (i) for Scheduled Payments to be distributed on
      any Regular Distribution Date, other than the final distribution, the 15th
      day (whether or not a Business Day) preceding such Regular Distribution
      Date, and (ii) for Special Payments to be distributed on any Special
      Distribution Date, other than the final distribution, the 15th day
      (whether or not a Business Day) preceding such Special Distribution Date.

            Register and Registrar: Mean the register maintained and the
      registrar appointed pursuant to Sections 3.04 and 7.12.

            Registration Event: Means the declaration of the effectiveness by
      the SEC of the Exchange Offer Registration Statement or the Shelf
      Registration Statement.
   16
                                      -11-


            Registration Rights Agreement: Means the Exchange and Registration
      Rights Agreement dated as of May 17, 2001, among the Initial Purchasers,
      the Trustee, the Other Trustees and the Company, as amended, supplemented
      or otherwise modified from time to time in accordance with its terms.

            Regular Distribution Date: With respect to distributions of
      Scheduled Payments in respect of the Certificates, means each date
      designated as a Regular Distribution Date in the Certificates issued
      pursuant to this Agreement, until payment of all the Scheduled Payments to
      be made under the Equipment Notes held in the Trust have been made;
      provided, however, that, if any such day shall not be a Business Day, the
      related distribution shall be made on the next succeeding Business Day
      without additional interest.

            Regulation S: Means Regulation S under the Securities Act or any
      successor regulation thereto.

            Regulation S Definitive Certificates: Has the meaning specified in
      Section 3.01(e).

            Regulation S Global Certificates: Has the meaning specified in
      Section 3.01(d).

            Related Pass Through Trust Agreement: Means the Pass Through Trust
      Agreement relating to the America West Airlines Pass Through Trust, Series
      2001-1C-S, dated the date hereof, between the Company and the institution
      acting as trustee thereunder, which agreement becomes effective upon the
      execution and delivery of the Assignment and Assumption Agreement pursuant
      to Section 11.01.

            Related Trust: Means the America West Pass Through Trust, Series
      2001-1C-S, formed under the Related Pass Through Trust Agreement.

            Related Trustee: Means the trustee under the Related Pass Through
      Trust Agreement.

            Responsible Officer: With respect to the Trustee, any Loan Trustee
      and any Owner Trustee, means any officer in the Corporate Trust Office of
      the Trustee, Loan Trustee or Owner Trustee or any other officer
      customarily performing functions similar to those performed by the persons
      who at the time shall be such officers, respectively, or to whom any
      corporate trust matter is referred because of his knowledge of and
      familiarity with a particular subject.

            Restricted Definitive Certificates: Has the meaning specified in
      Section 3.01(e).

            Restricted Global Certificate: Has the meaning specified in Section
      3.01(c).

            Restricted Legend: Has the meaning specified in Section 3.02.

            Restricted Period: Has the meaning specified in Section 3.01(d).
   17
                                      -12-


            Rule 144A: Means Rule 144A under the Securities Act and any
      successor rule thereto.

            Scheduled Payment: With respect to any Equipment Note, means (i) any
      payment of principal or interest on or in respect of such Equipment Note
      (other than any such payment which is not in fact received by the
      Subordination Agent within five days of the date on which such payment is
      scheduled to be made) due from the obligor thereon or (ii) any payment of
      interest on the Certificates with funds drawn under any Liquidity Facility
      or any payment of interest on or principal of the Certificates with funds
      drawn under the Policy, which payment in any such case represents the
      installment of principal at the stated maturity of such installment of
      principal on such Equipment Note, the payment of regularly scheduled
      interest accrued on the unpaid principal amount of such Equipment Note, or
      both; provided that any payment of principal, premium, if any, or interest
      resulting from the redemption or purchase of any Equipment Note shall not
      constitute a Scheduled Payment.

            SEC: Means the Securities and Exchange Commission, as from time to
      time constituted or created under the United States Securities Exchange
      Act of 1934, as amended, or, if at any time after the execution of this
      instrument such Commission is not existing and performing the duties now
      assigned to it under the Trust Indenture Act, then the body performing
      such duties on such date.

            Securities Act: Means the United States Securities Act of 1933, as
      amended from time to time, or any successor thereto.

            Shelf Registration Statement: Means the shelf registration statement
      which may be required to be filed by the Company with the SEC pursuant to
      any Registration Rights Agreement, other than an Exchange Offer
      Registration Statement.

            Special Distribution Date: Means each date on which a Special
      Payment is to be distributed as specified in this Agreement; provided,
      however, that, if any such day shall not be a Business Day, the related
      distribution shall be made on the next succeeding Business Day without
      additional interest.

            Special Redemption Premium: Means the premium payable by the Company
      in respect of the Final Withdrawal pursuant to the Note Purchase
      Agreement.

            Special Payment: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note or Trust Indenture
      Estate (as defined in each Indenture) or Special Redemption Premium.

            Special Payments Account: Means the account or accounts created and
      maintained pursuant to Section 4.01(b).

            Subordination Agent: Has the meaning specified in the Intercreditor
      Agreement.

            Substitute Aircraft: Has the meaning specified in the Note Purchase
      Agreement.
   18
                                      -13-


            Tax: Means all license, recording, documentary, registration and
      other similar fees and all taxes, levies, imposts, duties, charges,
      assessments or withholdings of any nature whatsoever imposed by any Taxing
      Authority, together with any penalties, additions to tax, fines or
      interest thereon or additions thereto.

            Taxing Authority: Means any federal, state or local government or
      other taxing authority in the United States, any foreign government or any
      political subdivision or taxing authority thereof, any international
      taxing authority or any territory or possession of the United States or
      any taxing authority thereof.

            Transfer Date: Has the meaning specified in Section 11.01.

            Triggering Event: Has the meaning assigned to such term in the
      Intercreditor Agreement.

            Trust: Means the trust created by this Agreement, the estate of
      which consists of the Trust Property.

            Trust Indenture Act: Means the United States Trust Indenture Act of
      1939, as amended from time to time, or any successor thereto.

            Trust Property: Means (i) the Equipment Notes held as the property
      of the Trust and, subject to the Intercreditor Agreement, all monies at
      any time paid thereon and all monies due and to become due thereunder,
      (ii) funds from time to time deposited in the Certificate Account and the
      Special Payments Account and, subject to the Intercreditor Agreement, any
      proceeds from the sale by the Trustee pursuant to Article VI hereof of any
      Equipment Note and (iii) all rights of the Trust and the Trustee, on
      behalf of the Trust, under the Intercreditor Agreement, the Escrow
      Agreement, the Note Purchase Agreement and the Liquidity Facilities,
      including, without limitation, all rights to receive certain payments
      thereunder, and all monies paid to the Trustee on behalf of the Trust
      pursuant to the Intercreditor Agreement or the Liquidity Facilities,
      provided, that rights with respect to the Deposits or under the Escrow
      Agreement, except for the right to direct withdrawals for the purchase of
      Equipment Notes to be held herein, will not constitute Trust Property.

            Trustee: Means Wilmington Trust Company, or its successor in
      interest, and any successor or other trustee appointed as provided herein.

            Trustee's Lien: Has the meaning specified in Section 7.17.

            Unindemnified Tax: Means (i) any Tax imposed on the net income, net
      worth or capital, or any franchise Tax or similar doing business Tax, of
      the Pass Through Trustee (other than any such Tax imposed as a result of
      the Company's assumption of the Equipment Notes pursuant to the purchase
      of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any
      withholding Tax imposed by the United States (including, without
      limitation, any withholding Tax imposed by the United States which is
      imposed or increased as a result of the Pass Through Trustee failing to
      deliver to the Company any
   19
                                      -14-


      certificate or document necessary to establish that payments under this
      Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax.

            Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request,
no additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(e)) shall include:

            (1)   a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions in this
      Agreement relating thereto;

            (2)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (3)   a statement that, in the opinion of each such individual, he
      has made such examination or investigation as is necessary to enable him
      to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4)   a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

            Section 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters and any such Person may certify or give an opinion as to
such matters in one or several documents.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement or, in respect of the Certificates, this
Agreement, they may, but need not, be consolidated and form one instrument.

            Section 1.04. Directions of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement to be
   20
                                      -15-


given or taken by Certificateholders (a "Direction") may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Certificateholders in person or by an agent or proxy duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required pursuant to this Agreement,
to the Company or any Loan Trustee. Proof of execution of any such instrument or
of a writing appointing any such agent or proxy shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee, the Company
and any Loan Trustee, if made in the manner provided in this Section.

            (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.

            (c)   In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
Direction under this Agreement, Certificates owned by the Company or any
Affiliate thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination. In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates Outstanding,
such Certificates shall not be so disregarded, and (ii) if any amount of
Certificates so owned by any such Person have been pledged in good faith, such
Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company or any Affiliate thereof.

            (d)   For all purposes of this Agreement, all Initial Certificates
and all Exchange Certificates shall vote and take all other actions of
Certificateholders together as one series of Certificates.

            (e)   The Company may at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than 30
days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed, such Direction may be given before or
after such record date, but only the Certificateholders of record at the close
of business on such record date shall be deemed to be Certificateholders for the
purposes of determining whether Certificateholders of the requisite proportion
of Outstanding Certificates have authorized or agreed or consented to such
Direction, and for that purpose the Outstanding Certificates shall be computed
as of such record date; provided that no
   21
                                      -16-


such Direction by the Certificateholders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Agreement not later than one year after such record date.

            (f)   Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

            (g)   Except as otherwise provided in Section 1.04(c), Certificates
owned by or pledged to any Person shall have an equal and proportionate benefit
under the provisions of this Agreement, without preference, priority, or
distinction as among all of the Certificates.


                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                         ACQUISITION OF EQUIPMENT NOTES

            Section 2.01. Issuance of Certificates; Acquisition of Equipment
Notes. (a) The Trustee is hereby directed (i) to execute and deliver the
Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement
and the Note Purchase Agreement on or prior to the Issuance Date, each in the
form delivered to the Trustee by the Company and (ii) subject to the respective
terms thereof, to perform its obligations thereunder. Upon request of the
Company and the satisfaction or waiver of the closing conditions specified in
the Certificate Purchase Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Certificates in authorized denominations equaling
in the aggregate the amount set forth, with respect to the Trust, in Schedule II
to the Certificate Purchase Agreement evidencing the entire ownership interest
in the Trust, which amount equals the maximum aggregate principal amount of
Equipment Notes which may be purchased by the Trustee pursuant to the Note
Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and
3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates
in excess of the aggregate amount specified in this paragraph.

            (b)   On or after the Issuance Date, the Company may deliver from
time to time to the Trustee a Delivery Notice relating to one or more Equipment
Notes. After receipt of a Delivery Notice and in any case no later than one
Business Day prior to a Delivery Date as to which such Delivery Notice relates
(the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable
Delivery Date, on the Issuance Date), the Trustee shall (as and when specified
in the Delivery Notice) instruct the Escrow Agent to provide a Notice of
Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or
more Deposits on the Applicable Delivery Date in accordance with and to the
extent permitted by the terms of the Escrow Agreement and the Deposit Agreement
and (B) the payment of all, or a portion, of such Deposit or Deposits in an
amount equal in the aggregate to the purchase price of such Equipment Notes to
or on behalf of the Owner Trustee or the Company, as the case may be, issuing
such Equipment Notes, all as shall be described in the Delivery Notice; provided
that, if the Issuance Date is an Applicable Delivery Date, such purchase price
shall be paid from a portion of the proceeds of the sale of the Certificates.
The Trustee shall (as and when specified in such Delivery Notice), subject to
the conditions set forth in Section 2 of the Note Purchase
   22
                                      -17-


Agreement, enter into and perform its obligations under the Participation
Agreement specified in such Delivery Notice (the "Applicable Participation
Agreement") and cause such certificates, documents and legal opinions relating
to the Trustee to be duly delivered as required by the Applicable Participation
Agreement. If at any time prior to the Applicable Delivery Date, the Trustee
receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note
Purchase Agreement, then the Trustee shall give the Depositary (with a copy to
the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal
relating to such Deposit or Deposits on such Applicable Delivery Date. Upon
satisfaction of the conditions specified in the Note Purchase Agreement and the
Applicable Participation Agreement, the Trustee shall purchase the applicable
Equipment Notes with the proceeds of the withdrawals of one or more Deposits
made on the Applicable Delivery Date in accordance with the terms of the Deposit
Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable
Delivery Date with respect to such Applicable Participation Agreement, from a
portion of the proceeds of the sale of the Certificates). The purchase price of
such Equipment Notes shall equal the principal amount of such Equipment Notes.
Amounts withdrawn from such Deposit or Deposits in excess of the purchase price
of the Equipment Notes or to the extent not applied on the Applicable Delivery
Date to the purchase price of the Equipment Notes, shall be re-deposited by the
Trustee with the Depositary on the Applicable Delivery Date in accordance with
the terms of the Deposit Agreement.

            Section 2.02. Withdrawal of Deposits. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-Off Date, (i) (A) the
Trustee shall give the Escrow Agent notice that the Trustee's obligation to
purchase Equipment Notes under the Note Purchase Agreement has terminated and
instruct the Escrow Agent to provide a notice of Final Withdrawal to the
Depositary substantially in the form of Exhibit B to the Deposit Agreement (the
"Final Withdrawal Notice") and (B) the Trustee will make a demand upon the
Company under the Note Purchase Agreement for an amount equal to the Special
Redemption Premium, if applicable, such payment to be made on the Final
Withdrawal Date.

            Section 2.03. Acceptance by Trustee. The Trustee, upon the execution
and delivery of this Agreement, acknowledges its acceptance of all right, title
and interest in and to the Trust Property and declares that the Trustee holds
and will hold such right, title and interest for the benefit of all then present
and future Certificateholders, upon the trusts herein set forth. Subject to
Section 7.14, the Trustee shall take all actions reasonably necessary to effect
the registration of all such Equipment Notes in the name of the Subordination
Agent. By its payment for and acceptance of each Certificate issued to it under
this Agreement, each initial Certificateholder as grantor of the Trust thereby
joins in the creation and declaration of the Trust.

            Section 2.04. Limitation of Powers. The Trust is constituted solely
for the purpose of making the investment in the Equipment Notes, and, except as
set forth herein, the Trustee shall not be authorized or empowered to acquire
any other investments or engage in any other activities including without
limitation purchasing any Equipment Note issued in connection with the
redemption of outstanding Equipment Notes under any Indenture and, in
particular, the Trustee shall not be authorized or empowered to do anything that
would cause such Trust to fail to qualify as a "grantor trust" for federal
income tax purposes (including as subject to this restriction, acquiring any
Aircraft (as defined in the respective Indentures) by bidding such
   23
                                      -18-


Equipment Notes or otherwise, or taking any action with respect to any such
Aircraft once acquired).


                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.01. Title, Form, Denomination and Execution of
Certificates. (a) The Initial Certificates shall be known as the "8.37 % Initial
Pass Through Certificates, Series 2001-1C-O" and the Exchange Certificates shall
be known as the "8.37% Exchange Pass Through Certificates, Series 2001-1C-O", in
each case, of the Trust. Each Certificate will represent a fractional undivided
interest in the Trust and shall be substantially in the form set forth as
Exhibit A hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or officer's execution of the Certificates (provided that such
letters, numbers or other marks of identification and such legends or
endorsements are in a form acceptable to the Company). At the Escrow Agent's
request under the Escrow Agreement, the Trustee shall affix the corresponding
Escrow Receipt to each Certificate. In any event, any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
Certificate shall be permitted unless the Corresponding Escrow Receipt is
attached thereto and also is so transferred or exchanged. By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.

            (b)   The Initial Certificates shall be issued only in fully
registered form without coupons and only in denominations of $100,000 or
integral multiples of $1,000 in excess thereof, except that one Certificate may
be issued in a different denomination. The Exchange Certificates will be issued
in denominations of $1,000 or integral multiples thereof, except that one
Certificate may be issued in a different denomination. Each Certificate shall be
dated the date of its authentication. The aggregate Fractional Undivided
Interest of Certificates shall not at any time exceed $57,021,000.

            (c)   The Initial Certificates offered and sold in reliance on Rule
144A shall be issued in the form of one or more Global Certificates
substantially in the form of Exhibit A hereto with such applicable legends as
are provided for in Section 3.02 (each a "Restricted Global Certificate") duly
executed and authenticated by the Trustee as hereinafter provided. Such
Restricted Global Certificates shall be in registered form and be registered in
the name of a nominee of DTC and deposited with the Trustee, at its Corporate
Trust Office, as custodian for DTC. The aggregate principal amount of any
Restricted Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Restricted Global Certificate, as provided in Section 3.06 hereof, which
adjustments shall be conclusive as to the aggregate principal amount of any such
Global Certificate.
   24
                                      -19-


            (d)   The Initial Certificates offered and sold outside the United
States in reliance on Regulation S shall be issued in the form of one or more
global Certificates substantially in the form of Exhibit A hereto (each a
"Regulation S Global Certificate") duly executed and authenticated by the
Trustee as hereinafter provided. Such Regulation S Global Certificates shall be
in registered form and be registered in the name of a nominee of DTC and
deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC,
for credit initially and during the Restricted Period (hereinafter defined) to
the respective accounts of beneficial owners of such Certificates (or to such
other accounts as they may direct) at Morgan Guaranty Trust Company of New York,
Brussels office, as operator of Euroclear or Clearstream. As used herein, the
term "Restricted Period", with respect to the Regulation S Global Certificates
offered and sold in reliance on Regulation S, means the period of 40 consecutive
days beginning on and including the later of (i) the day on which the
Certificates are first offered to persons other than distributors (as defined in
Regulation S) in reliance on Regulation S and (ii) the date of the closing of
the offering under the Certificate Purchase Agreement. The aggregate principal
amount of any Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
DTC for such Global Certificate, as provided in Section 3.06 hereof, which
adjustments shall be conclusive as to the aggregate principal amount of any such
Global Certificate. The Restricted Global Certificate and Regulation S Global
Certificate are sometimes collectively referred to herein as the "Global
Certificates".

            (e)   Initial Certificates offered and sold to any Institutional
Accredited Investor which is not a QIB in a transaction exempt from registration
under the Securities Act (and other than as described in Section 3.01(d)) shall
be issued substantially in the form of Exhibit A hereto in definitive, fully
registered form without interest coupons with such applicable legends as are
provided for in Section 3.02 (the "Restricted Definitive Certificates") duly
executed and authenticated by the Trustee as hereinafter provided. Certificates
issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S
Global Certificate shall be issued in definitive, fully registered form without
interest coupons (the "Regulation S Definitive Certificates"). The Restricted
Definitive Certificates and the Regulation S Definitive Certificates are
sometimes collectively referred to herein as the "Definitive Certificates".

            (f)   The Exchange Certificates shall be issued in the form of one
or more global Certificates substantially in the form of Exhibit A hereto (each,
a "Global Exchange Certificate"), except that (i) the Restricted Legend
(hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall
contain such appropriate insertions, omissions, substitutions and other
variations from the form set forth in Exhibit A hereto relating to the nature of
the Exchange Certificates as the Responsible Officer of the Trustee executing
such Exchange Certificates on behalf of the Trust may determine, as evidenced by
such officer's execution on behalf of the Trust of such Exchange Certificates.
Such Global Exchange Certificates shall be in registered form and be registered
in the name of DTC and deposited with the Trustee, at its Corporate Trust
Office, as custodian for DTC. The aggregate principal amount of any Global
Exchange Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Global Exchange Certificate, which adjustments shall be conclusive as to the
aggregate principal amount of any such Global Exchange Certificate. Subject to
clause (i) and (ii) of the first sentence of this Section 3.01(f),
   25
                                      -20-


the terms hereof applicable to Restricted Global Certificates and/or Global
Certificates shall apply to the Global Exchange Certificates, mutatis mutandis.

            (g)   The Definitive Certificates shall be in registered form and
shall be typed, printed, lithographed or engraved or produced by any combination
of these methods or may be produced in any other manner, all as determined by
the officers executing such Certificates, as evidenced by their execution of
such Certificates.

            Section 3.02. Restrictive Legends. All Initial Certificates issued
pursuant to this Agreement for resale pursuant to Rule 144A or offered and sold
to any Institutional Accredited Investor which is not a QIB (including any
Global Certificate issued upon registration of transfer, in exchange for or in
lieu of such Certificates) shall be "Restricted Certificates" and shall bear a
legend to the following effect (the "Restricted Legend") unless the Company and
the Trustee determine otherwise consistent with applicable law:

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
      BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
      ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
      "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
      DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
      SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT
      A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION
      IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT
      IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF
      THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY
      AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH
      PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO
      AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
      COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
      STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
      SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
      BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES
      THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL
      DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
      TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE
      ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
      CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY
      AFFILIATE OF ANY OF SUCH
   26
                                      -21-


      PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
      REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
      CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
      TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
      THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST
      AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
      ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
      RESTRICTIONS.

            Each Global Certificate shall bear the following legend on the face
thereof:

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
      CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
      WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
      SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
      CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
      RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST
      AGREEMENT REFERRED TO HEREIN.

            Section 3.03. Authentication of Certificates. (a) On the Issuance
Date, the Trustee shall duly execute, authenticate and deliver Certificates in
authorized denominations equaling in the aggregate the amount set forth, with
respect to the Trust, in Schedule II to the Certificate Purchase Agreement,
evidencing the entire ownership of the Trust, which amount equals the maximum
aggregate principal amount of Equipment Notes which may be purchased by the
Trustee pursuant to the Note Purchase Agreement.

            (b)   No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Trustee by the manual signature of one of
its authorized signatories, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.
   27
                                      -22-


            (c)   Certificates bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Trustee shall be valid and binding obligations of the
Trust notwithstanding that such individual has ceased to be so authorized prior
to the authentication and delivery of such Certificates or did not hold such
office on the date of such Certificates.

            Section 3.04. Transfer and Exchange. The Trustee shall cause to be
kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") of the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of such Certificates and of transfers and
exchanges of such Certificates as herein provided. The Trustee shall initially
be the registrar (the "Registrar") for the purpose of registering such
Certificates and transfers and exchanges of such Certificates as herein
provided. The Company, upon notice to the Trustee, may change the Registrar at
any time.

            All Certificates issued upon any registration of transfer or
exchange of Certificates shall be valid obligations of the Trust, evidencing the
same interest therein, and entitled to the same benefits under this Trust
Agreement, as the Certificates surrendered upon such registration of transfer or
exchange.

            A Certificateholder may transfer a Certificate, or request that a
Certificate be exchanged for Certificates in an aggregate Fractional Undivided
Interest equal to the Fractional Undivided Interest of such Certificate
surrendered for exchange of other authorized denominations, by surrender of such
Certificate to the Trustee with the form of transfer notice thereon duly
completed and executed, and otherwise complying with the terms of this
Agreement, including providing evidence of compliance with any restrictions on
transfer, in form satisfactory to the Trustee and the Registrar; provided that
no exchanges of Initial Certificates for Exchange Certificates shall occur until
an Exchange Offer Registration Statement shall have been declared effective by
the SEC (notice of which shall be provided to the Trustee by the Company). No
such transfer shall be effected until, and such transferee shall succeed to the
rights of a Certificateholder only upon, final acceptance and registration of
the transfer by the Registrar in the Register. Prior to the registration of any
transfer by a Certificateholder as provided herein, the Trustee shall treat the
person in whose name the Certificate is registered as the owner thereof for all
purposes, and the Trustee shall not be affected by notice to the contrary.
Furthermore, DTC shall, by acceptance of a Global Certificate, agree that
transfers of beneficial interests in such Global Certificate may be effected
only through a book-entry system maintained by DTC (or its agent) and that
ownership of a beneficial interest in the Certificate shall be required to be
reflected in a book-entry. When Certificates are presented to the Registrar with
a request to register the transfer thereof or to exchange them for other
authorized denominations of a Certificate in a Fractional Undivided Interest
equal to the aggregate Fractional Undivided Interest of Certificates surrendered
for exchange, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met.

            To permit registrations of transfers and exchanges in accordance
with the terms, conditions and restrictions hereof, the Trustee shall execute
and authenticate Certificates at the Registrar's request. No service charge
shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum
sufficient to
   28
                                      -23-


cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates. All Certificates surrendered for
registration of transfer or exchange shall be canceled and subsequently
destroyed by the Trustee.

            Section 3.05. Book-Entry Provisions for Restricted Global
Certificates and Regulation S Global Certificates. (a) Members of, or
participants in, DTC ("Agent Members") shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the
Trustee as its custodian, and DTC may be treated by the Trustee and any agent of
the Trustee as the absolute owner of such Global Certificate for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trustee or any agent of the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or shall impair, as
between DTC and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Certificate. Upon the
issuance of any Global Certificate, the Registrar or its duly appointed agent
shall record DTC as the registered holder of such Global Certificate.

            (b)   Transfers of any Global Certificate shall be limited to
transfers of such Restricted Global Certificate or Regulation S Global
Certificate in whole, but not in part, to DTC. Beneficial interests in the
Restricted Global Certificate and any Regulation S Global Certificate may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 3.06. Beneficial interests in a Restricted Global
Certificate or a Regulation S Global Certificate shall be delivered to all
beneficial owners thereof in the form of Restricted Definitive Certificates or
Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies
the Trustee that it is unwilling or unable to continue as depositary for such
Restricted Global Certificate or Regulation S Global Certificate, as the case
may be, and a successor depositary is not appointed by the Trustee within 90
days of such notice, and (ii) after the occurrence and during the continuance of
an Event of Default, owners of beneficial interests in a Global Certificate with
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust advise the Trustee, the Company and DTC through Agent Members in
writing that the continuation of a book-entry system through DTC or its
successor is no longer in their best interests.

            (c)   Any beneficial interest in one of the Global Certificates that
is transferred to a Person who takes delivery in the form of an interest in
another Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in the other Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.

            (d)   In connection with the transfer of an entire Restricted Global
Certificate or an entire Regulation S Global Certificate to the beneficial
owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, shall
be deemed to be surrendered to the Trustee for cancellation, and the Trustee
shall execute, authenticate and deliver, to each beneficial owner identified by
DTC in exchange for its beneficial interest in such Restricted Global
Certificate or Regulation S Global Certificate, as the case may be, an equal
aggregate principal amount of Restricted Definitive Certificates or Regulation S
Definitive Certificates, as the case may be, of
   29
                                      -24-


authorized denominations. None of the Company, the Registrar, the Paying Agent
nor the Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
registration instructions. Upon the issuance of Definitive Certificates, the
Trustee shall recognize the Person in whose name the Definitive Certificates are
registered in the Register as Certificateholders hereunder. Neither the Company
nor the Trustee shall be liable if the Trustee or the Company is unable to
locate a qualified successor clearing agency.

            (e)   Any Definitive Certificate delivered in exchange for an
interest in the Restricted Global Certificate pursuant to paragraph (b) of this
Section 3.05 shall, except as otherwise provided by paragraph (e) of Section
3.06, bear the Restricted Legend.

            (f)   Prior to the expiration of the Restricted Period, any
Regulation S Definitive Certificate delivered in exchange for an interest in a
Regulation S Global Certificate pursuant to paragraph (b) of this Section shall
bear the Restricted Legend.

            (g)   The registered holder of any Restricted Global Certificate or
Regulation S Global Certificate may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Agreement or the Certificates.

            Section 3.06. Special Transfer Provisions. Unless and until (i) an
Initial Certificate is sold under an effective Shelf Registration Statement, or
(ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to
an effective Exchange Offer Registration Statement, in each case pursuant to the
terms of the Registration Rights Agreement, the following provisions shall apply
to such Initial Certificates:

            (a)   Transfers to Non-QIB Institutional Accredited Investors. The
      following provisions shall apply with respect to the registration of any
      proposed transfer of a Certificate to any Institutional Accredited
      Investor which is neither a QIB nor a Non-U.S. Person:

                  (i) The Registrar shall register the transfer of any
            Certificate, whether or not bearing the Restricted Legend, only if
            (x) the requested transfer is at least two years after the later of
            the original issue date of the Certificates and the last date on
            which such Certificate was held by the Company, the Trustee or any
            affiliate of any of such Persons or (y) the proposed transferor is
            an Initial Purchaser who is transferring Certificates purchased
            under the Certificates Purchase Agreement and the proposed
            transferee has delivered to the Registrar a letter substantially in
            the form of Exhibit C hereto and the aggregate principal amount of
            the Certificates being transferred is at least $100,000. Except as
            provided in the foregoing clause (y), the Registrar shall not
            register the transfer of any Certificate to any Institutional
            Accredited Investor which is neither a QIB nor a Non-U.S. Person.

                  (ii) If the proposed transferor is an Agent Member holding a
            beneficial interest in a Restricted Global Certificate, upon receipt
            by the Registrar of (x) the documents, if any, required by paragraph
            (i) and (y) instructions given in
   30
                                      -25-


            accordance with DTC's and the Registrar's procedures, the Registrar
            shall reflect on its books and records the date of the transfer and
            a decrease in the principal amount of such Restricted Global
            Certificate in an amount equal to the principal amount of the
            beneficial interest in such Restricted Global Certificate to be
            transferred, and the Trustee shall execute, authenticate and deliver
            to the transferor or at its direction, one or more Restricted
            Definitive Certificates of like tenor and amount.

            (b)   Transfers to QIBs.  The following provisions shall apply with
      respect to the registration of any proposed transfer of an Initial
      Certificate to a QIB (excluding Non-U.S. Persons):

                  (i) If the Certificate to be transferred consists of
            Restricted Definitive Certificates, or of an interest in any
            Regulation S Global Certificate during the Restricted Period, the
            Registrar shall register the transfer if such transfer is being made
            by a proposed transferor who has checked the box provided for on the
            form of Initial Certificate stating, or has otherwise advised the
            Trustee and the Registrar in writing, that the sale has been made in
            compliance with the provisions of Rule 144A to a transferee who has
            signed the certification provided for on the form of Initial
            Certificate stating, or has otherwise advised the Trustee and the
            Registrar in writing, that it is purchasing the Initial Certificate
            for its own account or an account with respect to which it exercises
            sole investment discretion and that it, or the Person on whose
            behalf it is acting with respect to any such account, is a QIB
            within the meaning of Rule 144A, and is aware that the sale to it is
            being made in reliance on Rule 144A and acknowledges that it has
            received such information regarding the Trust and/or the Company as
            it has requested pursuant to Rule 144A or has determined not to
            request such information and that it is aware that the transferor is
            relying upon its foregoing representations in order to claim the
            exemption from registration provided by Rule 144A.

                  (ii) Upon receipt by the Registrar of the documents required
            by clause (i) above and instructions given in accordance with DTC's
            and the Registrar's procedures therefor, the Registrar shall reflect
            on its books and records the date of such transfer and an increase
            in the principal amount of a Restricted Global Certificate in an
            amount equal to the principal amount of the Restricted Definitive
            Certificates or interests in such Regulation S Global Certificate,
            as the case may be, being transferred, and the Trustee shall cancel
            such Definitive Certificates or decrease the amount of such
            Regulation S Global Certificate so transferred.

            (c)   Transfers of Interests in the Regulation S Global Certificate
      or Regulation S Definitive Certificates. After the expiration of the
      Restricted Period, the Registrar shall register any transfer of interests
      in any Regulation S Global Certificate or Regulation S Definitive
      Certificates without requiring any additional certification. Until the
      expiration of the Restricted Period, interests in the Regulation S Global
      Certificate may only be held through Agent Members acting for and on
      behalf of Euroclear and Clearstream.
   31
                                      -26-


            (d)   Transfers to Non-U.S. Persons at Any Time. The following
      provisions shall apply with respect to any registration of any transfer of
      an Initial Certificate to a Non-U.S. Person:

                  (i) Prior to the expiration of the Restricted Period, the
            Registrar shall register any proposed transfer of an Initial
            Certificate to a Non-U.S. Person upon receipt of a certificate
            substantially in the form set forth as Exhibit B hereto from the
            proposed transferor.

                  (ii) After the expiration of the Restricted Period, the
            Registrar shall register any proposed transfer to any Non-U.S.
            Person if the Certificate to be transferred is a Restricted
            Definitive Certificate or an interest in a Restricted Global
            Certificate, upon receipt of a certificate substantially in the form
            of Exhibit B from the proposed transferor. The Registrar shall
            promptly send a copy of such certificate to the Company.

                  (iii) Upon receipt by the Registrar of (x) the documents, if
            any, required by clause (ii) and (y) instructions in accordance with
            DTC's and the Registrar's procedures, the Registrar shall reflect on
            its books and records the date of such transfer and a decrease in
            the principal amount of such Restricted Global Certificate in an
            amount equal to the principal amount of the beneficial interest in
            such Restricted Global Certificate to be transferred, and, upon
            receipt by the Registrar of instructions given in accordance with
            DTC's and the Registrar's procedures, the Registrar shall reflect on
            its books and records the date and an increase in the principal
            amount of the Regulation S Global Certificate in an amount equal to
            the principal amount of the Restricted Definitive Certificate or the
            Restricted Global Certificate, as the case may be, to be
            transferred, and the Trustee shall cancel the Definitive
            Certificate, if any, so transferred or decrease the amount of such
            Restricted Global Certificate.

            (e)   Restricted Legend. Upon the transfer, exchange or replacement
      of Certificates not bearing the Restricted Legend, the Registrar shall
      deliver Certificates that do not bear the Restricted Legend. Upon the
      transfer, exchange or replacement of Certificates bearing the Restricted
      Legend, the Registrar shall deliver only Certificates that bear the
      Restricted Legend unless either (i) the circumstances contemplated by
      paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to
      the Registrar an Opinion of Counsel to the effect that neither such legend
      nor the related restrictions on transfer are required in order to maintain
      compliance with the provisions of the Securities Act.

            (f)   General. By acceptance of any Certificate bearing the
      Restricted Legend, each Holder of such a Certificate acknowledges the
      restrictions on transfer of such Certificate set forth in this Agreement
      and agrees that it will transfer such Certificate only as provided in this
      Agreement. The Registrar shall not register a transfer of any Certificate
      unless such transfer complies with the restrictions on transfer, if any,
      of such Certificate set forth in this Agreement. In connection with any
      transfer of Certificates, each Certificateholder agrees by its acceptance
      of the Certificates to furnish the Registrar
   32
                                      -27-


      or the Trustee such certifications, legal opinions or other information as
      either of them may reasonably require to confirm that such transfer is
      being made pursuant to an exemption from, or a transaction not subject to,
      the registration requirements of the Securities Act and in accordance with
      the terms and provisions of this Article III; provided that the Registrar
      shall not be required to determine the sufficiency of any such
      certifications, legal opinions or other information.

            Until such time as no Certificates remain Outstanding, the Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the
Registrar at such time, shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.

            Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Registrar or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Registrar and the Trustee such
security, indemnity or bond, as may be required by them to save each of them
harmless, then, in the absence of notice to the Registrar or the Trustee that
such destroyed, lost or stolen Certificate has been acquired by a protected
purchaser, and provided that the requirements of Section 8-405 of the Uniform
Commercial Code in effect in any applicable jurisdiction are met, the Trustee
shall execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest and bearing a number not contemporaneously outstanding.

            In connection with the issuance of any new Certificate under this
Section 3.07, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.

            Any duplicate Certificate issued pursuant to this Section 3.07 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

            Section 3.08. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Trustee, the Registrar and any
Paying Agent may treat the Person in whose name any Certificate is registered
(as of the day of determination) as the owner of such Certificate for the
purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

            Section 3.09. Cancellation. All Certificates surrendered for payment
or transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the
   33
                                      -28-


Registrar, be delivered to the Registrar for cancellation and shall promptly be
canceled by it. No Certificates shall be authenticated in lieu of or in exchange
for any Certificates canceled as provided in this Section, except as expressly
permitted by this Agreement. All canceled Certificates held by the Registrar
shall be destroyed and a certification of their destruction delivered to the
Trustee.

            Section 3.10. Temporary Certificates. Until definitive Certificates
are ready for delivery, the Trustee shall authenticate temporary Certificates.
Temporary Certificates shall be substantially in the form of definitive
Certificates but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the officers executing the temporary
Certificates, as evidenced by their execution of such temporary Certificates. If
temporary Certificates are issued, the Trustee will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
office or agency of the Trustee designated for such purpose pursuant to Section
7.12, without charge to the Certificateholder. Upon surrender for cancellation
of any one or more temporary Certificates, the Trustee shall execute,
authenticate and deliver in exchange therefor a like face amount of definitive
Certificates of authorized denominations. Until so exchanged, the temporary
Certificates shall be entitled to the same benefits under this Agreement as
definitive Certificates.

            Section 3.11. Limitation of Liability for Payments. All payments and
distributions made to Certificateholders in respect of the Certificates shall be
made only from the Trust Property and only to the extent that the Trustee shall
have sufficient income or proceeds from the Trust Property to make such payments
in accordance with the terms of Article IV of this Agreement. Each
Certificateholder, by its acceptance of a Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property for any payment or
distribution due to such Certificateholder pursuant to the terms of this
Agreement and that it will not have any recourse to the Company, the Trustee,
the Loan Trustees, the Liquidity Provider, the Owner Trustees or the Owner
Participants, except as otherwise expressly provided herein or in the
Intercreditor Agreement.

            The Company is a party to this Agreement solely for purposes of
meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder (except as otherwise expressly
provided herein).

            Section 3.12 ERISA Restrictive Legend. All Certificates issued
pursuant to this Agreement shall bear a legend to the following effect (the
"ERISA Legend") unless the Company and the Trustee determine otherwise
consistent with applicable law:

"BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE
AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR
MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS
THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING
   34
                                      -29-


THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING RESTRICTIONS."

            By acceptance of any Certificate bearing the ERISA Legend, each
Holder of such a Certificate acknowledges the restrictions on transfer of such
Certificate set forth in this Agreement and agrees that it will transfer such
Certificate only as provided in this Agreement. The Trustee shall not register a
transfer of any Certificate unless such transfer complies with the restrictions
on transfer, if any, of such Certificate set forth in such legend.


                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

            Section 4.01. Certificate Account and Special Payments Account. (a)
The Trustee shall establish and maintain on behalf of the Certificateholders a
Certificate Account as one or more non-interest-bearing accounts. The Trustee
shall hold the Certificate Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when a Scheduled Payment is made to the
Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof
shall immediately deposit the aggregate amount of such Scheduled Payment in the
Certificate Account.

            (b)   The Trustee shall establish and maintain on behalf of the
Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest bearing except as provided in Section 4.04. The Trustee
shall hold the Special Payments Account in trust for the benefit of the
Certificateholders and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when one or more Special Payments are
made to the Trustee under the Intercreditor Agreement and upon the payment of
the Special Redemption Premium to the Trustee under the Note Purchase Agreement,
the Trustee, upon receipt thereof, shall immediately deposit the aggregate
amount of such Special Payments in the Special Payments Account.

            (c)   The Trustee shall cause the Subordination Agent to present to
the related Loan Trustee of each Equipment Note such Equipment Note on the date
of its stated final maturity or, in the case of any Equipment Note which is to
be redeemed in whole pursuant to the related Indenture, on the applicable
redemption date under such Indenture.

            Section 4.02. Distributions from Certificate Account and Special
Payments Account. (a) On each Regular Distribution Date or as soon thereafter as
the Trustee has confirmed receipt of the payment of all or any part of the
Scheduled Payments due on such date, the Trustee shall distribute out of the
Certificate Account the entire amount deposited therein pursuant to Section
4.01(a). There shall be so distributed to each Certificateholder of record on
the Record Date with respect to such Regular Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check mailed to
such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the
Certificate Account, except that, with respect to Certificates registered on the
Record Date in the
   35
                                      -30-


name of DTC, such distribution shall be made by wire transfer in immediately
available funds to the account designated by DTC.

            (b)   On each Special Distribution Date with respect to any Special
Payment or as soon thereafter as the Trustee has confirmed receipt of any
Special Payments due on the Equipment Notes held in the related Trust or
realized upon the sale of such Equipment Notes or receipt of the Special
Redemption Premium, the Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the Special
Payments Account on account of such Special Payment, except that, with respect
to Certificates registered on the Record Date in the name of DTC, such
distribution shall be made by wire transfer in immediately available funds to
the account designated by DTC.

            (c)   The Trustee shall cause notice of each Special Payment to be
mailed to each Certificateholder at his address as it appears in the Register.
In the event of redemption or purchase of Equipment Notes held in the Trust,
such notice shall be mailed not less than 20 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase. In the event of the payment of a Special Redemption Premium by the
Company to the Trustee under the Note Purchase Agreement, such notice shall be
mailed, together with the notice by the Escrow Paying Agent under Section 2.06
of the Escrow Agreement, not less than 20 days prior to the Special Distribution
Date for such amount, which Special Distribution Date shall be the Final
Withdrawal Date. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Trustee has confirmed that it has
received funds for such Special Payment, stating the Special Distribution Date
for such Special Payment which shall occur not less than 20 days after the date
of such notice and as soon as practicable thereafter. Notices mailed by the
Trustee shall set forth:

            (i) the Special Distribution Date and the Record Date therefor
      (except as otherwise provided in Section 11.01),

            (ii) the amount of the Special Payment for each $1,000 face amount
      Certificate and the amount thereof constituting principal, premium, if
      any, and interest,

            (iii) the reason for the Special Payment, and

            (iv) if the Special Distribution Date is the same date as a Regular
      Distribution Date, the total amount to be received on such date for each
      $1,000 face amount Certificate.

If the amount of (i) premium, if any, payable upon the redemption or purchase of
an Equipment Note or (ii) the Special Redemption Premium, if any, has not been
calculated at the time that the
   36
                                      -31-


Trustee mails notice of a Special Payment, it shall be sufficient if the notice
sets forth the other amounts to be distributed and states that any premium
received will also be distributed.

            If any redemption of the Equipment Notes held in the Trust is
canceled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

            Section 4.03. Statements to Certificateholders. (a) On each
Distribution Date, the Trustee will include with each distribution to
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below (in the case of a
Special Payment, including any Special Redemption Premium, reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Certificate as to (ii),
(iii), (iv) and (v) below) the following information:

            (i) the aggregate amount of funds distributed on such Distribution
      Date hereunder and under the Escrow Agreement, indicating the amount
      allocable to each source;

            (ii) the amount of such distribution hereunder allocable to
      principal and the amount allocable to premium (including the Special
      Redemption Premium), if any;

            (iii) the amount of such distribution hereunder allocable to
      interest; and

            (iv) the amount of such distribution under the Escrow Agreement
      allocable to interest;

            (v) the amount of such distribution under the Escrow Agreement
      allocable to Deposits; and

            (vi) the Pool Balance and the Pool Factor.

            With respect to the Certificates registered in the name of DTC, on
the Record Date prior to each Distribution Date, the Trustee will request that
DTC post on its internet bulletin board a securities position listing setting
forth the names of all Agent Members reflected on DTC's books as holding
interests in the Certificates on such Record Date.

            (b)   Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the Trustee
shall furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
above for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for such
portion of such year, and such other items as are readily available to the
Trustee and which a Certificateholder shall reasonably request as necessary for
the purpose of such Certificateholder's preparation of its federal income tax
returns. Such statement and such other items shall be prepared on the basis of
information supplied to the Trustee by the Agent Members and shall be delivered
by the Trustee to such Agent Members to be available for forwarding by such
Agent Members to the holders of interests in the Certificates in the manner
described in Section 4.03(a).
   37
                                      -32-


            (c)   Promptly following (i) the Delivery Period Termination Date,
if there has been any change in the information set forth in clauses (x), (y)
and (z) below from that set forth on page 56 of the Offering Circular, and (ii)
any early redemption or purchase of, or any default in the payment of principal
or interest in respect of, any of the Equipment Notes held in the Trust, or any
Final Withdrawal, the Trustee shall furnish to Certificateholders of record on
such date a statement setting forth (x) the expected Pool Balances for each
subsequent Regular Distribution Date following the Delivery Period Termination
Date, (y) the related Pool Factors for such Regular Distribution Dates and (z)
the expected principal distribution schedule of the Equipment Notes, in the
aggregate, held as Trust Property at the date of such notice. With respect to
the Certificates registered in the name of DTC, on the Delivery Period
Termination Date, the Trustee will request from DTC a securities position
listing setting forth the names of all Agent Members reflected on DTC's books as
holding interests in the Certificates on such date. The Trustee will mail to
each such Agent Member the statement described above and will make available
additional copies as requested by such Agent Member for forwarding to holders of
interests in the Certificates.

            Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested in Permitted Investments by the Trustee pending
distribution of such Special Payment pursuant to Section 4.02. Any investment
made pursuant to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be used to
make the payment required under Section 4.02 on the applicable Special
Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The Trustee shall have no liability with respect to any
investment made pursuant to this Section 4.04, other than by reason of the
willful misconduct or negligence of the Trustee. All income and earnings from
such investments shall be distributed on such Special Distribution Date as part
of such Special Payment.


                                    ARTICLE V

                                   THE COMPANY

            Section 5.01. Maintenance of Corporate Existence. The Company, at
its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, except as
permitted by Section 5.02.

            Section 5.02. Consolidation, Merger, etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

            (a)   the corporation formed by such consolidation or into which the
      Company is merged or the Person that acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      be (i) organized and validly existing under the laws of the United States
      of America or any state thereof or the District of Columbia, (ii) a
      "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as
      amended, and (iii) a United States certificated air carrier, if and so
      long as such status is a condition
   38
                                      -33-


      of entitlement to the benefits of Section 1110 of the Bankruptcy Reform
      Act of 1978, as amended (11 U.S.C. Section 1110);

            (b)   the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      execute and deliver to the Trustee a duly authorized, valid, binding and
      enforceable agreement in form and substance reasonably satisfactory to the
      Trustee containing an assumption by such successor corporation or Person
      of the due and punctual performance and observance of each covenant and
      condition of this Agreement, the Other Pass Through Trust Agreements and
      each Financing Document to be performed or observed by the Company; and

            (c)   the Company shall have delivered to the Trustee an Officer's
      Certificate of the Company reasonably satisfactory to the Trustee, stating
      that such consolidation, merger, conveyance, transfer or lease and the
      assumption agreement mentioned in clause (b) above comply with this
      Section 5.02 and that all conditions precedent herein provided for
      relating to such transaction have been complied with.

            Upon any consolidation or merger, or any conveyance, transfer or
lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor corporation or Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Agreement with
the same effect as if such successor corporation or Person had been named as the
Company herein. No such conveyance, transfer or lease of substantially all of
the assets of the Company as an entirety shall have the effect of releasing any
successor corporation or Person which shall have become such in the manner
prescribed in this Section 5.02 from its liability in respect of this Agreement
and any Financing Document to which it is a party.


                                   ARTICLE VI

                                     DEFAULT

            Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the
occurrence and during the continuation of any Indenture Default under any
Indenture, with ten days' written notice to the Trustee and each
Certificateholder, the Trustee may, to the extent it is the Controlling Party at
such time (as determined pursuant to the Intercreditor Agreement), direct the
exercise of remedies as provided in the Intercreditor Agreement.

            (b) Purchase Rights of Certificateholders. (i) At any time within
      180 days after the occurrence and during the continuation of a Triggering
      Event, each Certificateholder shall have the right to purchase, for the
      purchase price set forth in the Class G Trust Agreement, all, but not less
      than all, of the Class G Certificates upon ten days' written notice to the
      Class G Trustee and each other Certificateholder, provided that (i) if
      prior to the end of such ten-day period any other Certificateholder
      notifies such purchasing Certificateholder that such other
      Certificateholder wants to participate in such purchase, then such other
      Certificateholder may join with the purchasing Certificateholder to
   39
                                      -34-


      purchase all, but not less than all, of the Class G Certificates pro rata
      based on the Fractional Undivided Interest in the Trust held by each such
      Certificateholder and (ii) if prior to the end of such ten-day period any
      other Certificateholder fails to notify the purchasing Certificateholder
      of such other Certificateholder's desire to participate in such a
      purchase, then such other Certificateholder shall lose its right to
      purchase the Class G Certificates pursuant to this Section 6.01(b);

            (ii) by acceptance of its Certificate, each Certificateholder agrees
      that at any time within 180 days after the occurrence and during the
      continuation of a Triggering Event, each Class D Certificateholder shall
      have the right (which shall not expire upon any purchase of the Class G
      Certificates pursuant to clause (b)(i) above) to purchase all, but not
      less than all, of the Class G Certificates and the Certificates upon ten
      days' written notice to the Class G Trustee and the Trustee and each other
      Class D Certificateholder, provided that (1) if prior to the end of such
      ten-day period any other Class D Certificateholder notifies such
      purchasing Class D Certificateholder that such other Class D
      Certificateholder wants to participate in such purchase, then such other
      Class D Certificateholder may join with the purchasing Class D
      Certificateholder to purchase all, but not less than all, of the Class G
      Certificates and the Certificates pro rata based on the Fractional
      Undivided Interest in the Class D Trust, taken as a whole, held by each
      such Class D Certificateholder and (2) if prior to the end of such ten day
      period any other Class D Certificateholder fails to notify the purchasing
      Class D Certificateholder of such other Class D Certificateholder's desire
      to participate in such a purchase, then such other Class D
      Certificateholder shall lose its right to purchase the Certificates
      pursuant to this Section 6.01(b); and

            (iii) by acceptance of its Certificate, each Certificateholder
      agrees that at any time after 180 days have elapsed since the occurrence
      of a Triggering Event that is continuing, regardless of whether the
      Certificateholders exercise their right to purchase the Class G
      Certificates pursuant to clause (i) above, the Policy Provider, if it is
      then the Controlling Party, shall have the right (except in the event of a
      Policy Provider Default) to purchase all, but not less than all, of the
      Class G Certificates upon ten days' written notice to the Class G Trustee
      and the Class G Certificateholders.

            The purchase price with respect to the Certificates shall be equal
to the Pool Balance of the Certificates, together with accrued and unpaid
interest thereon to the date of such purchase, without premium, but including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of the
Escrow Agreement relating to the distribution of unused Deposits and accrued and
unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under the
Escrow Agreement (which deducted amounts shall remain distributable to, and may
be retained by, the Certificateholder as of such Record Date) and (ii) if such
purchase occurs after a Record Date, such purchase price shall be reduced by the
amount to be distributed hereunder on the related Distribution Date (which
deducted amounts shall remain distributable to, and may be retained by, the
Certificateholder as of such Record Date); provided, further, that no such
purchase of Certificates shall be effective unless the purchaser(s) shall
certify to the
   40
                                      -35-


Trustee that contemporaneously with such purchase, such purchaser(s) is
purchasing, pursuant to the terms of this Agreement and the Other Pass Through
Trust Agreements, the Certificates and the Class G Certificates which are senior
to the securities held by such purchaser(s). Each payment of the purchase price
of the Certificates referred to in the first sentence hereof shall be made to an
account or accounts designated by the Trustee and each such purchase shall be
subject to the terms of this Section 6.01(b). Each Certificateholder agrees by
its acceptance of its Certificate that it will, subject to Section 3.04 hereof,
upon payment from such Class D Certificateholder(s) of the purchase price set
forth in the first sentence of this paragraph, forthwith sell, assign, transfer
and convey to the purchaser(s) thereof (without recourse, representation or
warranty of any kind except for its own acts), all of the right, title, interest
and obligation of such Certificateholder in this Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the Financing Documents and all Certificates and Escrow Receipts held
by such Certificateholder (excluding all right, title and interest under any of
the foregoing to the extent such right, title or interest is with respect to an
obligation not then due and payable as respects any action or inaction or state
of affairs occurring prior to such sale) and the purchaser shall assume all of
such Certificateholder's obligations under this Agreement, the Escrow Agreement,
the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the
Financing Documents and all such Certificates and Escrow Receipts. The
Certificates will be deemed to be purchased on the date payment of the purchase
price is made notwithstanding the failure of the Certificateholders to deliver
any Certificates (whether in the form of Definitive Certificates or beneficial
interests in Global Certificates) and, upon such a purchase, (i) the only rights
of the Certificateholders will be to deliver the Certificates to the
purchaser(s) and receive the purchase price for such Certificates and (ii) if
the purchaser(s) shall so request, such Certificateholder will comply with all
the provisions of Section 3.04 hereof to enable new Certificates to be issued to
the purchaser in such denominations as it shall request. All charges and
expenses in connection with the issuance of any such new Certificates shall be
borne by the purchaser thereof.

            As used in this Section 6.01(b), the terms "Class G Certificate",
"Class G Certificateholder", "Class G Trust", "Class G Trust Agreement", "Class
G Trustee", "Class D Certificate", and "Class D Trust", shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.

            Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of
all or any part of the Equipment Notes made either under the power of sale given
under this Agreement or otherwise for the enforcement of this Agreement, the
following shall be applicable:

            (1)   Certificateholders and Trustee May Purchase Equipment Notes.
      Any Certificateholder, the Trustee in its individual or any other capacity
      or any other Person may bid for and purchase any of the Equipment Notes,
      and upon compliance with the terms of sale, may hold, retain, possess and
      dispose of such Equipment Notes in their own absolute right without
      further accountability.

            (2)   Receipt of Trustee Shall Discharge Purchaser. The receipt of
      the Trustee making such sale shall be a sufficient discharge to any
      purchaser for his purchase money, and, after paying such purchase money
      and receiving such receipt, such purchaser or its personal representative
      or assigns shall not be obliged to see to the application of such
   41
                                      -36-


      purchase money, or be in any way answerable for any loss, misapplication
      or non-application thereof.

            (3)   Application of Moneys Received upon Sale. Any moneys collected
      by the Trustee upon any sale made either under the power of sale given by
      this Agreement or otherwise for the enforcement of this Agreement shall be
      applied as provided in Section 4.02.

            Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee
May Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note, or if there shall be any
failure to pay Rent (as defined in the relevant Lease) under any Lease when due
and payable, then the Trustee, in its own name and as trustee of an express
trust, as holder of such Equipment Notes, to the extent permitted by and in
accordance with the terms of the Intercreditor Agreement and the Financing
Documents (subject to the rights of the applicable Owner Trustee or Owner
Participant to cure any such failure to pay principal of, premium, if any, or
interest on any Equipment Note or to pay Rent under any Lease in accordance with
the applicable Indenture), shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, for the collection
of the sums so due and unpaid on such Equipment Notes or under such Lease and
may prosecute any such claim or proceeding to judgment or final decree with
respect to the whole amount of any such sums so due and unpaid.

            Section 6.04 Control by Certificateholders. Subject to Section 6.03
and the Intercreditor Agreement, the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee with
respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or
exercising any trust or power conferred on the Trustee under this Agreement or
the Intercreditor Agreement, including any right of the Trustee as Controlling
Party under the Intercreditor Agreement or as holder of the Equipment Notes,
provided that:

            (1)   such Direction shall not be in conflict with any rule of law
      or with this Agreement and would not involve the Trustee in personal
      liability or expense,

            (2)   the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to the Certificateholders not taking part in
      such Direction, and

            (3)   the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such Direction.

            Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor
Agreement, the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust (i) may on behalf of all of the Certificateholders waive any past Event of
Default hereunder and its consequences or (ii) if the Trustee is the Controlling
Party, may direct the Trustee to instruct the applicable Loan Trustee to waive
any past Indenture Default under any Indenture and its consequences, and thereby
annul any
   42
                                      -37-


Direction given by such Certificateholders or the Trustee to such Loan Trustee
with respect thereto, except a default:

            (1)   in the deposit of any Scheduled Payment or Special Payment
      under Section 4.01 or in the distribution of any payment under Section
      4.02 on the Certificates, or

            (2)   in the payment of the principal of (premium, if any) or
      interest on the Equipment Notes, or

            (3)   in respect of a covenant or provision hereof which under
      Article IX cannot be modified or amended without the consent of each
      Certificateholder holding an Outstanding Certificate affected thereby.

            Upon any such waiver, such default shall cease to exist with respect
to the Certificates and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose and any direction given by the Trustee on
behalf of the Certificateholders to the relevant Loan Trustee shall be annulled
with respect thereto; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Upon any
such waiver, the Trustee shall vote the Equipment Notes issued under the
relevant Indenture to waive the corresponding Indenture Default.

            Section 6.06. Right of Certificateholders to Receive Payments Not to
Be Impaired. Anything in this Agreement to the contrary notwithstanding,
including, without limitation, Section 6.07 hereof, but subject to the
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

            Section 6.07. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Agreement, for the appointment of a receiver or for the enforcement of any
other remedy under this Agreement, unless:

            (1)   such Certificateholder previously shall have given written
      notice to the Trustee of a continuing Event of Default;

            (2)   Certificateholders holding Certificates evidencing Fractional
      Undivided Interests aggregating not less than 25% of the Trust shall have
      requested the Trustee in writing to institute such action, suit or
      proceeding and shall have offered to the Trustee indemnity as provided in
      Section 7.03(e);

            (3)   the Trustee shall have refused or neglected to institute such
      an action, suit or proceeding for 60 days after receipt of such notice,
      request and offer of indemnity; and

            (4)   no direction inconsistent with such written request shall have
      been given to the Trustee during such 60-day period by Certificateholders
      holding Certificates
   43
                                      -38-


      evidencing Fractional Undivided Interests aggregating not less than a
      majority in interest in the Trust.

            It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatsoever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Indenture on any
property subject thereto, or the rights of the Certificateholders or the holders
of the Equipment Notes, (ii) obtain or seek to obtain priority over or
preference with respect to any other such Certificateholder or (iii) enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Agreement.

            Section 6.08. Remedies Cumulative. Every remedy given hereunder to
the Trustee or to any of the Certificateholders shall not be exclusive of any
other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.


                                   ARTICLE VII

                                   THE TRUSTEE

            Section 7.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default, the Trustee undertakes to perform such
duties as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Trustee.

            (b)   In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of its
own affairs.

            (c)   No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that

            (1)   this Subsection shall not be construed to limit the effect of
      Subsection (a) of this Section; and

            (2)   the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer of the Trustee, unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts.

            (d)   Whether or not herein expressly so provided, every provision
of this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.
   44
                                      -39-


            Section 7.02. Notice of Defaults. As promptly as practicable after,
and in any event within 90 days after, the occurrence of any default (as such
term is defined below) hereunder, the Trustee shall transmit by mail to the
Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the
Certificateholders in accordance with Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default on the payment of the principal, premium, if any, or interest on any
Equipment Note held in the Trust, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Certificateholders. For the purpose of this Section, the term "default"
means any event that is, or after notice or lapse of time or both would become,
an Event of Default.

            Section 7.03. Certain Rights of Trustee. Subject to the provisions
of Section 315 of the Trust Indenture Act:

            (a)   the Trustee may rely and shall be protected in acting or
      refraining from acting in reliance upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

            (b)   any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a written description of the subject matter
      thereof accompanied by an Officer's Certificate and an Opinion of Counsel
      as provided in Section 1.02 of this Agreement;

            (c)   whenever in the administration of this Agreement the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon an Officer's Certificate of the Company,
      any Owner Trustee or any Loan Trustee;

            (d)   the Trustee may consult with counsel and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

            (e)   the Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by this Agreement at the Direction of
      any of the Certificateholders pursuant to this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security
      or indemnity against the cost, expenses and liabilities which might be
      incurred by it in compliance with such Direction;

            (f)   the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture or other paper or document;
   45
                                      -40-


            (g)   the Trustee may execute any of the trusts or powers under this
      Agreement or perform any duties under this Agreement either directly or by
      or through agents or attorneys, and the Trustee shall not be responsible
      for any misconduct or negligence on the part of any agent or attorney
      appointed with due care by it under this Agreement;

            (h)   the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      Direction of the Certificateholders holding Certificates evidencing
      Fractional Undivided Interests aggregating not less than a majority in
      interest in the Trust relating to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement; and

            (i)   the Trustee shall not be required to expend or risk its own
      funds in the performance of any of its duties under this Agreement, or in
      the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity
      against such risk is not reasonably assured to it.

            Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and warrants
that this Agreement has been, and the Intercreditor Agreement, the Registration
Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each
Certificate will be, executed, authenticated and delivered by one of its
officers who is duly authorized to execute, authenticate and deliver such
document on its behalf.

            Section 7.05. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent in their respective
individual or any other capacity may become the owner or pledgee of Certificates
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if
applicable, may otherwise deal with the Company, the Owner Trustees or the Loan
Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

            Section 7.06. Money Held in Trust. Money held by the Trustee or the
Paying Agent in trust hereunder need not be segregated from other funds except
to the extent required herein or by law and neither the Trustee nor the Paying
Agent shall have any liability for interest upon any such moneys except as
provided for herein.

            Section 7.07. Compensation and Reimbursement. The Company agrees:

            (1)   to pay, or cause to be paid, to the Trustee from time to time
      reasonable compensation for all services rendered by it hereunder as set
      forth in a written fee letter dated the date hereof between the Company
      and the Trustee, which letter is incorporated
   46
                                      -41-


      herein by reference (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust);

            (2)   except as otherwise expressly provided herein, to reimburse,
      or cause to be reimbursed, the Trustee upon its request for all reasonable
      out-of-pocket expenses, disbursements and advances incurred or made by the
      Trustee in accordance with any provision of this Agreement (including the
      reasonable compensation and the expenses and disbursements of its agents
      and counsel), except any such expense, disbursement or advance as may be
      attributable to its undertaking its normal administrative functions, or
      its negligence, willful misconduct or bad faith or as may be incurred due
      to the Trustee's breach of its representations and warranties set forth in
      Section 7.15; and

            (3)   to indemnify, or cause to be indemnified, the Trustee for, and
      to hold it harmless against, any loss, liability, expense or Tax (other
      than for or with respect to any Unindemnified Tax) incurred without
      negligence, willful misconduct or bad faith, on its part, arising out of
      or in connection with the acceptance or administration of this Trust,
      including the costs and expenses of defending itself against any claim or
      liability in connection with the exercise or performance of any of its
      powers or duties hereunder, except for any such loss, liability or expense
      incurred by reason of the Trustee's breach of its covenants hereunder or
      under any Financing Document to which it is a party or its representations
      and warranties set forth in Section 7.15 or in any other Financing
      Document, the authorization or giving or withholding of any future
      amendments, supplements, waivers or consents with respect hereto or any of
      the Financing Documents, which amendments, supplements, waivers or
      consents are not required pursuant to the terms of the Financing Documents
      and not requested by the Company, any loss of tax benefits, any
      Unindemnified Tax, or increase in tax liability under any tax law whether
      or not the Company is required to indemnify thereof or pursuant to this
      Agreement or any costs associated with overhead or normal administration
      hereunder or any voluntary resignation pursuant to Section 7.09.

            With respect to paragraph (3) above, the Trustee shall notify the
Company promptly of any claim for which it may seek indemnity and the Company
shall make payment on any such claim within 30 days of written demand thereof
(delivered together with supporting documentation). The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel with the consent of the Company and the Company will pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made, in settlement or otherwise, without its consent.

            With respect to any Tax other than an Unindemnified Tax, the Trustee
shall be entitled to reimbursement from, and shall have a lien prior to the
Certificates upon, the Trust Property for any such Tax incurred without
negligence, bad faith or willful misconduct, on its part, arising out of or in
connection with the acceptance or administration of such Trust (other than any
Tax attributable to the Trustee's compensation for serving as such), including
any costs and expenses incurred in contesting the imposition of any such Tax. If
the Trustee reimburses itself from the Trust Property of such Trust for any such
Tax, it will mail a brief report within 30 days setting forth the circumstances
thereof to all Certificateholders as their names and addresses appear in the
Register.
   47
                                      -42-


            Section 7.08. Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee hereunder which shall be eligible to act as a trustee
under Section 310(a) of the Trust Indenture Act and shall have a combined
capital and surplus of at least $75,000,000 (or a combined capital and surplus
in excess of $5,000,000 and the obligations of which, whether now in existence
or hereafter incurred, are fully and unconditionally guaranteed by a corporation
organized and doing business under the laws of the United States, any state or
territory thereof or of the District of Columbia and having a combined capital
and surplus of at least $75,000,000). If such corporation publishes reports of
conditions at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 7.08, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published.

            In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee, the
Trustee shall resign immediately as Trustee in the manner and with the effect
specified in Section 7.09.

            Section 7.09 Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 7.10.

            (b)   The Trustee may resign at any time as trustee by giving prior
written notice thereof to the Company, the Authorized Agents, the Owner Trustees
and the Loan Trustees. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Company, the Authorized Agents, the Owner
Trustees, the Loan Trustees and the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

            (c)   The Trustee may be removed at any time by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Trustee and to the Company, the Owner Trustees and the Loan
Trustees.

            (d)   If at any time:

            (1)   the Trustee shall fail to comply with Section 310 of the Trust
      Indenture Act, if applicable, after written request therefor by the
      Company or by any Certificateholder who has been a bona fide
      Certificateholder for at least six months; or

            (2)   the Trustee shall cease to be eligible under Section 7.08 and
      shall fail to resign after written request therefor by the Company or by
      any such Certificateholder; or

            (3)   the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation;
   48
                                      -43-


then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

            (e)   If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax which has been or is likely to be asserted, the
Trustee shall promptly notify the Company and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Trustee
shall have received notice that the Company has agreed to pay such tax. The
Company shall promptly appoint a successor Trustee in a jurisdiction where there
are no Avoidable Taxes.

            (f)   If the Trustee shall resign, be removed or become incapable of
acting or if a vacancy shall occur in the office of the Trustee for any cause,
the Company shall promptly appoint a successor Trustee. If, within one year
after such resignation, removal or incapability, or other occurrence of such
vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring
Trustee, and the Company approves such appointment, which approval shall not be
unreasonably withheld, then the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed as provided above. If no successor
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

            (g)   The successor Trustee shall give notice of the resignation and
removal of the Trustee and appointment of the successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Certificateholders as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its
Corporate Trust Office.

            Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company,
the Authorized Agents, the Owner Trustees and the Loan Trustees and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all Trust Property held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 7.07. Upon request of any such successor Trustee, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.
   49
                                      -44-


            No institution shall accept its appointment as a Trustee hereunder
unless at the time of such acceptance such institution shall be qualified and
eligible under this Article VII.

            Section 7.11. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

            Section 7.12. Maintenance of Agencies. (a) There shall at all times
be maintained an office or agency in the location set forth in Section 12.03
where Certificates may be presented or surrendered for registration of transfer
or for exchange, and for payment thereof and where notices and demands to or
upon the Trustee in respect of such certificates or this Agreement may be
served; provided, however, that, if it shall be necessary that the Trustee
maintain an office or agency in another location (e.g., the Certificates shall
be represented by Definitive Certificates and shall be listed on a national
securities exchange), the Trustee will make all reasonable efforts to establish
such an office or agency. Written notice of the location of each such other
office or agency and of any change of location thereof shall be given by the
Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of
any Owner Trustee or Loan Trustee, at its address specified in the Financing
Documents or such other address as may be notified to the Trustee) and the
Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

            (b)   There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates. Each such Authorized Agent shall be
a bank or trust company, shall be a corporation organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $75,000,000, or, if the Trustee shall be acting as the
Registrar or Paying Agent hereunder, a corporation having a combined capital and
surplus in excess of $5,000,000, the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United States or
any state, with a combined capital and surplus of at least $75,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Trustee shall initially be
the Paying Agent and, as provided in Section 3.04, Registrar hereunder with
respect to the Certificates. Each Registrar shall furnish to the Trustee, at
stated intervals of not more than six months, and at such other times as the
Trustee may request in writing, a copy of the Register maintained by such
Registrar.
   50
                                      -45-


            (c)   Any corporation into which any Authorized Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent hereunder, if
such successor corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authorized Agent or such successor corporation.

            (d)   Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, the Owner Trustees and the
Loan Trustees. The Company may, and at the request of the Trustee shall, at any
time terminate the agency of any Authorized Agent by giving written notice of
termination to such Authorized Agent and to the Trustee. Upon the resignation or
termination of an Authorized Agent or in case at any time any such Authorized
Agent shall cease to be eligible under this Section (when, in either case, no
other Authorized Agent performing the functions of such Authorized Agent shall
have been appointed), the Company shall promptly appoint one or more qualified
successor Authorized Agents, reasonably satisfactory to the Trustee, to perform
the functions of the Authorized Agent which has resigned or whose agency has
been terminated or who shall have ceased to be eligible under this Section. The
Company shall give written notice of any such appointment made by it to the
Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee
shall mail notice of such appointment to all Certificateholders as their names
and addresses appear on the Register.

            (e)   The Company agrees to pay, or cause to be paid, from time to
time to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses as set forth in the letter agreement
referred to in Section 7.07 hereof.

            Section 7.13. Money for Certificate Payments to Be Held in Trust.
All moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section. Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.

            The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

            Section 7.14. Registration of Equipment Notes in Name of
Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased
by the Trust shall be issued in the name of the Subordination Agent or its
nominee and held by the Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, the Subordination Agent or its nominee
shall be reflected as the owner of such Equipment Notes in the register of the
issuer of such Equipment Notes.
   51
                                      -46-


            Section 7.15. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants that:

            (a)   the Trustee is a Delaware banking corporation organized and
validly existing in good standing under the laws of the State of Delaware;

            (b)   the Trustee has full power, authority and legal right to
execute, deliver, and perform this Agreement, the Intercreditor Agreement, the
Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement
and the Financing Documents to which it is a party and has taken all necessary
action to authorize the execution, delivery, and performance by it of this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party;

            (c)   the execution, delivery and performance by the Trustee of this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party (i) will not violate any provision of United States federal
law or the law of the state of the United States where it is located governing
the banking and trust powers of the Trustee or any order, writ, judgment, or
decree of any court, arbitrator or governmental authority applicable to the
Trustee or any of its assets, (ii) will not violate any provision of the
articles of association or by-laws of the Trustee, or (iii) will not violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any properties
included in the Trust Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a party,
which violation, default or lien could reasonably be expected to have an adverse
effect on the Trustee's performance or ability to perform its duties hereunder
or thereunder or on the transactions contemplated herein or therein;

            (d)   the execution, delivery and performance by the Trustee of this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to
which it is a party will not require the authorization, consent, or approval of,
the giving of notice to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or agency of the United
States or the state of the United States where it is located regulating the
banking and corporate trust activities of the Trustee; and

            (e)   this Agreement, the Intercreditor Agreement, the Registration
Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the
Financing Documents to which it is a party have been duly executed and delivered
by the Trustee and constitute the legal, valid, and binding agreements of the
Trustee, enforceable against it in accordance with their respective terms,
provided that enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally and (ii) general principles of equity, regardless of whether
applied in a proceeding in equity or at law.

            Section 7.16. Withholding Taxes, Information Reporting. The Trustee,
as trustee of the grantor trust created by this Agreement, shall exclude and
withhold from each
   52
                                      -47-


distribution of principal, premium, if any, and interest and other amounts due
under this Agreement or under the Certificates any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Certificates, to withhold such amounts and timely pay
the same to the appropriate authority in the name of and on behalf of the
Certificateholders, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Certificateholders may reasonably request from time
to time. The Trustee agrees to file any other information reports as it may be
required to file under United States law.

            Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will at its own cost and expense promptly take any
action as may be necessary to duly discharge and satisfy in full any mortgage,
pledge, lien, charge, encumbrance, security interest or claim ("Trustee's
Liens") on or with respect to the Trust Property which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement, the Intercreditor Agreement, the
Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder
or in its individual capacity and which arises out of acts or omissions on the
part of the Trustee which are not contemplated by this Agreement.

            Section 7.18. Preferential Collection of Claims. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

            Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. The Company will furnish to the Trustee within
15 days after each Record Date with respect to a Scheduled Payment, and at such
other times as the Trustee may request in writing within 30 days after receipt
by the Company of any such request, a list, in such form as the Trustee may
reasonably require, of all information in the possession or control of the
Company as to the names and addresses of the Certificateholders, in each case as
of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Registrar, no such
list need be furnished; and provided further, however, that no such list need be
furnished for so long as a copy of the Register is being furnished to the
Trustee pursuant to Section 7.12.

            Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders contained
in the most recent list furnished to the Trustee as provided in Section 7.12 or
Section 8.01, as the case may be, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Registrar, if so
acting.
   53
                                      -48-


The Trustee may destroy any list furnished to it as provided in Section 7.12 or
Section 8.01, as the case may be, upon receipt of a new list so furnished.

            Section 8.03. Reports by Trustee. Within 60 days after May 15 of
each year commencing with the first full year following the issuance of the
Certificates, the Trustee shall transmit to the Certificateholders, as provided
in Section 313(c) of the Trust Indenture Act, a brief report dated as of such
May 15, if required by Section 313(a) of the Trust Indenture Act.

            Section 8.04. Reports by the Company. The Company shall:

            (a)   file with the Trustee, within 30 days after the Company is
      required to file the same with the SEC, copies of the annual reports and
      of the information, documents and other reports (or copies of such
      portions of any of the foregoing as the SEC may from time to time by rules
      and regulations prescribe) which the Company is required to file with the
      SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
      of 1934, as amended; or, if the Company is not required to file
      information, documents or reports pursuant to either of such sections,
      then to file with the Trustee and the SEC, in accordance with rules and
      regulations prescribed by the SEC, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to
      Section 13 of the Securities Exchange Act of 1934, as amended, in respect
      of a security listed and registered on a national securities exchange as
      may be prescribed in such rules and regulations;

            (b)   during any period, prior to the consummation of the Exchange
      Offer and during which the Shelf Registration Statement is not in effect,
      in which the Company is not subject to Section 13(a), 13(c) or 15(d) under
      the Securities Exchange Act of 1934, make available to any Holder of the
      Certificates in connection with any sale thereof and any prospective
      purchaser of the Certificates from such Holder, in each case upon request,
      the information specified in, and meeting the requirements of, Rule
      144A(d)(4) under the Securities Act but only for so long as any of the
      Certificates remain outstanding and are "restricted securities" within the
      meaning of Rule 144(a)(3) under the Securities Act and, in any event, only
      until the second anniversary of the Issuance Date;

            (c)   file with the Trustee and the SEC, in accordance with the
      rules and regulations prescribed by the SEC, such additional information,
      documents and reports with respect to compliance by the Company with the
      conditions and covenants provided for in this Agreement, as may be
      required by such rules and regulations, including, in the case of annual
      reports, if required by such rules and regulations, certificates or
      opinions of independent public accountants, conforming to the requirements
      of Section 1.02;

            (d)   transmit to all Certificateholders, in the manner and to the
      extent provided in Section 313(c) of the Trust Indenture Act such
      summaries of any information, documents and reports required to be filed
      by the Company pursuant to subsections (a) and (c) of this Section 8.04 as
      may be required by rules and regulations prescribed by the SEC; and
   54
                                      -49-


            (e)   furnish to the Trustee, not less often than annually, a brief
      certificate from the principal executive officer, principal financial
      officer, any Vice President (or more senior ranking officer) or the
      principal accounting officer as to his or her knowledge of the Company's
      compliance with all conditions and covenants under this Agreement (it
      being understood that for purposes of this paragraph (e), such compliance
      shall be determined without regard to any period of grace or requirement
      of notice provided under this Agreement).


                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

            Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the
Deposit Agreement, the Registration Rights Agreement or any Liquidity Facility
in form satisfactory to the Trustee, for any of the following purposes:

            (1)   to evidence the succession of another corporation to the
      Company and the assumption by any such successor of the covenants of the
      Company herein contained or of the Company's obligations under the Note
      Purchase Agreement, the Registration Rights Agreement or any Liquidity
      Facility; or

            (2)   to add to the covenants of the Company for the benefit of the
      Certificateholders, or to surrender any right or power conferred upon the
      Company in this Agreement, the Note Purchase Agreement, the Registration
      Rights Agreement or any Liquidity Facility; or

            (3)   to correct or supplement any provision in this Agreement, the
      Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the
      Note Purchase Agreement, the Registration Rights Agreement or any
      Liquidity Facility which may be defective or inconsistent with any other
      provision herein or therein or to cure any ambiguity or correct any
      mistake or to modify any other provision with respect to matters or
      questions arising under this Agreement, the Escrow Agreement, the Deposit
      Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the
      Registration Rights Agreement or any Liquidity Facility, provided that any
      such action shall not materially adversely affect the interests of the
      Certificateholders; or

            (4)   to comply with any requirement of the SEC, any applicable law,
      rules or regulations of any exchange or quotation system on which the
      Certificates are listed, any regulatory body or the Registration Rights
      Agreement to effectuate the Exchange Offer; or

            (5)   to modify, eliminate or add to the provisions of this
      Agreement to such extent as shall be necessary to continue the
      qualification of this Agreement (including
   55
                                      -50-


      any supplemental agreement) under the Trust Indenture Act or under any
      similar Federal statute hereafter enacted, and to add to this Agreement
      such other provisions as may be expressly permitted by the Trust Indenture
      Act, excluding, however, the provisions referred to in Section 316(a)(2)
      of the Trust Indenture Act as in effect at the date as of which this
      instrument was executed or any corresponding provision in any similar
      Federal statute hereafter enacted; or

            (6)   to evidence and provide for the acceptance of appointment
      under this Agreement by the Trustee of a successor Trustee and to add to
      or change any of the provisions of this Agreement as shall be necessary to
      provide for or facilitate the administration of the Trust, pursuant to the
      requirements of Section 7.10; or

            (7)   to provide the information required under Section 7.12 and
      Section 12.03 as to the Trustee; or

            (8)   to modify or eliminate provisions relating to the transfer or
      exchange of Exchange Certificates or the Initial Certificates upon
      consummation of the Exchange Offer (as defined in the Registration Rights
      Agreement) or effectiveness of the Shelf Registration Statement or the
      Exchange Offer Registration Statement;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

            Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company
may (with the consent of the Owner Trustees, if any, which consent shall not be
unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter
into an agreement or agreements for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
the Intercreditor Agreement, any Liquidity Facility, the Registration Rights
Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase
Agreement to the extent applicable to such Certificateholders or of modifying in
any manner the rights and obligations of such Certificateholders under this
Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration
Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note
Purchase Agreement to the extent applicable to such Certificateholders or of
modifying in any manner the rights and obligations of such Certificateholders
under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the
Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or
the Note Purchase Agreement; provided, however, that no such agreement shall,
without the consent of the Certificateholder of each Outstanding Certificate
affected thereby:

            (1)   reduce in any manner the amount of, or delay the timing of,
      any receipt by the Trustee (or, with respect to the Deposits, the
      Certificateholders) of payments on the Equipment Notes or other Trust
      Property held in the Trust or on the Deposits or
   56
                                      -51-


      distributions that are required to be made herein on any Certificate, or
      change any date of payment on any Certificate, or change the place of
      payment where, or the coin or currency in which, any Certificate is
      payable, or impair the right to institute suit for the enforcement of any
      such payment or distribution on or after the Regular Distribution Date or
      Special Distribution Date applicable thereto; or

            (2)   permit the disposition of any Equipment Note included in the
      Trust Property except as permitted by this Agreement, or otherwise deprive
      such Certificateholder of the benefit of the ownership of the Equipment
      Notes in the Trust; or

            (3)   reduce the specified percentage of the aggregate Fractional
      Undivided Interests of the Trust which is required for any such
      supplemental agreement, or reduce such specified percentage required for
      any waiver of compliance with certain provisions of this Agreement or
      certain defaults hereunder and their consequences provided for in this
      Agreement; or

            (4)   waive, amend or modify Section 2.4, 3.2 or 3.3 of the
      Intercreditor Agreement in a manner adverse to the Certificateholders; or

            (5)   modify any of the provisions of this Section 9.02 or Section
      6.05, except to increase any such percentage or to provide that certain
      other provisions of this Agreement cannot be modified or waived without
      the consent of the Certificateholder of each Certificate affected thereby;
      or

            (6)   adversely affect the status of any Trust as a grantor trust
      under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
      Internal Revenue Code of 1986, as amended, for U.S. federal income tax
      purposes.

            It shall not be necessary for any Direction of Certificateholders
under this Section to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Direction shall approve the
substance thereof.

            Section 9.03. Documents Affecting Immunity or Indemnity. Except for
the performance of its covenants herein, if in the opinion of the Trustee any
document required to be executed by it pursuant to the terms of Section 9.01 or
9.02 affects adversely any interest, right, duty, immunity or indemnity in favor
of the Trustee under this Agreement, the Trustee may in its discretion decline
to execute such document.

            Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any agreement permitted by this
Article or the modifications thereby of the trusts created by this Agreement,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.

            Section 9.05. Effect of Supplemental Agreements. Upon the execution
of any agreement supplemental to this Agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement
   57
                                      -52-


for all purposes; and every Holder of a Certificate theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

            Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

            Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates authenticated and delivered after the execution of any supplemental
agreement pursuant to this Article may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental agreement; and, in
such case, suitable notation may be made upon Outstanding Certificates after
proper presentation and demand.


                                    ARTICLE X

                AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS

            Section 10.01. Amendments and Supplements to Indentures and
Financing Documents. In the event that the Trustee, as holder (or beneficial
owner through the Subordination Agent) of any Equipment Note in trust for the
benefit of the Certificateholders or as Controlling Party under the
Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any other Financing Document, any
Equipment Note or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice. The
Trustee shall request from the Certificateholders a Direction as to (a) whether
or not to take or refrain from taking (or direct the Subordination Agent to take
or refrain from taking) any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any
Equipment Note if a vote has been called for with respect thereto. Provided such
a request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing), (i)
other than as Controlling Party, the Trustee shall vote for or give consent to
any such action with respect to such Equipment Note in the same proportion as
that of (A) the aggregate face amounts of all Certificates actually voted in
favor of or for giving consent to such action by such Direction of
Certificateholders to (B) the aggregate face amount of all Outstanding
Certificates and (ii) as Controlling Party, the Trustee shall vote as directed
in such Certificateholder Direction by the Certificateholders evidencing a
Fractional Undivided Interest aggregating not less than a majority in interest
in the Trust. For purposes of the immediately preceding sentence, a Certificate
shall have been "actually voted" if the Holder of such Certificate has delivered
to the Trustee an instrument evidencing such Holder's consent to such Direction
prior to two Business Days before the Trustee directs such action or casts such
vote or gives such consent. Notwithstanding the foregoing, but subject to
Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own
discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to
   58
                                      -53-


consent and notify the Loan Trustee of such consent) to any amendment,
modification, waiver or supplement under the relevant Indenture, any other
Financing Document, any Equipment Note or any other related document, if an
Event of Default hereunder shall have occurred and be continuing, or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders.


                                   ARTICLE XI

                              TERMINATION OF TRUST

            Section 11.01. Termination of the Trust. The respective obligations
and responsibilities of the Company and the Trustee with respect to the Trust
shall terminate upon the earlier of (A) the completion of the assignment,
transfer and discharge described in the first sentence of the immediately
following paragraph and (B) distribution to all Holders of Certificates and the
Trustee of all amounts required to be distributed to them pursuant to this
Agreement and the disposition of all property held as part of the Trust
Property; provided, however, that in no event shall the Trust continue beyond
one hundred ten (110) years following the date of the earliest execution of this
Trust Agreement.

            Upon the earlier of (i) the first Business Day after August 30,
2002, or, if later, the fifth Business Day following the Delivery Period
Termination Date and (ii) the fifth Business Day following the date on which a
Triggering Event occurs (such date, the "Transfer Date"), or, if later the date
on which all of the conditions set forth in the immediately following sentence
have been satisfied, the Trustee is hereby directed (subject only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related Trustee under the Related Pass Through Trust
Agreement to, execute and deliver the Assignment and Assumption Agreement,
pursuant to which the Trustee shall assign, transfer and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related Pass Through Trust Agreement. The Trustee and the Related
Trustee shall execute and deliver the Assignment and Assumption Agreement upon
the satisfaction of the following conditions:

            (i) The Trustee, the Related Trustee and each of the Rating Agencies
      then rating the Certificates shall have received an Officer's Certificate
      and an Opinion of Counsel dated the date of the Assignment and Assumption
      Agreement and each satisfying the requirements of Section 1.02, which
      Opinion of Counsel shall be substantially to the effect set forth below
      and may be relied upon by the Beneficiaries (as defined in the Assignment
      and Assumption Agreement):

            (a)   upon the execution and delivery thereof by the parties thereto
                  in accordance with the terms of this Agreement and the Related
                  Pass Through Trust Agreement, the Assignment and Assumption
                  Agreement will constitute the valid and binding obligation of
                  each of the parties thereto enforceable against each such
                  party in accordance with its terms;

            (b)   upon the execution and delivery of the Assignment and
                  Assumption Agreement in accordance with the terms of this
                  Agreement and the Related Pass Through Trust Agreement, each
                  of the Certificates then
   59
                                      -54-


                  Outstanding will be entitled to the benefits of the Related
                  Pass Through Trust Agreement;

            (c)   the Related Trust is not required to be registered as an
                  investment company under the Investment Company Act of 1940,
                  as amended;

            (d)   the Related Pass Through Trust Agreement constitutes the valid
                  and binding obligation of the Company enforceable against the
                  Company in accordance with its terms; and

            (e)   neither the execution and delivery of the Assignment and
                  Assumption Agreement in accordance with the terms of this
                  Agreement and the Related Pass Through Trust Agreement, nor
                  the consummation by the parties thereto of the transactions
                  contemplated to be consummated thereunder on the date thereof,
                  will violate any law or governmental rule or regulation of the
                  State of New York or the United States of America known to
                  such counsel to be applicable to the transactions contemplated
                  by the Assignment and Assumption Agreement.

            (ii) The Trustee and the Company shall have received (x) a copy of
      the articles of incorporation and bylaws of the Related Trustee certified
      as of the Transfer Date by the Secretary or Assistant Secretary of such
      institution and (y) a copy of the filing (including all attachments
      thereto) made by the institution serving as the Related Trustee with the
      Office of the Superintendent, State of New York Banking Department for the
      qualification of the Related Trustee under Section 131(3) of the New York
      Banking Law.

Upon the execution of the Assignment and Assumption Agreement by the parties
thereto, the Trust shall be terminated, the Certificateholders shall receive
beneficial interests in the Related Trust in exchange for their interests in the
Trust equal to their respective beneficial interests in the Trust, and the
Outstanding Certificates representing Fractional Undivided Interests in the
Trust shall be deemed for all purposes of this Agreement and the Related Pass
Through Trust Agreement, without further signature or action of any party or
Certificateholder, to be certificates representing the same fractional undivided
interests in the Related Trust and its trust property. By acceptance of its
Certificate, each Certificateholder consents to such assignment, transfer and
delivery of the Trust Property to the trustee of the Related Trust upon the
execution and delivery of the Assignment and Assumption Agreement.

            In connection with the occurrence of the event set forth in clause
(B) above, notice of such termination, specifying the Distribution Date upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be mailed promptly by
the Trustee to Certificateholders not earlier than the 60th day and not later
than the 20th day next preceding such final Distribution Date specifying (A) the
Distribution Date upon which the proposed final payment of the Certificates will
be made upon presentation and surrender of Certificates at the office or agency
of the Trustee therein specified, (B) the amount of any such proposed final
payment, and (C) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein
   60
                                      -55-


specified. The Trustee shall give such notice to the Registrar at the time such
notice is given to Certificateholders. Upon presentation and surrender of the
Certificates in accordance with such notice, the Trustee shall cause to be
distributed to Certificateholders such final payments.

            In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. No
additional interest shall accrue on the Certificates after the Distribution Date
specified in the first written notice. In the event that any money held by the
Trustee for the payment of distributions on the Certificates shall remain
unclaimed for two years (or such lesser time as the Trustee shall be satisfied,
after sixty days' notice from the Company, is one month prior to the escheat
period provided under applicable law) after the final distribution date with
respect thereto, the Trustee shall pay to each Loan Trustee the appropriate
amount of money relating to such Loan Trustee and shall give written notice
thereof to the related Owner Trustees, the Owner Participants and the Company.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

            Section 12.02. Certificates Nonassessable and Fully Paid. Except as
set forth in the last sentence of this Section 12.02, Certificateholders shall
not be personally liable for obligations of the Trust, the Fractional Undivided
Interests represented by the Certificates shall be nonassessable for any losses
or expenses of the Trust or for any reason whatsoever, and Certificates, upon
authentication thereof by the Trustee pursuant to Section 3.03, are and shall be
deemed fully paid. No Certificateholder shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the Trust Property, the Trust, or the obligations of
the parties hereto, nor shall anything set forth herein, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association.
Neither the existence of the Trust nor any provision herein is intended to or
shall limit the liability the Certificateholders would otherwise incur if the
Certificateholders owned Trust Property as co-owners, or incurred any
obligations of the Trust, directly rather than through the Trust.

            Section 12.03. Notices. (a) Unless otherwise specifically provided
herein, all notices required under the terms and provisions of this Agreement
shall be in English and in writing, and any such notice may be given by United
States mail, courier service or telecopy, and any such notice shall be effective
when received or, if made, given, furnished or filed by facsimile or
telecommunication transmission, when received unless received outside of
business hours, in which case on the next open of business on a Business Day,
   61
                                      -56-


            if to the Company, to:

                  America West Airlines, Inc.
                  4000 East Sky Harbor Boulevard
                  Phoenix, Arizona  85043
                  Attention: Vice President-Treasurer
                  Facsimile: (602) 693-5886


            if to the Trustee, to:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890-0001
                  Attention: Corporate Trust Administration
                  Facsimile: (302) 651-8882
                  Telephone: (302) 651-8584

            (b)   The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

            (c)   Any notice or communication to Certificateholders shall be
mailed by first-class mail to the addresses for Certificateholders shown on the
Register kept by the Registrar. Failure so to mail a notice or communication or
any defect in such notice or communication shall not affect its sufficiency with
respect to other Certificateholders.

            (d)   If a notice or communication is mailed in the manner provided
above within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.

            (e)   If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent
at the same time.

            (f)   Notwithstanding the foregoing, all communications or notices
to the Trustee shall be deemed to be given only when received by a Responsible
Officer of the Trustee.

            (g)   The Trustee shall promptly furnish the Company with a copy of
any demand, notice or written communication received by the Trustee hereunder
from any Certificateholder, Owner Trustee or Loan Trustee.

            Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN
THE STATE OF DELAWARE AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
   62
                                      -57-


            Section 12.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Trust, or of the
Certificates or the rights of the Certificateholders thereof.

            Section 12.06. Trust Indenture Act Controls. Upon the occurrence of
any Registration Event, this Agreement shall become subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions. From and after any Registration Event, if any provision of this
Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control.

            Section 12.07. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            Section 12.08. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not.

            Section 12.09. Benefits of Agreement. Nothing in this Agreement or
in the Certificates, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, and the Certificateholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement.
            Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest shall
accrue during the intervening period.

            Section 12.11. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

            Section 12.12. Intention of Parties. The parties hereto intend that
the Trust be classified for U.S. federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as
amended, and not as a trust or association taxable as a corporation or as a
partnership. Each Certificateholder and Investor, by its acceptance of its
Certificate or a beneficial interest therein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. The
powers granted and
   63
                                      -58-


obligations undertaken pursuant to this Agreement shall be so construed so as to
further such intent.
   64
                                      -59-


            IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first written above.


                                    AMERICA WEST AIRLINES, INC.


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


                                    WILMINGTON TRUST COMPANY,
                                        as Trustee


                                    By:  /s/ W. Chris Sponenberg
                                       -----------------------------------------
                                        Name:  W. Chris Sponenberg
                                        Title: Assistant Vice President
   65
                                                                       EXHIBIT A

                               FORM OF CERTIFICATE

REGISTERED

No._________

      [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
      BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
      ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
      "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
      DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
      SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT
      A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION
      IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT
      IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF
      THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY
      AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH
      PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) AMERICA
      WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
      AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
      ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
      UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT
      SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO
      EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY
      TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
      CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF
      THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY
      AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH
      PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
      REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
      CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
      TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
      THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST
      AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
      ANY
   66
                                      A-2


      TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.]*

      BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS
      HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B)
      THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS
      EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE
      PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE
      EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION
      REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

      [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
      CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
      WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
      SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
      CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
      RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST
      AGREEMENT REFERRED TO HEREIN.]**


- ----------

      *     Not to be included on the face of the Regulation S Global
            Certificate.

      **    To be included on the face of each Global Certificate.
   67
                                      A-3
                             [GLOBAL CERTIFICATE]*

           AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1C-O

                8.37% America West Airlines [Initial] [Exchange]
                            Pass Through Certificate,
                                Series 2001-1C-O

                 Final Legal Distribution Date: October 2, 2008

evidencing a fractional undivided interest in a trust, the property of which
includes certain equipment notes each secured by an Aircraft leased to or owned
by America West Airlines, Inc.

      having a face amount of $[       ] representing [     ]% of the Trust per
$1,000 face amount

      THIS CERTIFIES THAT _______________, for value received, is the registered
owner of a Fractional Undivided Interest, having a face amount of $________
(__________dollars) in the America West Airlines Pass Through Trust, Series
2001-1C-O (the "Trust") created pursuant to a Pass Through Trust Agreement,
dated as of May 17, 2001 (the "Agreement"), between Wilmington Trust Company
(the "Trustee") and America West Airlines, Inc., a corporation incorporated
under Delaware law (the "Company"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement. This Certificate is one of the duly authorized Certificates
designated as "8.37% America West Airlines [Initial] [Exchange] Pass Through
Certificates, Series 2001-1C-O" (herein called the "Certificates"). This
Certificate is issued under and is subject to the terms, provisions, and
conditions of the Agreement. By virtue of its acceptance hereof the
Certificateholder of this Certificate assents to and agrees to be bound by the
provisions of the Agreement and the Intercreditor Agreement. The property of the
Trust includes an interest in certain Equipment Notes and all rights of the
Trust to receive payments under the Intercreditor Agreement and any Liquidity
Facility (the "Trust Property"). Each issue of the Equipment Notes is secured
by, among other things, a security interest in the Aircraft leased to or owned
by the Company.


- ----------

      *     To be included on the face of each Global Certificate.
   68
                                      A-4


            The Certificates represent fractional undivided interests in the
Trust and the Trust Property, and have no rights, benefits or interest in
respect of any assets or property other than the Trust Property.

            Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from and to the extent of funds then available to the
Trustee, there will be distributed on each April 2 and October 2 (a "Regular
Distribution Date"), commencing on October 2, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments due on
such Regular Distribution Date on the Equipment Notes, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement and the Intercreditor Agreement, in the event that Special Payments on
the Equipment Notes are received by the Trustee, from funds then available to
the Trustee, there shall be distributed on the applicable Special Distribution
Date, to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Special Distribution Date, an amount in
respect of such Special Payments on the Equipment Notes, the receipt of which
has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Special Payments so received. If a Regular Distribution Date or
Special Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if made
on such Regular Distribution Date or Special Distribution Date and no interest
shall accrue during the intervening period. The Trustee shall mail notice of
each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

            The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
of their affiliates. The Certificates are limited in right or payment, all as
more specifically set forth on the face hereof and in the Agreement. All
payments or distributions made to Certificateholders under the Agreement shall
be made only from the Trust Property and only to the extent that the Trustee
shall have sufficient income or proceeds from the Trust Property to make such
payments in accordance with the terms of the Agreement. Each Certificateholder
of this Certificate, by its acceptance hereof, agrees that it will look solely
to the income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and
   69
                                      A-5


upon all future Certificateholders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Certificateholders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in its capacity as Registrar, or
by any successor Registrar, in the Borough of Manhattan, the City of New York,
duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Registrar duly executed by the
Certificateholder hereof or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust will be
issued to the designated transferee or transferees.

            [The Holder of this Certificate is entitled to the benefits of the
Exchange and Registration Rights Agreement, dated as of May 17, 2001, among the
Company, the Trustee and the Initial Purchaser named therein (the "Registration
Rights Agreement"). In the event that no Registration Event has occurred on or
prior to the 210th day after the date of the issuance of the Certificates, the
interest rate per annum payable in respect of the Equipment Notes and the
Deposits shall be increased by 0.50%, from and including the 210th day after the
Issuance Date to but excluding the earlier of (i) the date on which a
Registration Event occurs and (ii) the date on which there cease to be any
Registrable Certificates (as defined in the Registration Rights Agreement). In
the event that the Shelf Registration Statement ceases to be effective at any
time during the period specified by Section 2(b)(B) of the Registration Rights
Agreement for more than 60 days, whether or not consecutive, during any 12-month
period, the interest rate per annum payable in respect of the Equipment Notes
and the Deposits shall be increased by 0.50% from the 61st day of the applicable
12-month period such Shelf Registration Statement ceases to be effective until
such time as the Shelf Registration Statement again becomes effective (or, if
earlier, the end of the period specified by Section 2(b)(B) of the Registration
Rights Agreement).]*

            Except as otherwise provided in the Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.

            Under certain circumstances set forth in Section 11.01 of the
Agreement, all of the Trustee's right, title and interest to the Trust Property
may be assigned, transferred and delivered to the Related Trustee of the Related
Trust pursuant to the Assignment and Assumption Agreement. Upon the
effectiveness of such Assignment and Assumption Agreement (the

- ----------

      *     To be included only on each Initial Certificate.
   70
                                      A-6


"Transfer"), the Trust shall be terminated, the Certificateholders shall receive
beneficial interests in the Related Trust in exchange for their interests in the
Trust equal to their respective beneficial interests in the Trust, the
Certificates representing Fractional Undivided Interests in the Trust shall be
deemed for all purposes of the Agreement and the Related Pass Through Trust
Agreement to be certificates representing the same fractional undivided
interests in the Related Trust and its trust property. Each Certificateholder,
by its acceptance of this Certificate or a beneficial interest herein, agrees to
be bound by the Assignment and Assumption Agreement and subject to the terms of
the Related Pass Through Trust Agreement as a certificateholder thereunder. From
and after the Transfer, unless and to the extent the context otherwise requires,
references herein to the Trust, the Agreement and the Trustee shall constitute
references to the Related Trust, the Related Pass Through Trust Agreement and
trustee of the Related Trust, respectively.

            The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of [$100,000]* [$1,000]** Fractional
Undivided Interest and integral multiples of $1,000 in excess thereof except
that one Certificate may be in a different denomination. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment by the Holder of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

            Each Certificateholder and Investor, by its acceptance of this
Certificate or a beneficial interest herein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.

            The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Trustee, the Registrar, nor
any such agent shall be affected by any notice to the contrary.

            The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.


- ----------

      *     To be included only on each Initial Certificate.

      **    To be included only on each Exchange Certificate.
   71
                                      A-7


            UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS. FROM AND AFTER THE TRANSFER, THE
AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
   72
                                      A-8


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:

                                    AMERICA WEST AIRLINES PASS THROUGH TRUST,
                                      SERIES 2001-1C-O



                                    By: WILMINGTON TRUST COMPANY, not in its
                                        individual capacity but solely as
                                        Trustee


                                    By:
                                       -----------------------------------------
                                        Name:
                                        Title:
   73
                                      A-9


              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                    This is one of the Certificates referred
                      to in the within-mentioned Agreement.



                                    WILMINGTON TRUST COMPANY,
                                    not in its individual capacity but solely as
                                    Trustee


                                    By:
                                       -----------------------------------------
                                        Authorized Officer
   74
                                      A-10


                             FORM OF TRANSFER NOTICE

            FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


____________________

____________________

please print or typewrite name and address including zip code of assignee

____________________

the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing

____________________

attorney to transfer said Certificate on the books of the Trustee with full
power of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                               ON ALL CERTIFICATES
                         EXCEPT REGULATION S GLOBAL AND
                      REGULATION S DEFINITIVE CERTIFICATES]

            In connection with any transfer of this Certificate occurring prior
to the date that is the earlier of the date of an effective Registration
Statement or the date two years after the later of the original issuance of this
Certificate or the last date on which this Certificate was held by America West
Airlines, Inc., the Trustee or any affiliate of such Persons, the undersigned
confirms that without utilizing any general solicitation or general advertising
that:

                                   [Check One]

[ ] (a) this Certificate is being transferred in compliance with the exemption
from registration under the Securities Act of 1933, as amended, provided by Rule
144A thereunder.

                                       or

[ ] (b) this Certificate is being transferred other than in accordance with (a)
above and documents are being furnished that comply with the conditions of
transfer set forth in this Certificate and the Agreement.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Certificate in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.06 of the Agreement
shall have been satisfied.
   75
                                      A-11


Date:__________________             [Name of Transferor]

                                    NOTE: The signature must correspond with the
                                    name as written upon the face of the
                                    within-mentioned instrument in every
                                    particular, without alteration or any change
                                    whatsoever.

Signature Guarantee: ______________________

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Certificate for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:__________________            _____________________________
                                    NOTE:    To be executed by an executive
                                             officer.
   76
                                                                       EXHIBIT B

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
               TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S

                                                      [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001

Attention: Corporate Trust Trustee Administration

      Re:   America West Airlines Pass Through Trust (the "Trust"),
            Series 2001-1C-O, America West Airlines Pass Through
            Certificates, Series 2001-1C-O (the "Certificates")

Ladies and Gentlemen:

            In connection with our proposed sale of Certificates representing a
Fractional Undivided Interest, having a face amount of $ ______, in the Trust,
we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the Securities Act of 1933, as amended, and, accordingly, we
represent that:

            (1)   the offer of the Certificates was not made to a person in the
      United States or to or for the account or benefit of a U.S. person;

            (2)   either (a) at the time the buy order was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States or (b) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (3)   no directed selling efforts have been made in the United
      States in contravention of the requirements of Rule 903(a) or Rule 904(a)
      of Regulation S, as applicable; and

            (4)   the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

            In addition, if the sale is made during a restricted period and the
provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be.
   77
                                      B-2


            You and America West Airlines, Inc. are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                    Very truly yours,

                                    [Name of Transferor]
   78
                                                                       EXHIBIT C

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                        WITH TRANSFERS OF CERTIFICATES TO
                   NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

                                                      [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001
Attention: Corporate Trust Trustee Administration

America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona 85043


                              AMERICA WEST AIRLINES
               PASS THROUGH TRUST, SERIES 2001-1C-O (the "Trust")
                   Pass Through Certificates, Series 2001-1C-O
                              (the "Certificates")
                            ________________________

Ladies and Gentlemen:

      In connection with our proposed purchase of Certificates representing a
Fractional Undivided Interest, having a face amount of $ ______, in the Trust,
we confirm that:

      1.    We understand that any subsequent transfer of the Certificates is
subject to certain restrictions and conditions set forth in the Pass Through
Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc.
(the "Company") and Wilmington Trust Company (the "Trustee") relating to the
Certificates, and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Certificates except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the "Securities
Act").

      2.    We are purchasing Certificates having an aggregate principal amount
of not less than $100,000 and each account (if any) for which we are purchasing
Certificates is purchasing Certificates having an aggregate principal amount of
not less than $100,000.

      3.    We understand that the Certificates have not been registered under
the Securities Act, that the Certificates are being sold to us in a transaction
that is exempt from the registration requirements of the Securities Act and that
the Certificates may not be offered or resold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that, if we should sell any
Certificates within two years after the later of the original issuance of such
Certificate and the last date on which such Certificate is owned by the Company,
the Trustee or any affiliate of any of such persons, we will
   79
                                      C-2


do so only (A) to the Company, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (D) pursuant to the exemption from registration provided by Rule
144 under the Securities Act or (E) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Certificates from us a notice advising such
purchaser that resales of the Certificates are restricted as stated herein.

      4.    We understand that, on any proposed resale of any Certificates, we
will be required to furnish to the Company and the Trustee such certifications,
legal opinions and other information as the Company and the Trustee may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Certificates purchased by us will
bear a legend to the foregoing effect.

      5.    We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Certificates, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investments.

      6.    We are acquiring the Certificates purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion and not with a view to any distribution of the Certificates, subject,
nevertheless to the understanding that the disposition of our property shall at
all times be and remain within our control.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                    Very truly yours,



                                    By:
                                       -----------------------------------------
                                        Name:
                                        Title:
   80
                                                                       EXHIBIT D

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
            America West Airlines Pass Through Trust, Series 2001-1C


            ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ____________, (the
"Agreement"), between Wilmington Trust Company, a Delaware banking corporation
("WTC"), not in its individual capacity except as expressly provided herein, but
solely as trustee under the Pass Through Trust Agreement dated as of May 17,
2001 (as amended, modified or otherwise supplemented from time to time, the
"Pass Through Trust Agreement") in respect of the America West Airlines Pass
Through Trust, Series 2001-1C-O (the "Assignor"), and Wilmington Trust Company,
a Delaware banking corporation, not in its individual capacity except as
expressly provided herein, but solely as trustee under the Pass Through Trust
Agreement dated as of May 17, 2001 (the "New Pass Through Trust Agreement") in
respect of the America West Airlines Pass Through Trust, Series 2001-1C-S (the
"Assignee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, the parties hereto desire to effect on the date hereof (the
"Transfer Date") (a) the transfer by the Assignor to the Assignee of all of the
right, title and interest of the Assignor in, under and with respect to, among
other things, the Trust Property and each of the documents listed in Schedule I
hereto (the "Scheduled Documents") and (b) the assumption by the Assignee of the
obligations of the Assignor (i) under the Scheduled Documents and (ii) in
respect of the Certificates issued under the Pass Through Trust Agreement; and

            WHEREAS, the Scheduled Documents permit such transfer upon
satisfaction of certain conditions heretofore or concurrently herewith being
complied with;

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows (capitalized terms used herein without definition having the meaning
ascribed thereto in the Pass Through Trust Agreement):

            1.    Assignment. The Assignor does hereby sell, assign, convey,
transfer and set over unto the Assignee as of the Transfer Date all of its
present and future right, title and interest in, under and with respect to the
Trust Property and the Scheduled Documents and each other contract, agreement,
document or instrument relating to the Trust Property or the Scheduled Documents
(such other contracts, agreements, documents or instruments, together with the
Scheduled Documents, to be referred to as the "Assigned Documents"), and any
proceeds therefrom, together with all documents and instruments evidencing any
of such right, title and interest.

            2.    Assumption. The Assignee hereby assumes for the benefit of the
Assignor and each of the parties listed in Schedule II hereto (collectively, the
"Beneficiaries") all of the duties and obligations of the Assignor, whenever
accrued, pursuant to the Assigned Documents and hereby confirms that it shall be
deemed a party to each of the Assigned Documents to which the Assignor is a
party and shall be bound by all the terms thereof (including the agreements and
obligations of the Assignor set forth therein) as if therein named as the
Assignor. Further, the
   81
                                      D-2


Assignee hereby assumes for the benefit of the Assignor and the Beneficiaries
all of the duties and obligations of the Assignor under the Outstanding
Certificates and hereby confirms that the Certificates representing Fractional
Undivided Interests under the Pass Through Trust Agreement shall be deemed for
all purposes of the Pass Through Trust Agreement and the New Pass Through Trust
Agreement to be certificates representing the same fractional undivided
interests under the New Pass Through Trust Agreement equal to their respective
beneficial interests in the trust created under the Pass Through Trust
Agreement.

            3.    Effectiveness. This Agreement shall be effective upon the
execution and delivery hereof by the parties hereto, and each Certificateholder,
by its acceptance of its Certificate or a beneficial interest therein, agrees to
be bound by the terms of this Agreement.

            4.    Payments. The Assignor hereby covenants and agrees to pay over
to the Assignee, if and when received following the Transfer Date, any amounts
(including any sums payable as interest in respect thereof) paid to or for the
benefit of the Assignor that, under Section 1 hereof, belong to the Assignee.

            5.    Further Assurances. The Assignor shall, at any time and from
time to time, upon the request of the Assignee, promptly and duly execute and
deliver any and all such further instruments and documents and take such further
action as the Assignee may reasonably request to obtain the full benefits of
this Agreement and of the right and powers herein granted. The Assignor agrees
to deliver the Global Certificates, and all Trust Property, if any, then in the
physical possession of the Assignor, to the Assignee.

            6.    Representations and Warranties. (a) The Assignee represents
and warrants to the Assignor and each of the Beneficiaries that:

            (i) it has all requisite power and authority and legal right to
      enter into and carry out the transactions contemplated hereby and to carry
      out and perform the obligations of the "Pass Through Trustee" under the
      Assigned Documents;

            (ii) on and as of the date hereof, the representations and
      warranties of the Assignee set forth in Section 7.15 of the New Pass
      Through Trust Agreement are true and correct.

            (b)   The Assignor represents and warrants to the Assignee that:

            (i) it is duly incorporated, validly existing and in good standing
      under the laws of the State of Delaware and has the full trust power,
      authority and legal right under the laws of the State of Delaware and the
      United States pertaining to its trust and fiduciary powers to execute and
      deliver this Agreement;

            (ii) the execution and delivery by it of this Agreement and the
      performance by it of its obligations hereunder have been duly authorized
      by it and will not violate its articles of association or by-laws or the
      provisions of any indenture, mortgage, contract or other agreement to
      which it is a party or by which it is bound; and

            (iii) this Agreement constitutes the legal, valid and binding
      obligations of it enforceable against it in accordance with its terms,
      except as the same may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting
   82
                                      D-3


      the rights of creditors generally and by general principles of equity,
      whether considered in a proceeding at law or in equity.

            7.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES
OF CONFLICTS OF LAWS.

            8.    Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute a single instrument. It
shall not be necessary that any counterpart be signed by both parties so long as
each party shall sign at least one counterpart.

            9.    Third Party Beneficiaries. The Assignee hereby agrees, for the
benefit of the Beneficiaries, that its representations, warranties and covenants
contained herein are also intended to be for the benefit of each Beneficiary,
and each Beneficiary shall be deemed to be an express third party beneficiary
with respect thereto, entitled to enforce directly and in its own name any
rights or claims it may have against such party as such beneficiary.

            IN WITNESS WHEREOF, the parties hereto, through their respective
officers thereunto duly authorized, have duly executed this Assignment as of the
day and year first above written.

                                    ASSIGNOR:

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity except as expressly
                                    provided herein, but solely as trustee under
                                    the Pass Through Trust Agreement in respect
                                    of the America West Airlines Pass Through
                                    Trust 2001-1C-O


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

                                    ASSIGNEE:

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity except as expressly
                                    provided herein, but solely as trustee under
                                    the Pass Through Trust Agreement in respect
                                    of the America West Airlines Pass Through
                                    Trust 2001-1C-S


                                    By:
                                       -----------------------------------------
                                        Title:
   83
                                                                      Schedule I

                         Schedule of Assigned Documents

(1)   Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the
      Other Trustee, the Policy Provider, the Liquidity Provider, the liquidity
      provider, if any, relating to the Certificates issued under (and as
      defined in) the Other Pass Through Trust Agreement and the Subordination
      Agent.

(2)   Registration Rights Agreement dated as of May 17, 2001 among the Initial
      Purchaser, the Trustee, the Other Trustee, and the Company.

(3)   Escrow and Paying Agent Agreement (Class C) dated as of May 17, 2001 among
      the Escrow Agent, the Initial Purchaser, the Trustee and the Paying Agent.

(4)   Note Purchase Agreement dated as of May 17, 2001 among the Company, the
      Trustee, the Other Trustee, the Depositary, the Escrow Agent, the Paying
      Agent and the Subordination Agent.

(5)   Deposit Agreement (Class C) dated as of May 17, 2001 between the Escrow
      Agent and the Depositary.

(6)   Each of the Operative Agreements (as defined in the Participation
      Agreement for each Aircraft) in effect as of the Transfer Date.
   84
                                                                     Schedule II

                            Schedule of Beneficiaries

Wilmington Trust Company, not in its individual capacity but solely as Pass
      Through Trustee, Subordination Agent, Paying Agent and Escrow Agent

Westdeutsche Landesbank Girozentrale, as Liquidity Provider

Citibank, N.A., as Depositary

America West Airlines, Inc.

Salomon Smith Barney Inc.

Deutsch Banc Alex. Brown Inc.

Mizuho International plc

Banc One Capital Markets, Inc.

Tokyo-Mitsubishi International plc

Each of the other parties to the Assigned Documents
   85
                                                                       EXHIBIT E

            FORM OF NOTICE TO DESIGNATE NOMINEE AS WITHHOLDING AGENT
          (Treas. Reg.Section 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1))

                                                                          [DATE]

National Association of
Securities Dealers, Inc.
Market Operations
80 Merritt Blvd.
Trumbull, CT  06611

      Re:   America West Airlines Pass Through Trust, Series 2001-1C-O
            Pass Through Certificates, Series 2001-1C-O

            With respect to distributions to be made on [INSERT DISTRIBUTION
DATE] to holders of the above-referenced Pass Through Certificates in the amount
of $ ____ per $1,000 principal amount of Certificate, we hereby designate the
appropriate nominees to withhold from amounts distributable to any non-U.S.
Person such amounts as required by Section 1446 of the Internal Revenue Code of
1986, as amended. The term "non-U.S. Person" means any person or entity that,
for U.S. federal income tax purposes, is not a "U.S. Person." "U.S. Person" for
this purpose means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized under the laws of the United
States or any political subdivision thereof, or an estate or trust, the income
of which is subject to U.S. federal income taxation regardless of its source.
The date of record for determining holders of Certificates entitled to receive
the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED RECORD DATE].

                                          Very truly yours,

EX-4.7

   1
                                   EXHIBIT 4.7

                                                                  EXECUTION COPY


- --------------------------------------------------------------------------------


                          PASS THROUGH TRUST AGREEMENT

                            Dated as of May 17, 2001

                                     between

                           AMERICA WEST AIRLINES, INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

           America West Airlines Pass Through Trust, Series 2001-1C-S

            8.37% Initial Pass Through Certificates, Series 2001-1C-S
           8.37% Exchange Pass Through Certificates, Series 2001-1C-S


- --------------------------------------------------------------------------------
   2
Reconciliation and tie between America West Airlines Pass Through Trust
Agreement, Series 2001-1C-S dated as of May 17, 2001, and the Trust Indenture
Act of 1939. This reconciliation does not constitute part of the Pass Through
Trust Agreement.

          Trust Indenture Act                      Pass Through Trust
             of 1939 Section                        Agreement Section
          -------------------                      ------------------
            310(a)(1)                                   7.08
                (a)(2)                                  7.08
            312(a)                                      3.05; 8.01; 8.02
            313(a)                                      7.06; 8.03
            314(a)                                      8.04(a),(c) & (d)
            (a)(4)                                      8.04(e)
            (c)(1)                                      1.02
            (c)(2)                                      1.02
            (d)(1)                                      7.13; 11.01
            (d)(2)                                      7.13; 11.01
            (d)(3)                                      2.01
            (e)                                         1.02
            315(b)                                      7.02
            316(a)(last sentence)                       1.04(c)
                (a)(1)(A)                               6.04
                (a)(1)(B)                               6.05
                (b)                                     6.06
                (c)                                     1.04(e)
            317(a)(1)                                   6.03
                (b)                                     7.13
            318(a)                                      12.06
   3
                                TABLE OF CONTENTS

SECTION                                                                   PAGE

ARTICLE I  DEFINITIONS.......................................................2
      Section 1.01. Definitions..............................................2
      Section 1.02. Compliance Certificates and Opinions....................13
      Section 1.03. Form of Documents Delivered to Trustee..................14
      Section 1.04. Directions of Certificateholders........................14

ARTICLE II  ACQUISITION OF TRUST PROPERTY...................................15
      Section 2.01. Acquisition of Trust Property...........................15
      Section 2.02. Acceptance by the Trustee...............................16
      Section 2.03. Limitation of Powers....................................16

ARTICLE III  THE CERTIFICATES...............................................16
      Section 3.01. Title, Form, Denomination and Execution of Certificates.16
      Section 3.02. Restrictive Legends.....................................19
      Section 3.03. Authentication of Certificates..........................20
      Section 3.04. Transfer and Exchange...................................20
      Section 3.05. Book-Entry Provisions for Restricted Global
                    Certificates and Regulation S Global Certificates ......21
      Section 3.06. Special Transfer Provisions.............................23
      Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates.......26
      Section 3.08. Persons Deemed Owners...................................26
      Section 3.09. Cancellation............................................26
      Section 3.10. Temporary Certificates..................................26
      Section 3.11. Limitation of Liability for Payments....................27
      Section 3.12. ERISA Restrictive Legend................................27

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.................28
      Section 4.01. Certificate Account and Special Payments Account........28
      Section 4.02. Distributions from Certificate Account and Special
                    Payments Account .......................................28
      Section 4.03. Statements to Certificateholders........................29
      Section 4.04. Investment of Special Payment Moneys....................31

ARTICLE V  THE COMPANY......................................................31
      Section 5.01. Maintenance of Corporate Existence......................31
      Section 5.02. Consolidation, Merger, Etc..............................31

ARTICLE VI  DEFAULT.........................................................32
      Section 6.01. Events of Default.......................................32
      Section 6.02. Incidents of Sale of Equipment Notes....................34
      Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee
                    May Bring Suit .........................................34
      Section 6.04. Control by Certificateholders...........................35
      Section 6.05. Waiver of Past Defaults.................................35
   4
SECTION                                                                   PAGE


      Section 6.06. Right of Certificateholders to Receive Payments
                    Not to Be Impaired .....................................36
      Section 6.07. Certificateholders May Not Bring Suit Except
                    Under Certain Conditions ...............................36
      Section 6.08. Remedies Cumulative.....................................36

ARTICLE VII  THE TRUSTEE....................................................37
      Section 7.01. Certain Duties and Responsibilities.....................37
      Section 7.02. Notice of Defaults......................................37
      Section 7.03. Certain Rights of Trustee...............................37
      Section 7.04. Not Responsible for Recitals or Issuance of
                    Certificates ...........................................39
      Section 7.05. May Hold Certificates...................................39
      Section 7.06. Money Held in Trust.....................................39
      Section 7.07. Compensation and Reimbursement..........................39
      Section 7.08. Corporate Trustee Required; Eligibility.................40
      Section 7.09. Resignation and Removal; Appointment of Successor.......41
      Section 7.10. Acceptance of Appointment by Successor..................42
      Section 7.11. Merger, Conversion, Consolidation or Succession
                    to Business ............................................42
      Section 7.12. Maintenance of Agencies.................................43
      Section 7.13. Money for Certificate Payments to Be Held in Trust......44
      Section 7.14. Registration of Equipment Notes in Name of
                    Subordination Agent ....................................44
      Section 7.15. Representations and Warranties of Trustee...............44
      Section 7.16. Withholding Taxes, Information Reporting................45
      Section 7.17. Trustee's Liens.........................................46
      Section 7.18. Preferential Collection of Claims.......................46

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE..............46
      Section 8.01. The Company to Furnish Trustee with Names and
                    Addresses of Certificateholders ........................46
      Section 8.02. Preservation of Information; Communications to
                    Certificateholders .....................................46
      Section 8.03. Reports by Trustee......................................46
      Section 8.04. Reports by the Company..................................46

ARTICLE IX  SUPPLEMENTAL AGREEMENTS.........................................48
      Section 9.01. Supplemental Agreements Without Consent of
                    Certificateholders .....................................48
      Section 9.02. Supplemental Agreements with Consent of
                    Certificateholders .....................................49
      Section 9.03. Documents Affecting Immunity or Indemnity...............50
      Section 9.04. Execution of Supplemental Agreements....................50
      Section 9.05. Effect of Supplemental Agreements.......................50
      Section 9.06. Conformity with Trust Indenture Act.....................50
      Section 9.07. Reference in Certificates to Supplemental Agreements....50

ARTICLE X  AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS.................51
      Section 10.01. Amendments and Supplements to Indentures and
                     Financing Documents ...................................51


                                       ii
   5
SECTION                                                                   PAGE


ARTICLE XI  TERMINATION OF TRUST............................................51
      Section 11.01. Termination of the Trust...............................51

ARTICLE XII  MISCELLANEOUS PROVISIONS.......................................52
      Section 12.01. Limitation on Rights of Certificateholders.............52
      Section 12.02. Certificates Nonassessable and Fully Paid..............52
      Section 12.03. Notices................................................53
      Section 12.04. Governing Law..........................................54
      Section 12.05. Severability of Provisions.............................54
      Section 12.06. Trust Indenture Act Controls...........................54
      Section 12.07. Effect of Headings and Table of Contents...............54
      Section 12.08. Successors and Assigns.................................54
      Section 12.09. Benefits of Agreement..................................54
      Section 12.10. Legal Holidays.........................................54
      Section 12.11. Counterparts...........................................55
      Section 12.12. Intention of Parties...................................55


Exhibit A     -   Form of Certificate to Request Removal of Restricted Legend
Exhibit B     -   Form of Certificate to be Delivered by an Institutional
                  Accredited Investor


                                      iii
   6
                          PASS THROUGH TRUST AGREEMENT


            This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the
"Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and
WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of
America West Airlines Pass Through Trust, Series 2001-1C-S and the 8.37% America
West Airlines Pass Through Trust, Series 2001-1C-S Pass Through Certificates
representing fractional undivided interests in the Trust.

                                   WITNESSETH:

            WHEREAS, the Company has obtained commitments from AVSA for the
delivery of certain Aircraft;

            WHEREAS, as of the Transfer Date, the Company will have financed (or
refinanced) the acquisition of all or a portion of the Aircraft either (i)
through separate leveraged lease transactions in which the Company will lease
such aircraft (collectively, the "Leased Aircraft") or (ii) through separate
secured loan transactions in which the Company will own such Aircraft
(collectively, the "Owned Aircraft");

            WHEREAS, as of the Transfer Date, in the case of each Leased
Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner
Participant, will have issued pursuant to an Indenture, on a non-recourse basis,
three series of Equipment Notes in order to finance a portion of its purchase
price of such Leased Aircraft;

            WHEREAS, as of the Transfer Date, in the case of each Owned
Aircraft, the Company will have issued pursuant to an Indenture, on a recourse
basis, three series of Equipment Notes to finance a portion of the purchase
price of such Owned Aircraft;

            WHEREAS, as of the Transfer Date, the Related Trustee will assign,
transfer and deliver all of such trustee's right, title and interest to the
trust property held by the Related Trustee to the Trustee pursuant to the
Assignment and Assumption Agreement;

            WHEREAS, the Trustee, effective only, but automatically, upon
execution and delivery of the Assignment and Assumption Agreement, will be
deemed to have declared the creation of the Trust for the benefit of the
Certificateholders, and each holder of Certificates outstanding as of the
Transfer Date, as the grantors of the Trust, by their respective acceptances of
the Certificates, will join in the creation of this Trust with the Trustee;

            WHEREAS, all Certificates deemed issued by the Trust will evidence
fractional undivided interests in the Trust and will convey no rights, benefits
or interests in respect of any property other than the Trust Property except for
those Certificates to which an Escrow Receipt (as defined below) has been
affixed;

            WHEREAS, the Company has duly authorized the execution, delivery and
effectiveness of this Agreement as the "issuer", as such term is defined in and
solely for purposes of the Securities Act, of the Certificates deemed to be
issued pursuant hereto and as the
   7
                                       2

"obligor", as such term is defined in and solely for purposes of the Trust
Indenture Act of 1939, as amended, with respect to all such Certificates and is
undertaking to perform certain administrative and ministerial duties hereunder
and is also undertaking to pay the ongoing fees and expenses of the Trustee;

            WHEREAS, upon the execution and delivery of the Assignment and
Assumption Agreement, all of the conditions and requirements necessary to make
this Agreement a valid, binding and legal instrument, enforceable in accordance
with its terms and for the purposes herein expressed, will have been done,
performed and fulfilled, and the execution and delivery of this Agreement in the
form and with the terms hereof will have been in all respects duly authorized;
and

            WHEREAS, upon issuance of the Exchange Certificates, if any, or the
effectiveness of the Shelf Registration Statement, this Agreement, as amended or
supplemented from time to time, will be subject to the provisions of the Trust
Indenture Act of 1939, and shall, to the extent applicable, be governed by such
provisions;

            NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01. Definitions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

            (1) the terms used in this Agreement, including in the recitals to
      this Agreement, that are defined in this Article have the meanings
      assigned to them in this Article, and include the plural as well as the
      singular;

            (2) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, or by the rules
      promulgated under the Trust Indenture Act, have the meanings assigned to
      them therein;

            (3) all references in this Agreement to designated "Articles",
      "Sections", "Subsections" and other subdivisions are to the designated
      Articles, Sections, Subsections and other subdivisions of this Agreement;

            (4) the words "herein", "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section, Subsection or other subdivision; and

            (5) unless the context otherwise requires, whenever the words
      "including", "include" or "includes" are used herein, it shall be deemed
      to be followed by the phrase "without limitation".
   8
                                        3

            Affiliate: Means, with respect to any specified Person, any other
      Person directly or indirectly controlling or controlled by or under direct
      or indirect common control with such Person. For the purposes of this
      definition, "control" means the power, directly or indirectly, to direct
      the management and policies of such Person, whether through the ownership
      of voting securities or by contract or otherwise, and the terms
      "controlling" and "controlled" have meanings correlative to the foregoing.

            Agent Members: Has the meaning specified in Section 3.05.

            Agreement: Has the meaning specified in the initial paragraph
       hereto.

            Aircraft: Has the meaning specified in the Note Purchase Agreement.

            Aircraft Purchase Agreement: Has the meaning specified in the
      Note Purchase Agreement.

            Assignment and Assumption Agreement: Means the assignment and
      assumption agreement substantially in the form of Exhibit D to the Related
      Pass Through Trust Agreement to be executed and delivered in accordance
      with Section 11.01 of the Related Pass Through Trust Agreement.

            Authorized Agent: Means any Paying Agent or Registrar for the
      Certificates.

            Avoidable Tax: Means a state or local tax (i) upon (w) the Trust,
      (x) the Trust Property, (y) Certificateholders or (z) the Trustee for
      which the Trustee is entitled to seek reimbursement from the Trust
      Property, and (ii) which would be avoided if the Trustee were located in
      another state, or jurisdiction within a state, within the United States. A
      tax shall not be an Avoidable Tax if the Company or any Owner Trustee
      shall agree to pay, and shall pay, such tax.

            AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries.

            Business Day: Means any day other than a Saturday, a Sunday or a day
      on which commercial banks are required or authorized to close in Phoenix,
      Arizona, New York, New York, Wilmington, Delaware or, so long as any
      Certificate is outstanding, the city and state in which the Trustee or any
      Loan Trustee maintains its Corporate Trust Office or receives and
      disburses funds.

            Certificate: Means any one of the Initial Certificates or Exchange
      Certificates issued by the Related Trust and that are "Outstanding" (as
      defined in the Related Pass Through Trust Agreement) as of the Transfer
      Date (the "Transfer Date Certificates") and any such Initial Certificates
      or Exchange Certificates issued in exchange therefor or replacement
      thereof pursuant to this Agreement.

            Certificate Account: Means the account or accounts created and
      maintained pursuant to Section 4.01(a).
   9
                                       4

            Certificate Purchase Agreement: Means the Purchase Agreement dated
      May 10, 2000 among the Initial Purchasers and the Company, as the same may
      be amended, supplemented or otherwise modified from time to time in
      accordance with its terms.

            Certificateholder or Holder: Means the Person in whose name a
      Certificate is registered in the Register.

            Clearstream: Means Clearstream Banking, societe anonyme,
      organized under Luxembourg law (formerly known as Cedelbank) or any
      successor thereto.

            Company: Means America West Airlines, Inc., a Delaware corporation,
      or its successor in interest pursuant to Section 5.02, or (only in the
      context of provisions hereof, if any, where such reference is required for
      purposes of compliance with the Trust Indenture Act) any other "obligor"
      (within the meaning of the Trust Indenture Act) with respect to the
      Certificates.

            Controlling Party: Has the meaning specified in the Intercreditor
      Agreement.

            Corporate Trust Office: With respect to the Trustee or any Loan
      Trustee, means the office of such trustee in the city at which at any
      particular time its corporate trust business shall be principally
      administered.

            Definitive Certificates: Has the meaning specified in Section
      3.01(e).

            Delivery Period Termination Date: Has the meaning specified in
      the Related Pass Through Trust Agreement.

            Deposits:  Has the meaning specified in the Deposit Agreement.

            Deposit Agreement: Means the Deposit Agreement dated as of May 17,
      2001 relating to the Certificates between the Depositary and the Escrow
      Agent, as the same may be amended, supplemented or otherwise modified from
      time to time in accordance with its terms.

            Depositary:  Means Citibank, N.A.

            Direction:  Has the meaning specified in Section 1.04(a).

            Distribution Date: Means any Regular Distribution Date or
      Special Distribution Date as the context requires.

            DTC: Means The Depository Trust Company, its nominees and their
      respective successors.

            EBO Date: Means the date set forth on Schedule 1 to the Lease as the
      "EBO Date".

            Equipment Notes: Means the equipment notes issued under the
      Indentures.
   10
                                       5

            ERISA: Means the Employee Retirement Income Security Act of
      1974, as amended from time to time, or any successor federal statute.

            ERISA Legend: Has the meaning specified in Section 3.12.

            Escrow Agent: Means, initially, Wilmington Trust Company, and
      any replacement or successor therefor appointed in accordance with the
      Escrow Agreement.

            Escrow Agreement: Means the Escrow and Paying Agent Agreement dated
      as of May 17, 2001 relating to the Certificates, among the Escrow Agent,
      the Escrow Paying Agent, the Related Trustee (and after the Transfer Date,
      the Trustee) and the Initial Purchasers, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

            Escrow Paying Agent: Means the Person acting as paying agent
      under the Escrow Agreement.

            Escrow Receipt: Means the receipt substantially in the form
      annexed to the Escrow Agreement representing a fractional undivided
      interest in the funds held in escrow thereunder.

            Euroclear: Means Morgan Guaranty Trust Company of New York,
      Brussels Office, as operator of the Euroclear System.

            Event of Default: Means an Indenture Default under any Indenture
      pursuant to which Equipment Notes held by the Trust were issued.

            Exchange Certificates: Means the pass through certificates issued in
      exchange for the Initial Certificates pursuant to the Registration Rights
      Agreement and authenticated under the Related Pass Through Trust Agreement
      (prior to the Transfer Date) or hereunder (after the Transfer Date).

            Exchange Offer:  Means the exchange offer which may be made
      pursuant to the Registration Rights Agreement to exchange Initial
      Certificates for Exchange Certificates.

            Exchange Offer Registration Statement: Means the registration
      statement that, pursuant to the Registration Rights Agreement, is filed by
      the Company with the SEC with respect to the exchange of Initial
      Certificates for Exchange Certificates.

            Final Legal Distribution Date: Means October 2, 2008.

            Final Withdrawal: Has the meaning specified in the Escrow
      Agreement.

            Final Withdrawal Date: Has the meaning specified in the Escrow
      Agreement.

            Financing Documents: With respect to any Equipment Note, means (i)
      the Indenture and the Participation Agreement relating to such Equipment
      Note, and (ii) in
   11
                                       6

      the case of any Equipment Note related to a Leased Aircraft, the Lease
      relating to such Leased Aircraft.

            Fractional Undivided Interest: Means the fractional undivided
      interest in the Trust that is evidenced by a Certificate.

            Global Certificates: Has the meaning specified in Section
      3.01(d).

            Global Exchange Certificate: Has the meaning specified in
      Section 3.01(f).

            Indenture: Means each of the separate trust indentures and mortgages
      relating to the Aircraft, each as specified or described in a Delivery
      Notice delivered pursuant to the Note Purchase Agreement or the related
      Participation Agreement, in each case as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

            Indenture Default: With respect to any Indenture, means any Event of
      Default (as such term is defined in such Indenture).

            Initial Certificates: Means the "Initial Certificates" issued and
      authenticated under the Related Pass Through Trust Agreement, and any
      certificates issued and authenticated thereunder substantially in the form
      of Exhibit A thereto other than the Exchange Certificates.

            Initial Purchaser: Means Salomon Smith Barney Inc., Deutsche Banc
      Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc.
      and Tokyo-Mitsubishi International plc.

            Institutional Accredited Investor: Means an institutional investor
      that is an "accredited investor" within the meaning set forth in Rule
      501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

            Intercreditor Agreement: Means the Intercreditor Agreement dated as
      of May 17, 2001 among the Related Trustee (and after the Transfer Date,
      the Trustee), the Related Other Trustees (and after the Transfer Date, the
      Other Trustees), the Liquidity Provider, the liquidity provider relating
      to the Certificates issued under (and as defined in) the Related Other
      Pass Through Trust Agreements, the Policy Provider and Wilmington Trust
      Company, as Subordination Agent and as trustee thereunder, as amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

            Investors: Means the Initial Purchasers together with all subsequent
      beneficial owners of the Certificates.

            Issuance Date: Means the date of the issuance of the Initial
      Certificates.

            Lease: Means, with respect to each Leased Aircraft, the lease
      between an Owner Trustee, as the lessor, and the Company, as the lessee,
      referred to in the related Indenture,
   12
                                       7

      as such lease may be amended, supplemented or otherwise modified in
      accordance with its terms.

            Leased Aircraft: Has the meaning specified in the second recital to
      this Agreement.

            Liquidity Facility: Means, initially, the Revolving Credit Agreement
      dated as of May 17, 2001 relating to the Certificates, between the
      Liquidity Provider and the Subordination Agent, as agent and trustee for
      the Trustee, and, from and after the replacement of such Agreement
      pursuant to the Intercreditor Agreement, the replacement liquidity
      facility therefor, in each case as amended, supplemented or otherwise
      modified from time to time in accordance with their respective terms.

            Liquidity Provider: Means, initially, Westdeutsche Landesbank
      Girozentrale, and any replacement or successor therefor appointed in
      accordance with the Intercreditor Agreement.

            Loan Trustee: With respect to any Equipment Note or the Indenture
      applicable thereto, means the bank or trust company designated as trustee
      under such Indenture, together with any successor to such trustee
      appointed pursuant thereto.

            Material Adverse Tax Event: Has the meaning specified in Section
      17.3(a)(4) of the Lease.

            Non-U.S. Person: Means a Person that is not a "U.S. person", as
      defined in Regulation S.

            Note Purchase Agreement: Means the Note Purchase Agreement dated as
      of May 17, 2001 among the Related Trustee (and after the Transfer Date,
      the Trustee), the Related Other Trustees (and after the Transfer Date, the
      Other Trustees), the Company, the Escrow Agent, the Escrow Paying Agent
      and the Subordination Agent, as the same may be amended, supplemented or
      otherwise modified from time to time, in accordance with its terms.

            Offering Circular: Means the Offering Memorandum dated May 10, 2000
      relating to the offering of the Certificates and the other certificates
      issued under the Related Other Pass Through Trust Agreements.

            Officer's Certificate: Means a certificate signed, (a) in the case
      of the Company, by any Vice President or more senior officer of the
      Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a
      Responsible Officer of such Owner Trustee or such Loan Trustee, as the
      case may be.

            Opinion of Counsel: Means a written opinion of legal counsel who (a)
      in the case of counsel for the Company may be (i) the General Counsel of
      the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman &
      Kammholz LLP, or (iv) such other counsel designated by the Company and
      reasonably acceptable to the Trustee and (b) in the case of counsel for
      any Owner Trustee or any Loan Trustee may be such counsel as
   13
                                       8

      may be designated by any of them whether or not such counsel is an
      employee of any of them, and who shall be reasonably acceptable to the
      Trustee.

            Other Pass Through Trust Agreements: Means the other America West
      Airlines 2001-1 Pass Through Trust Agreements relating to the America West
      Airlines Pass Through Trust, Series 2001-1G-S and the America West
      Airlines Pass Through Trust, Series 2001-1D-S, dated the date hereof.

            Other Trustees: Means the trustee under the Other Pass Through Trust
      Agreement, and any successor or other trustee appointed as provided
      therein.

            Other Trusts: Means the America West Airlines Pass Through Trust,
      Series 2001-1G-S and the America West Airlines Pass Through Trust, Series
      2001-1D-S created under the Other Pass Through Trust Agreement.

            Outstanding: When used with respect to Certificates, means, as of
      the date of determination, all Transfer Date Certificates, and all other
      Certificates theretofore authenticated and delivered under this Agreement,
      in each case except:

                  (i)  Certificates theretofore canceled by the Registrar or
            delivered to the Trustee or the Registrar for cancellation;

                  (ii) Certificates for which money in the full amount required
            to make the final distribution with respect to such Certificates
            pursuant to Section 11.01 hereof has been theretofore deposited with
            the Trustee in trust for the Holders of such Certificates as
            provided in Section 4.01 pending distribution of such money to such
            Certificateholders pursuant to payment of such final distribution;
            and

                  (iii) Certificates in exchange for or in lieu of which other
            Certificates have been authenticated and delivered pursuant to this
            Agreement.

            Owned Aircraft: Has the meaning specified in the second recital to
      this Agreement.

            Owner Participant: With respect to any Equipment Note relating to a
      Leased Aircraft, means the "Owner Participant" as referred to in the
      Indenture pursuant to which such Equipment Note is issued and any
      permitted successor or assign of such Owner Participant; and Owner
      Participants at any time of determination means all of the Owner
      Participants thus referred to in the Indentures.

            Owner Trustee: With respect to any Equipment Note relating to a
      Leased Aircraft, means the "Owner Trustee", as referred to in the
      Indenture pursuant to which such Equipment Note is issued, not in its
      individual capacity but solely as trustee; and Owner Trustees means all of
      the Owner Trustees party to any of the Indentures.

            Participation Agreement: Means each Participation Agreement to be
      entered into by the Related Trustee pursuant to the Note Purchase
      Agreement, as the same may be amended, supplemented or otherwise modified
      in accordance with its terms.
   14
                                       9

            Paying Agent: Means the paying agent maintained and appointed for
      the Certificates pursuant to Section 7.12.

            Permitted Investments: Means obligations of the United States of
      America or agencies or instrumentalities thereof for the payment of which
      the full faith and credit of the United States of America is pledged,
      maturing in not more than 60 days after the date of acquisition thereof or
      such lesser time as is required for the distribution of any Special
      Payments on a Special Distribution Date.

            Person: Means any person, including any individual, corporation,
      limited liability company, partnership, joint venture, association,
      joint-stock company, trust, trustee, unincorporated organization, or
      government or any agency or political subdivision thereof.

            Policy:  Has the meaning specified in the Intercreditor Agreement.

            Policy Provider: Has the meaning specified in the Intercreditor
      Agreement.

            Policy Provider Agreement: Has the meaning specified in the
      Intercreditor Agreement.

            Policy Provider Default: Has the meaning specified in the
      Intercreditor Agreement.

            Pool Balance: Means, as of any date, (i) the original aggregate face
      amount of the "Certificates" as defined in the Related Pass Through Trust
      Agreement, less (ii) the aggregate amount of all payments made in respect
      of such Certificates other than payments made in respect of interest or
      premium thereon or reimbursement of any costs or expenses incurred in
      connection therewith. The Pool Balance as of any Distribution Date shall
      be computed after giving effect to the payment of principal, if any, on
      the Equipment Notes or other Trust Property held in such Trust and the
      distribution thereof to be made on such Distribution Date and the
      distribution of the Final Withdrawal to be made on such Distribution Date.

            Pool Factor: Means, as of any date, the quotient (rounded to the
      seventh decimal place) computed by dividing (i) the Pool Balance as at
      such date by (ii) the original aggregate face amount of the "Certificates"
      as defined in the Related Pass Through Trust Agreement. The Pool Factor as
      of any Distribution Date shall be computed after giving effect to the
      payment of principal, if any, on the Equipment Notes or other Trust
      Property and the distribution thereof to be made on such Distribution Date
      and the distribution of the Final Withdrawal to be made on such
      Distribution Date.

            PTC Event of Default: Means any failure to pay within 10 Business
      Days of the due date thereof: (i) the outstanding Pool Balance on the
      Final Legal Distribution Date or (ii) interest due on the Certificates on
      any Distribution Date (unless the Subordination Agent shall have made an
      Interest Drawing or Drawings (as defined in the Intercreditor Agreement),
      or a withdrawal or withdrawals pursuant to Section 3.6(f) of the
   15
                                       10

      Intercreditor Agreement, with respect thereto in an aggregate amount
      sufficient to pay such interest and shall have distributed such amount to
      the Trustee).

            QIB: Means a qualified institutional buyer as defined in Rule 144A.

            Record Date: Means (i) for Scheduled Payments to be distributed on
      any Regular Distribution Date, other than the final distribution, the 15th
      day (whether or not a Business Day) preceding such Regular Distribution
      Date, and (ii) for Special Payments to be distributed on any Special
      Distribution Date, other than the final distribution, the 15th day
      (whether or not a Business Day) preceding such Special Distribution Date.

            Register and Registrar: Mean the register maintained and the
      registrar appointed pursuant to Sections 3.04 and 7.12.

            Registration Event: Means the declaration of the effectiveness by
      the SEC of the Exchange Offer Registration Statement or the Shelf
      Registration Statement.

            Registration Rights Agreement: Means the Exchange and Registration
      Rights Agreement dated as of May 17, 2001, among the Initial Purchaser,
      the Related Trustee (and after the Transfer Date, the Trustee), the
      Related Other Trustee (and after the Transfer Date, the Other Trustee) and
      the Company, as amended, supplemented or otherwise modified from time to
      time in accordance with its terms.

            Regular Distribution Date: With respect to distributions of
      Scheduled Payments in respect of the Certificates, means each date
      designated as a Regular Distribution Date in the Certificates issued
      pursuant to this Agreement, until payment of all the Scheduled Payments to
      be made under the Equipment Notes held in the Trust have been made;
      provided, however, that, if any such day shall not be a Business Day, the
      related distribution shall be made on the next succeeding Business Day
      without additional interest.

            Regulation S: Means Regulation S under the Securities Act or any
      successor regulation thereto.

            Regulation S Definitive Certificates: Has the meaning specified in
      Section 3.01(e).

            Regulation S Global Certificates: Has the meaning specified in
      Section 3.01(d).

            Related Other Pass Through Trust Agreement: Means the "Other Pass
      Through Trust Agreements" as defined in the Related Pass Through Trust
      Agreement.

            Related Other Trustee: Means the "Other Trustees" as defined in the
      Related Pass Through Trust Agreement.

            Related Other Trust: Means the "Other Trusts" as defined in the
      Related Pass Through Trust Agreement.
   16
                                       11

            Related Pass Through Trust Agreement: Means the Pass Through Trust
      Agreement relating to the America West Airlines Pass Through Trust, Series
      2001-1C-O, dated as of the date hereof, between the Company and the
      institution acting as trustee thereunder, as amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

            Related Trust: Means the America West Pass Through Trust, Series
      2001-1C-O, formed under the Related Pass Through Trust Agreement.

            Related Trustee: Means the trustee under the Related Pass Through
      Trust Agreement.

            Responsible Officer: With respect to the Trustee, any Loan Trustee
      and any Owner Trustee, means any officer in the Corporate Trust Office of
      the Trustee, Loan Trustee or Owner Trustee or any other officer
      customarily performing functions similar to those performed by the persons
      who at the time shall be such officers, respectively, or to whom any
      corporate trust matter is referred because of his knowledge of and
      familiarity with a particular subject.

            Restricted Definitive Certificates: Has the meaning specified in
      Section 3.01(e).

            Restricted Global Certificate: Has the meaning specified in Section
      3.01(c).

            Restricted Legend: Has the meaning specified in Section 3.02.

            Restricted Period: Has the meaning specified in Section 3.01(d).

            Rule 144A: Means Rule 144A under the Securities Act and any
      successor rule thereto.

            Scheduled Payment: With respect to any Equipment Note, means (i) any
      payment of principal or interest on or in respect of such Equipment Note
      (other than any such payment which is not in fact received by the
      Subordination Agent within five days of the date on which such payment is
      scheduled to be made) due from the obligor thereon or (ii) any payment of
      interest on the Certificates with funds drawn under any Liquidity Facility
      or any payment of interest on or principal of the Certificates with funds
      drawn under the Policy, which payment in any such case represents the
      installment of principal at the stated maturity of such installment of
      principal on such Equipment Note, the payment of regularly scheduled
      interest accrued on the unpaid principal amount of such Equipment Note, or
      both; provided that any payment of principal, premium, if any, or interest
      resulting from the redemption or purchase of any Equipment Note shall not
      constitute a Scheduled Payment.

            SEC: Means the Securities and Exchange Commission, as from time to
      time constituted or created under the United States Securities Exchange
      Act of 1934, as amended, or, if at any time after the execution of this
      instrument such Commission is not existing and performing the duties now
      assigned to it under the Trust Indenture Act, then the body performing
      such duties on such date.
   17
                                       12

            Securities Act: Means the United States Securities Act of 1933, as
      amended from time to time, or any successor thereto.

            Shelf Registration Statement: Means the shelf registration statement
      which may be required to be filed by the Company with the SEC pursuant to
      any Registration Rights Agreement, other than an Exchange Offer
      Registration Statement.

            Special Distribution Date: Means each date on which a Special
      Payment is to be distributed as specified in this Agreement; provided,
      however, that, if any such day shall not be a Business Day, the related
      distribution shall be made on the next succeeding Business Day without
      additional interest.

            Special Redemption Premium: Means the premium payable by the Company
      in respect of the Final Withdrawal pursuant to the Note Purchase
      Agreement.

            Special Payment: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note or Trust Indenture
      Estate (as defined in each Indenture) or Special Redemption Premium.

            Special Payments Account: Means the account or accounts created and
      maintained pursuant to Section 4.01(b).

            Subordination Agent: Has the meaning specified in the Intercreditor
      Agreement.

            Substitute Aircraft: Has the meaning specified in the Note Purchase
      Agreement.

            Tax: Means all license, recording, documentary, registration and
      other similar fees and all taxes, levies, imposts, duties, charges,
      assessments or withholdings of any nature whatsoever imposed by any Taxing
      Authority, together with any penalties, additions to tax, fines or
      interest thereon or additions thereto.

            Taxing Authority: Means any federal, state or local government or
      other taxing authority in the United States, any foreign government or any
      political subdivision or taxing authority thereof, any international
      taxing authority or any territory or possession of the United States or
      any taxing authority thereof.

            Transfer Date: Means the moment of execution and delivery of the
      Assignment and Assumption Agreement by each of the parties thereto.

            Transfer Date Certificates: Has the meaning specified in the
      definition of "Certificates".

            Trust: Means the trust created by this Agreement, the estate of
      which consists of the Trust Property.

            Trust Indenture Act: Means the United States Trust Indenture Act of
      1939, as amended from time to time, or any successor thereto.
   18
                                       13

            Trust Property: Means (i) the Equipment Notes held as the property
      of the Trust and, subject to the Intercreditor Agreement, all monies at
      any time paid thereon and all monies due and to become due thereunder,
      (ii) funds from time to time deposited in the Certificate Account and the
      Special Payments Account and, subject to the Intercreditor Agreement, any
      proceeds from the sale by the Trustee pursuant to Article VI hereof of any
      Equipment Note and (iii) all rights of the Trust and the Trustee, on
      behalf of the Trust, under the Intercreditor Agreement, the Escrow
      Agreement, the Note Purchase Agreement and the Liquidity Facilities,
      including, without limitation, all rights to receive certain payments
      thereunder, and all monies paid to the Trustee on behalf of the Trust
      pursuant to the Intercreditor Agreement or the Liquidity Facilities,
      provided, that rights with respect to the Deposits or under the Escrow
      Agreement, except for the right to direct withdrawals for the purchase of
      Equipment Notes to be held in the Related Pass Through Trust Agreement,
      will not constitute Trust Property.

            Trustee: Means Wilmington Trust Company, or its successor in
      interest, and any successor or other trustee appointed as provided herein.

            Trustee's Lien: Has the meaning specified in Section 7.17.

            Unindemnified Tax: Means (i) any Tax imposed on the net income, net
      worth or capital, or any franchise Tax or similar doing business Tax, of
      the Pass Through Trustee (other than any such Tax imposed as a result of
      the Company's assumption of the Equipment Notes pursuant to the purchase
      of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any
      withholding Tax imposed by the United States (including, without
      limitation, any withholding Tax imposed by the United States which is
      imposed or increased as a result of the Pass Through Trustee failing to
      deliver to the Company any certificate or document necessary to establish
      that payments under this Agreement are exempt from withholding Tax), and
      (iii) any Avoidable Tax.

            Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request,
no additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(e)) shall include:

            (1) a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions in this
      Agreement relating thereto;
   19
                                       14


            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of each such individual, he has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

            Section 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters and any such Person may certify or give an opinion as to
such matters in one or several documents.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement or, in respect of the Certificates, this
Agreement, they may, but need not, be consolidated and form one instrument.

            Section 1.04. Directions of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement to be given or taken by Certificateholders (a "Direction") may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent or proxy duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required pursuant to this
Agreement, to the Company or any Loan Trustee. Proof of execution of any such
instrument or of a writing appointing any such agent or proxy shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee, the Company and any Loan Trustee, if made in the manner provided in
this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.
   20
                                       15


            (c) In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
Direction under this Agreement, Certificates owned by the Company or any
Affiliate thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination. In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates Outstanding,
such Certificates shall not be so disregarded, and (ii) if any amount of
Certificates so owned by any such Person have been pledged in good faith, such
Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company or any Affiliate thereof.

            (d) For all purposes of this Agreement, all Initial Certificates
constituting Certificates and all Exchange Certificates constituting
Certificates shall vote and take all other actions of Certificateholders
together as one series of Certificates.

            (e) The Company may at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than 30
days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed, such Direction may be given before or
after such record date, but only the Certificateholders of record at the close
of business on such record date shall be deemed to be Certificateholders for the
purposes of determining whether Certificateholders of the requisite proportion
of Outstanding Certificates have authorized or agreed or consented to such
Direction, and for that purpose the Outstanding Certificates shall be computed
as of such record date; provided that no such Direction by the
Certificateholders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Agreement not later than one
year after such record date.

            (f) Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

            (g) Except as otherwise provided in Section 1.04(c), Certificates
owned by or pledged to any Person shall have an equal and proportionate benefit
under the provisions of this Agreement, without preference, priority, or
distinction as among all of the Certificates.


                                   ARTICLE II

                          ACQUISITION OF TRUST PROPERTY

            Section 2.01. Acquisition of Trust Property. (a) The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and Assumption Agreement on the date specified in Section 11.01 of the Related
Pass Through Trust Agreement, subject only to the satisfaction of the conditions
to such execution set forth in said Section 11.01. This Agreement (except only
for the immediately preceding sentence hereof, which is effective
   21
                                       16


upon execution and delivery hereof) shall become effective upon the execution
and delivery of the Assignment and Assumption Agreement by the Trustee and the
Related Trustee, automatically and without any further signature or action on
the part of the Company and the Trustee, and shall thereupon constitute the
legal, valid and binding obligation of the parties hereto enforceable against
each of the parties hereto in accordance with its terms. Upon such execution and
delivery of the Assignment and Assumption Agreement, the Related Trust shall be
terminated, the Certificateholders shall receive beneficial interests in the
Trust in exchange for their interests in the Related Trust equal to their
respective beneficial interests in the Related Trust and the "Outstanding" (as
defined in the Related Pass Through Trust Agreement) pass through certificates
representing fractional undivided interests in the Related Trust shall be deemed
for all purposes of this Agreement and the Related Pass Through Trust Agreement,
without further signature or action of any party or Certificateholder, to be
Certificates representing the same Fractional Undivided Interests in the Trust
and the Trust Property. By acceptance of its Certificate, each Certificateholder
consents to and ratifies such assignment, transfer and delivery of the trust
property of the Related Trust to the Trustee upon the execution and delivery of
the Assignment and Assumption Agreement.

            Section 2.02. Acceptance by the Trustee. The Trustee, upon the
execution and delivery of the Assignment and Assumption Agreement, acknowledges
its acceptance of all right, title and interest in and to the Trust Property and
declares that the Trustee holds and will hold such right, title and interest for
the benefit of all then present and future Certificateholders, upon the trusts
herein set forth. Subject to Section 7.14, the Trustee shall take all actions
reasonably necessary to maintain the registration of all such Equipment Notes in
the name of the Subordination Agent. By the acceptance of each Certificate
issued to it under the Related Pass Through Trust Agreement and deemed issued
under this Agreement, each holder of any such Certificate as grantor of the
Trust thereby joins in the creation and declaration of the Trust.

            Section 2.03. Limitation of Powers. The Trust is constituted solely
for the purpose of making the investment in the Equipment Notes, and, except as
set forth herein, the Trustee shall not be authorized or empowered to acquire
any other investments or engage in any other activities including without
limitation purchasing any Equipment Note issued in connection with the
redemption of outstanding Equipment Notes under any Indenture and, in
particular, the Trustee shall not be authorized or empowered to do anything that
would cause such Trust to fail to qualify as a "grantor trust" for federal
income tax purposes (including as subject to this restriction, acquiring any
Aircraft (as defined in the respective Indentures) by bidding such Equipment
Notes or otherwise, or taking any action with respect to any such Aircraft once
acquired).


                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.01. Title, Form, Denomination and Execution of
Certificates. (a) The Initial Certificates constituting Certificates shall be
known as the "8.37% Initial Pass Through Certificates, Series 2001-1C-S" and the
Exchange Certificates constituting Certificates shall be known as the "8.37%
Exchange Pass Through Certificates, Series 2001-1C-S", in each case, of the
Trust. Each Certificate will represent a fractional undivided interest in the
Trust and shall be
   22
                                       17

substantially in the form set forth as Exhibit A to the Related Pass Through
Trust Agreement, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by the Related Pass Through Trust
Agreement or this Agreement, as the case may be, or as the Trustee may deem
appropriate to reflect the fact that the Certificates are being issued hereunder
as opposed to the Related Pass Through Trust Agreement, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or officer's execution of the Certificates (provided that such
letters, numbers or other marks of identification and such legends or
endorsements are in a form acceptable to the Company). At the Escrow Agent's
request under the Escrow Agreement, the Trustee shall affix the corresponding
Escrow Receipt to any Certificate issued hereunder. Any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
Certificate shall be permitted unless the corresponding Escrow Receipt is
attached thereto and also is so transferred or exchanged. By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.

            (b) The Initial Certificates shall be issued only in fully
registered form without coupons and only in denominations of $100,000 or
integral multiples of $1,000 in excess thereof, except that one Certificate may
be issued in a different denomination. The Exchange Certificates will be issued
in denominations of $1,000 or integral multiples thereof, except that one
Certificate may be issued in a different denomination. Each Certificate shall be
dated the date of its authentication. The aggregate Fractional Undivided
Interest of Certificates shall not at any time exceed $57,021,000.

            (c) The Initial Certificates offered and sold in reliance on Rule
144A shall be in the form of one or more Global Certificates substantially in
the form of Exhibit A to the Related Pass Through Trust Agreement with such
applicable legends as are provided for in Section 3.02 (each a "Restricted
Global Certificate"). Such Restricted Global Certificates shall be in registered
form and be registered in the name of a nominee of DTC and deposited with the
Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate
principal amount of any Restricted Global Certificate may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for DTC for such Restricted Global Certificate, as provided in Section
3.06 hereof, which adjustments shall be conclusive as to the aggregate principal
amount of any such Global Certificate.

            (d) The Initial Certificates offered and sold outside the United
States in reliance on Regulation S shall be in the form of one or more global
Certificates substantially in the form of Exhibit A to the Related Pass Through
Trust Agreement (each a "Regulation S Global Certificate"). Such Regulation S
Global Certificates shall be in registered form and be registered in the name of
a nominee of DTC and deposited with the Trustee, at its Corporate Trust Office,
as custodian for DTC, for credit initially and during the Restricted Period
(hereinafter defined) to the respective accounts of beneficial owners of such
Certificates (or to such other accounts as they may direct) at Morgan Guaranty
Trust Company of New York, Brussels office, as operator of Euroclear or
Clearstream. As used herein, the term "Restricted
   23
                                       18

Period", with respect to the Regulation S Global Certificates offered and sold
in reliance on Regulation S, means the period of 40 consecutive days beginning
on and including the later of (i) the day on which the "Certificates" (as
defined in the Related Pass Through Trust Agreement) are first offered to
persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the date of the closing of the offering under the
Certificate Purchase Agreement. The aggregate principal amount of any Regulation
S Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Global Certificate, as provided in Section 3.06 hereof, which adjustments shall
be conclusive as to the aggregate principal amount of any such Global
Certificate. The Restricted Global Certificate and Regulation S Global
Certificate are sometimes collectively referred to herein as the "Global
Certificates".

            (e) Initial Certificates offered and sold to any Institutional
Accredited Investor which is not a QIB in a transaction exempt from registration
under the Securities Act (and other than as described in Section 3.01(d)) shall
be substantially in the form of Exhibit A to the Related Pass Through Trust
Agreement in definitive, fully registered form without interest coupons with
such applicable legends as are provided for in Section 3.02 (the "Restricted
Definitive Certificates"). Certificates issued pursuant to Section 3.05(b) in
exchange for interests in a Regulation S Global Certificate shall be issued in
definitive, fully registered form without interest coupons (the "Regulation S
Definitive Certificates"). The Restricted Definitive Certificates and the
Regulation S Definitive Certificates are sometimes collectively referred to
herein as the "Definitive Certificates".

            (f) The Exchange Certificates exchanged for Initial Certificates
under the Related Pass Through Trust Agreement shall be in the form of one or
more global Certificates substantially in the form of Exhibit A thereto (each, a
"Global Exchange Certificate"). Exchange Certificates issued under this Trust
shall be in the form of one or more global certificates substantially in the
form of Exhibit A to the Related Pass Through Trust Agreement, except that (i)
the Restricted Legend (hereinafter defined) shall be omitted and (ii) such
Exchange Certificates shall contain such appropriate insertions, omissions,
substitutions and other variations from the form set forth in Exhibit A to the
Related Pass Through Trust Agreement relating to the nature of the Exchange
Certificates or to reflect the fact that the Certificates are being issued
hereunder as opposed to the Related Pass Through Trust Agreement, as the
Responsible Officer of the Trustee executing such Exchange Certificates on
behalf of the Trust may determine, as evidenced by such officer's execution on
behalf of the Trust of such Exchange Certificates. Such Global Exchange
Certificates shall be in registered form and be registered in the name of DTC
and deposited with the Trustee, at its Corporate Trust Office, as custodian for
DTC. The aggregate principal amount of any Global Exchange Certificate may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for DTC for such Global Exchange Certificate, which
adjustments shall be conclusive as to the aggregate principal amount of any such
Global Exchange Certificate. Subject to clause (i) and (ii) of the second
sentence of this Section 3.01(f), the terms hereof applicable to Restricted
Global Certificates and/or Global Certificates shall apply to the Global
Exchange Certificates, mutatis mutandis.

            (g) The Definitive Certificates shall be in registered form and
shall be typed, printed, lithographed or engraved or produced by any combination
of these methods or may be
   24
                                       19

produced in any other manner, all as determined by the officers executing such
Certificates, as evidenced by their execution of such Certificates.

            Section 3.02. Restrictive Legends. All Initial Certificates issued
for resale pursuant to Rule 144A or offered and sold to any Institutional
Accredited Investor which is not a QIB (including any Global Certificate issued
upon registration of transfer, in exchange for or in lieu of such Certificates)
shall be "Restricted Certificates" and shall bear a legend to the following
effect (the "Restricted Legend") unless the Company and the Trustee determine
otherwise consistent with applicable law:

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
      BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
      ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
      "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
      DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
      SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT
      A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION
      IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT
      IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF
      THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY
      AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH
      PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO
      AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
      COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
      STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
      SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
      BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES
      THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL
      DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
      TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE
      ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
      CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY
      AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE
      BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
      TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE
      TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE
      MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
   25
                                       20

      SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION
      REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

            Each Global Certificate shall bear the following legend on the face
      thereof:

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
      CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
      WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
      SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
      CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
      RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST
      AGREEMENT REFERRED TO HEREIN.

            Section 3.03. Authentication of Certificates. (a) No Certificate
shall be entitled to any benefit under this Agreement or be valid or obligatory
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of one of its authorized signatories, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder.

            (b) Certificates bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Trustee shall be valid and binding obligations of the
Trust notwithstanding that such individual has ceased to be so authorized prior
to the authentication and delivery of such Certificates or did not hold such
office on the date of such Certificates.

            Section 3.04. Transfer and Exchange. The Trustee shall cause to be
kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") of the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of such Certificates and of transfers and
exchanges of such Certificates as herein provided. The Trustee shall initially
be the registrar (the "Registrar") for the purpose of registering such
Certificates and transfers and exchanges of
   26
                                       21

such Certificates as herein provided. The Company, upon notice to the Trustee,
may change the Registrar at any time.

            All Certificates issued upon any registration of transfer or
exchange of Certificates shall be valid obligations of the Trust, evidencing the
same interest therein, and entitled to the same benefits under this Agreement,
as the Certificates surrendered upon such registration of transfer or exchange.

            A Certificateholder may transfer a Certificate, or request that a
Certificate be exchanged for Certificates in an aggregate Fractional Undivided
Interest equal to the Fractional Undivided Interest of such Certificate
surrendered for exchange of other authorized denominations, by surrender of such
Certificate to the Trustee with the form of transfer notice thereon duly
completed and executed, and otherwise complying with the terms of this
Agreement, including providing evidence of compliance with any restrictions on
transfer, in form satisfactory to the Trustee and the Registrar; provided that
no exchanges of Initial Certificates for Exchange Certificates shall occur until
an Exchange Offer Registration Statement shall have been declared effective by
the SEC (notice of which shall be provided to the Trustee by the Company). No
such transfer shall be effected until, and such transferee shall succeed to the
rights of a Certificateholder only upon, final acceptance and registration of
the transfer by the Registrar in the Register. Prior to the registration of any
transfer by a Certificateholder as provided herein, the Trustee shall treat the
person in whose name the Certificate is registered as the owner thereof for all
purposes, and the Trustee shall not be affected by notice to the contrary.
Furthermore, DTC shall, by acceptance of a Global Certificate, agree that
transfers of beneficial interests in such Global Certificate may be effected
only through a book-entry system maintained by DTC (or its agent), and that
ownership of a beneficial interest in the Certificate shall be required to be
reflected in book-entry. When Certificates are presented to the Registrar with a
request to register the transfer thereof or to exchange them for other
authorized denominations of a Certificate in a Fractional Undivided Interest
equal to the aggregate Fractional Undivided Interest of Certificates surrendered
for exchange, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met.

            To permit registrations of transfers and exchanges in accordance
with the terms, conditions and restrictions hereof, the Trustee shall execute
and authenticate Certificates at the Registrar's request. No service charge
shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates. All Certificates
surrendered for registration of transfer or exchange shall be canceled and
subsequently destroyed by the Trustee.

            Section 3.05. Book-Entry Provisions for Restricted Global
Certificates and Regulation S Global Certificates. (a) Members of, or
participants in, DTC ("Agent Members") shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the
Trustee as its custodian, and DTC may be treated by the Trustee and any agent of
the Trustee as the absolute owner of such Global Certificate for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trustee or any agent of the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or shall impair, as
between DTC and its Agent Members, the operation of customary
   27
                                       22

practices governing the exercise of the rights of a holder of any Certificate.
Upon the issuance of any Global Certificate, the Registrar or its duly appointed
agent shall record DTC as the registered holder of such Global Certificate.

            (b) Transfers of any Global Certificate shall be limited to
transfers of such Restricted Global Certificate or Regulation S Global
Certificate in whole, but not in part, to DTC. Beneficial interests in the
Restricted Global Certificate and any Regulation S Global Certificate may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 3.06. Beneficial interests in a Restricted Global
Certificate or a Regulation S Global Certificate shall be (or, under the Related
Pass Through Trust Agreement, may have been) delivered to all beneficial owners
thereof in the form of Restricted Definitive Certificates or Regulation S
Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee
that it is unwilling or unable to continue as depositary for such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, and a
successor depositary is not appointed by the Trustee within 90 days of such
notice, and (ii) after the occurrence and during the continuance of an Event of
Default, owners of beneficial interests in a Global Certificate with Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust advise the Trustee, the Company and DTC through Agent Members in writing
that the continuation of a book-entry system through DTC or its successor is no
longer in their best interests.

            (c) Any beneficial interest in one of the Global Certificates that
is transferred to a Person who takes delivery in the form of an interest in
another Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in the other Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.

            (d) In connection with the transfer of an entire Restricted Global
Certificate or an entire Regulation S Global Certificate to the beneficial
owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, shall
be deemed to be surrendered to the Trustee for cancellation, and the Trustee
shall execute, authenticate and deliver, to each beneficial owner identified by
DTC in exchange for its beneficial interest in such Restricted Global
Certificate or Regulation S Global Certificate, as the case may be, an equal
aggregate principal amount of Restricted Definitive Certificates or Regulation S
Definitive Certificates, as the case may be, of authorized denominations. None
of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such registration instructions. Upon the
issuance of Definitive Certificates, the Trustee shall recognize the Person in
whose name the Definitive Certificates are registered in the Register as
Certificateholders hereunder. Neither the Company nor the Trustee shall be
liable if the Trustee or the Company is unable to locate a qualified successor
clearing agency.

            (e) Any Definitive Certificate delivered in exchange for an
interest in the Restricted Global Certificate pursuant to paragraph (b) of this
Section 3.05 shall, except as otherwise provided by paragraph (e) of Section
3.06, bear the Restricted Legend.
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                                       23

            (f) Prior to the expiration of the Restricted Period, any
Regulation S Definitive Certificate delivered in exchange for an interest in a
Regulation S Global Certificate pursuant to paragraph (b) of this Section shall
bear the Restricted Legend.

            (g) The registered holder of any Restricted Global Certificate or
Regulation S Global Certificate may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Agreement or the Certificates.

            Section 3.06. Special Transfer Provisions. Unless and until (i) an
Initial Certificate is sold under an effective Shelf Registration Statement, or
(ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to
an effective Exchange Offer Registration Statement, in each case pursuant to the
terms of the Registration Rights Agreement, the following provisions shall apply
to such Initial Certificates:

            (a) Transfers to Non-QIB Institutional Accredited Investors.
      The following provisions shall apply with respect to the registration
      of any proposed transfer of a Certificate to any Institutional
      Accredited Investor which is neither a QIB nor a Non-U.S. Person:

                  (i) The Registrar shall register the transfer of any
            Certificate, whether or not bearing the Restricted Legend, only if
            (x) the requested transfer is at least two years after the later of
            the original issue date of the Certificates and the last date on
            which such Certificate was held by the Company, the Trustee or any
            affiliate of any of such Persons or (y) the proposed transferor is
            an Initial Purchaser who is transferring Certificates purchased
            under the Certificates Purchase Agreement and the proposed
            transferee has delivered to the Registrar a letter substantially in
            the form of Exhibit B hereto and the aggregate principal amount of
            the Certificates being transferred is at least $100,000. Except as
            provided in the foregoing clause (y), the Registrar shall not
            register the transfer of any Certificate to any Institutional
            Accredited Investor which is neither a QIB nor a Non-U.S. Person.

                  (ii) If the proposed transferor is an Agent Member holding a
            beneficial interest in a Restricted Global Certificate, upon receipt
            by the Registrar of (x) the documents, if any, required by paragraph
            (i) and (y) instructions given in accordance with DTC's and the
            Registrar's procedures, the Registrar shall reflect on its books and
            records the date of the transfer and a decrease in the principal
            amount of such Restricted Global Certificate in an amount equal to
            the principal amount of the beneficial interest in such Restricted
            Global Certificate to be transferred, and the Trustee shall execute,
            authenticate and deliver to the transferor or at its direction, one
            or more Restricted Definitive Certificates of like tenor and amount.

            (b) Transfers to QIBs.  The following provisions shall apply
      with respect to the registration of any proposed transfer of an Initial
      Certificate to a QIB (excluding Non-U.S. Persons):
   29
                                       24

                  (i) If the Certificate to be transferred consists of
            Restricted Definitive Certificates, or of an interest in any
            Regulation S Global Certificate during the Restricted Period, the
            Registrar shall register the transfer if such transfer is being made
            by a proposed transferor who has checked the box provided for on the
            form of Initial Certificate stating, or has otherwise advised the
            Trustee and the Registrar in writing, that the sale has been made in
            compliance with the provisions of Rule 144A to a transferee who has
            signed the certification provided for on the form of Initial
            Certificate stating, or has otherwise advised the Trustee and the
            Registrar in writing, that it is purchasing the Initial Certificate
            for its own account or an account with respect to which it exercises
            sole investment discretion and that it, or the Person on whose
            behalf it is acting with respect to any such account, is a QIB
            within the meaning of Rule 144A, and is aware that the sale to it is
            being made in reliance on Rule 144A and acknowledges that it has
            received such information regarding the Trust and/or the Company as
            it has requested pursuant to Rule 144A or has determined not to
            request such information and that it is aware that the transferor is
            relying upon its foregoing representations in order to claim the
            exemption from registration provided by Rule 144A.

                  (ii) Upon receipt by the Registrar of the documents required
            by clause (i) above and instructions given in accordance with DTC's
            and the Registrar's procedures therefor, the Registrar shall reflect
            on its books and records the date of such transfer and an increase
            in the principal amount of a Restricted Global Certificate in an
            amount equal to the principal amount of the Restricted Definitive
            Certificates or interests in such Regulation S Global Certificate,
            as the case may be, being transferred, and the Trustee shall cancel
            such Definitive Certificates or decrease the amount of such
            Regulation S Global Certificate so transferred.

            (c) Transfers of Interests in the Regulation S Global Certificate or
      Regulation S Definitive Certificates. After the expiration of the
      Restricted Period, the Registrar shall register any transfer of interests
      in any Regulation S Global Certificate or Regulation S Definitive
      Certificates without requiring any additional certification. Until the
      expiration of the Restricted Period, interests in the Regulation S Global
      Certificate may only be held through Agent Members acting for and on
      behalf of Euroclear and Clearstream.

            (d) Transfers to Non-U.S. Persons at Any Time.  The following
      provisions shall apply with respect to any registration of any transfer
      of an Initial Certificate to a Non-U.S. Person:

                  (i) Prior to the expiration of the Restricted Period, the
            Registrar shall register any proposed transfer of an Initial
            Certificate to a Non-U.S. Person upon receipt of a certificate
            substantially in the form set forth as Exhibit A hereto from the
            proposed transferor.

                  (ii) After the expiration of the Restricted Period, the
            Registrar shall register any proposed transfer to any Non-U.S.
            Person if the Certificate to be transferred is a Restricted
            Definitive Certificate or an interest in a Restricted
   30
                                       25

            Global Certificate, upon receipt of a certificate substantially in
            the form of Exhibit A from the proposed transferor. The Registrar
            shall promptly send a copy of such certificate to the Company.

                  (iii) Upon receipt by the Registrar of (x) the documents, if
            any, required by clause (ii) and (y) instructions in accordance with
            DTC's and the Registrar's procedures, the Registrar shall reflect on
            its books and records the date of such transfer and a decrease in
            the principal amount of such Restricted Global Certificate in an
            amount equal to the principal amount of the beneficial interest in
            such Restricted Global Certificate to be transferred, and, upon
            receipt by the Registrar of instructions given in accordance with
            DTC's and the Registrar's procedures, the Registrar shall reflect on
            its books and records the date and an increase in the principal
            amount of the Regulation S Global Certificate in an amount equal to
            the principal amount of the Restricted Definitive Certificate or the
            Restricted Global Certificate, as the case may be, to be
            transferred, and the Trustee shall cancel the Definitive
            Certificate, if any, so transferred or decrease the amount of such
            Restricted Global Certificate.

            (e) Restricted Legend. Upon the transfer, exchange or replacement of
      Certificates not bearing the Restricted Legend, the Registrar shall
      deliver Certificates that do not bear the Restricted Legend. Upon the
      transfer, exchange or replacement of Certificates bearing the Restricted
      Legend, the Registrar shall deliver only Certificates that bear the
      Restricted Legend unless either (i) the circumstances contemplated by
      paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to
      the Registrar an Opinion of Counsel to the effect that neither such legend
      nor the related restrictions on transfer are required in order to maintain
      compliance with the provisions of the Securities Act.

            (f) General. By acceptance of any Certificate bearing the Restricted
      Legend, each Holder of such a Certificate acknowledges the restrictions on
      transfer of such Certificate set forth in this Agreement and agrees that
      it will transfer such Certificate only as provided in this Agreement. The
      Registrar shall not register a transfer of any Certificate unless such
      transfer complies with the restrictions on transfer, if any, of such
      Certificate set forth in this Agreement. In connection with any transfer
      of Certificates, each Certificateholder agrees by its acceptance of the
      Certificates to furnish the Registrar or the Trustee such certifications,
      legal opinions or other information as either of them may reasonably
      require to confirm that such transfer is being made pursuant to an
      exemption from, or a transaction not subject to, the registration
      requirements of the Securities Act and in accordance with the terms and
      provisions of this Article III; provided that the Registrar shall not be
      required to determine the sufficiency of any such certifications, legal
      opinions or other information.

            Until such time as no Certificates remain Outstanding, the Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the
Registrar at such time, shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.
   31
                                       26

            Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Registrar or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Registrar and the Trustee such
security, indemnity or bond, as may be required by them to save each of them
harmless, then, in the absence of notice to the Registrar or the Trustee that
such destroyed, lost or stolen Certificate has been acquired by a protected
purchaser, and provided that the requirements of Section 8-405 of the Uniform
Commercial Code in effect in any applicable jurisdiction are met, the Trustee
shall execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest and bearing a number not contemporaneously outstanding.

            In connection with the issuance of any new Certificate under this
Section 3.07, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.

            Any duplicate Certificate issued pursuant to this Section 3.07 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

            Section 3.08. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Trustee, the Registrar and any
Paying Agent may treat the Person in whose name any Certificate is registered
(as of the day of determination) as the owner of such Certificate for the
purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

            Section 3.09. Cancellation. All Certificates surrendered for payment
or transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for cancellation
and shall promptly be canceled by it. No Certificates shall be authenticated in
lieu of or in exchange for any Certificates canceled as provided in this
Section, except as expressly permitted by this Agreement. All canceled
Certificates held by the Registrar shall be destroyed and a certification of
their destruction delivered to the Trustee.

            Section 3.10. Temporary Certificates. Until definitive Certificates
are ready for delivery, the Trustee shall authenticate temporary Certificates.
Temporary Certificates shall be substantially in the form of definitive
Certificates but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the officers executing the temporary
Certificates, as evidenced by their execution of such temporary Certificates. If
temporary Certificates are issued, the Trustee will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary
   32
                                       27

Certificates shall be exchangeable for definitive Certificates upon surrender of
the temporary Certificates at the office or agency of the Trustee designated for
such purpose pursuant to Section 7.12, without charge to the Certificateholder.
Upon surrender for cancellation of any one or more temporary Certificates, the
Trustee shall execute, authenticate and deliver in exchange therefor a like face
amount of definitive Certificates of authorized denominations. Until so
exchanged, the temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates.

            Section 3.11. Limitation of Liability for Payments. All payments and
distributions made to Certificateholders in respect of the Certificates shall be
made only from the Trust Property and only to the extent that the Trustee shall
have sufficient income or proceeds from the Trust Property to make such payments
in accordance with the terms of Article IV of this Agreement. Each
Certificateholder, by its acceptance of a Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property for any payment or
distribution due to such Certificateholder pursuant to the terms of this
Agreement and that it will not have any recourse to the Company, the Trustee,
the Loan Trustees, the Liquidity Provider, the Owner Trustees or the Owner
Participants, except as otherwise expressly provided herein or in the
Intercreditor Agreement.

            The Company is a party to this Agreement solely for purposes of
meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder (except as otherwise expressly
provided herein).

            Section 3.12 ERISA Restrictive Legend. All Certificates issued
pursuant to this Agreement shall bear a legend to the following effect (the
"ERISA Legend") unless the Company and the Trustee determine otherwise
consistent with applicable law:

"BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE
AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR
MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS
THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."

            By acceptance of any Certificate bearing the ERISA Legend, each
Holder of such a Certificate acknowledges the restrictions on transfer of such
Certificate set forth in this Agreement and agrees that it will transfer such
Certificate only as provided in this Agreement. The Trustee shall not register a
transfer of any Certificate unless such transfer complies with the restrictions
on transfer, if any, of such Certificate set forth in such legend.
   33
                                       28


                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

            Section 4.01. Certificate Account and Special Payments Account. (a)
The Trustee shall maintain on behalf of the Certificateholders a Certificate
Account as one or more non-interest-bearing accounts. The Trustee shall hold the
Certificate Account in trust for the benefit of the Certificateholders, and
shall make or permit withdrawals therefrom only as provided in this Agreement.
On each day when a Scheduled Payment is made to the Trustee under the
Intercreditor Agreement, the Trustee upon receipt thereof shall immediately
deposit the aggregate amount of such Scheduled Payment in the Certificate
Account.

            (b) The Trustee shall maintain on behalf of the Certificateholders
a Special Payments Account as one or more accounts, which shall be non-interest
bearing except as provided in Section 4.04. The Trustee shall hold the Special
Payments Account in trust for the benefit of the Certificateholders and shall
make or permit withdrawals therefrom only as provided in this Agreement. On each
day when one or more Special Payments are made to the Trustee under the
Intercreditor Agreement and upon the payment of the Special Redemption Premium
to the Trustee under the Note Purchase Agreement, the Trustee, upon receipt
thereof, shall immediately deposit the aggregate amount of such Special Payments
in the Special Payments Account.

            (c) The Trustee shall cause the Subordination Agent to present to
the related Loan Trustee of each Equipment Note such Equipment Note on the date
of its stated final maturity or, in the case of any Equipment Note which is to
be redeemed in whole pursuant to the related Indenture, on the applicable
redemption date under such Indenture.

            Section 4.02. Distributions from Certificate Account and Special
Payments Account. (a) On each Regular Distribution Date or as soon thereafter as
the Trustee has confirmed receipt of the payment of all or any part of the
Scheduled Payments due on such date, the Trustee shall distribute out of the
Certificate Account the entire amount deposited therein pursuant to Section
4.01(a). There shall be so distributed to each Certificateholder of record on
the Record Date with respect to such Regular Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check mailed to
such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the
Certificate Account, except that, with respect to Certificates registered on the
Record Date in the name of DTC, such distribution shall be made by wire transfer
in immediately available funds to the account designated by DTC.

            (b) On each Special Distribution Date with respect to any Special
Payment or as soon thereafter as the Trustee has confirmed receipt of any
Special Payments due on the Equipment Notes held in the related Trust or
realized upon the sale of such Equipment Notes or receipt of the Special
Redemption Premium, the Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record on the Record
   34
                                       29

Date with respect to such Special Distribution Date (other than as provided in
Section 11.01 concerning the final distribution) by check mailed to such
Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the Special
Payments Account on account of such Special Payment, except that, with respect
to Certificates registered on the Record Date in the name of DTC, such
distribution shall be made by wire transfer in immediately available funds to
the account designated by DTC.

            (c) The Trustee shall cause notice of each Special Payment to be
mailed to each Certificateholder at his address as it appears in the Register.
In the event of redemption or purchase of Equipment Notes held in the Trust,
such notice shall be mailed not less than 20 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase. In the event of the payment of a Special Redemption Premium by the
Company to the Trustee under the Note Purchase Agreement, such notice shall be
mailed, together with the notice by the Escrow Paying Agent under Section 2.06
of the Escrow Agreement, not less than 20 days prior to the Special Distribution
Date for such amount, which Special Distribution Date shall be the Final
Withdrawal Date. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Trustee has confirmed that it has
received funds for such Special Payment, stating the Special Distribution Date
for such Special Payment which shall occur not less than 20 days after the date
of such notice and as soon as practicable thereafter. Notices mailed by the
Trustee shall set forth:

            (i) the Special Distribution Date and the Record Date therefor
      (except as otherwise provided in Section 11.01),

            (ii) the amount of the Special Payment for each $1,000 face amount
      Certificate and the amount thereof constituting principal, premium, if
      any, and interest,

            (iii) the reason for the Special Payment, and

            (iv) if the Special Distribution Date is the same date as a Regular
      Distribution Date, the total amount to be received on such date for each
      $1,000 face amount Certificate.

If the amount of (i) premium, if any, payable upon the redemption or purchase of
an Equipment Note or (ii) the Special Redemption Premium, if any, has not been
calculated at the time that the Trustee mails notice of a Special Payment, it
shall be sufficient if the notice sets forth the other amounts to be distributed
and states that any premium received will also be distributed.

            If any redemption of the Equipment Notes held in the Trust is
canceled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

            Section 4.03. Statements to Certificateholders. (a) On each
Distribution Date, the Trustee will include with each distribution to
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below (in the case of a
Special Payment, including any Special Redemption Premium, reflecting in part
   35
                                       30


the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Certificate as to (ii),
(iii), (iv) and (v) below) the following information:

            (i) the aggregate amount of funds distributed on such Distribution
      Date hereunder and under the Escrow Agreement, indicating the amount
      allocable to each source;

            (ii) the amount of such distribution hereunder allocable to
      principal and the amount allocable to premium (including the Special
      Redemption Premium), if any;

            (iii) the amount of such distribution hereunder allocable to
      interest; and

            (iv) the amount of such distribution under the Escrow Agreement
      allocable to interest;

            (v) the amount of such distribution under the Escrow Agreement
      allocable to Deposits; and

            (vi) the Pool Balance and the Pool Factor.

            With respect to the Certificates registered in the name of DTC, on
the Record Date prior to each Distribution Date, the Trustee will request that
DTC post on its internet bulletin board a securities position listing setting
forth the names of all Agent Members reflected on DTC's books as holding
interests in the Certificates on such Record Date.

            (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the Trustee
shall furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
above for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for such
portion of such year, and such other items as are readily available to the
Trustee and which a Certificateholder shall reasonably request as necessary for
the purpose of such Certificateholder's preparation of its federal income tax
returns. Such statement and such other items shall be prepared on the basis of
information supplied to the Trustee by the Agent Members and shall be delivered
by the Trustee to such Agent Members to be available for forwarding by such
Agent Members to the holders of interests in the Certificates in the manner
described in Section 4.03(a).

            (c) Promptly following (i) the Transfer Date, if there has been
any change in the information set forth in clauses (x), (y) and (z) below from
that set forth in pages 56 of the Offering Circular, and (ii) any early
redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Equipment Notes held in the Trust, or any
Final Withdrawal, the Trustee shall furnish to Certificateholders of record on
such date a statement setting forth (x) the expected Pool Balances for each
subsequent Regular Distribution Date following the Delivery Period Termination
Date, (y) the related Pool Factors for such Regular Distribution Dates and (z)
the expected principal distribution schedule of the Equipment Notes, in the
aggregate, held as Trust Property at the date of such notice. With respect to
the Certificates registered in the name of DTC, on the Transfer Date, the
Trustee will request from
   36
                                       31

DTC a securities position listing setting forth the names of all Agent Members
reflected on DTC's books as holding interests in the "Certificates" (as defined
in the Related Pass Through Trust Agreement) on the Delivery Period Termination
Date. The Trustee will mail to each such Agent Member the statement described
above and will make available additional copies as requested by such Agent
Member for forwarding to holders of interests in the Certificates.

            Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested in Permitted Investments by the Trustee pending
distribution of such Special Payment pursuant to Section 4.02. Any investment
made pursuant to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be used to
make the payment required under Section 4.02 on the applicable Special
Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The Trustee shall have no liability with respect to any
investment made pursuant to this Section 4.04, other than by reason of the
willful misconduct or negligence of the Trustee. All income and earnings from
such investments shall be distributed on such Special Distribution Date as part
of such Special Payment.


                                    ARTICLE V

                                   THE COMPANY

            Section 5.01. Maintenance of Corporate Existence. The Company, at
its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, except as
permitted by Section 5.02.

            Section 5.02. Consolidation, Merger, Etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

            (a) the corporation formed by such consolidation or into which the
      Company is merged or the Person that acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      be (i) organized and validly existing under the laws of the United States
      of America or any state thereof or the District of Columbia, (ii) a
      "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as
      amended, and (iii) a United States certificated air carrier, if and so
      long as such status is a condition of entitlement to the benefits of
      Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C.
      Section 1110);

            (b) the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      execute and deliver to the Trustee a duly authorized, valid, binding and
      enforceable agreement in form and substance reasonably satisfactory to the
      Trustee containing an assumption by such successor corporation or Person
      of the due and punctual performance and observance of each covenant and
      condition of this Agreement, the Other Pass Through Trust Agreement and
      each Financing Document to be performed or observed by the Company; and
   37
                                       32

            (c) the Company shall have delivered to the Trustee an Officer's
      Certificate of the Company reasonably satisfactory to the Trustee, stating
      that such consolidation, merger, conveyance, transfer or lease and the
      assumption agreement mentioned in clause (b) above comply with this
      Section 5.02 and that all conditions precedent herein provided for
      relating to such transaction have been complied with.

            Upon any consolidation or merger, or any conveyance, transfer or
lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor corporation or Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Agreement with
the same effect as if such successor corporation or Person had been named as the
Company herein. No such conveyance, transfer or lease of substantially all of
the assets of the Company as an entirety shall have the effect of releasing any
successor corporation or Person which shall have become such in the manner
prescribed in this Section 5.02 from its liability in respect of this Agreement
and any Financing Document to which it is a party.


                                   ARTICLE VI

                                     DEFAULT

            Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the
occurrence and during the continuation of any Indenture Default under any
Indenture, with ten days' written notice to the Trustee and each
Certificateholder, the Trustee may, to the extent it is the Controlling Party at
such time (as determined pursuant to the Intercreditor Agreement), direct the
exercise of remedies as provided in the Intercreditor Agreement.

            (b) Purchase Rights of Certificateholders. (i) At any time within
      180 days after the occurrence and during the continuation of a Triggering
      Event, each Certificateholder shall have the right to purchase, for the
      purchase price set forth in the Class G Trust Agreement, all, but not less
      than all, of the Class G Certificates upon ten days' written notice to the
      Class G Trustee and each other Certificateholder, provided that (i) if
      prior to the end of such ten-day period any other Certificateholder
      notifies such purchasing Certificateholder that such other
      Certificateholder wants to participate in such purchase, then such other
      Certificateholder may join with the purchasing Certificateholder to
      purchase all, but not less than all, of the Class G Certificates pro rata
      based on the Fractional Undivided Interest in the Trust held by each such
      Certificateholder and (ii) if prior to the end of such ten-day period any
      other Certificateholder fails to notify the purchasing Certificateholder
      of such other Certificateholder's desire to participate in such a
      purchase, then such other Certificateholder shall lose its right to
      purchase the Class G Certificates pursuant to this Section 6.01(b);

            (ii) by acceptance of its Certificate, each Certificateholder agrees
      that at any time within 180 days after the occurrence and during the
      continuation of a Triggering Event, each Class D Certificateholder shall
      have the right (which shall not expire upon any purchase of the Class G
      Certificates pursuant to clause (b)(i) above) to purchase all, but not
      less than all, of the Class G Certificates and the Certificates upon ten
      days' written
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                                       33

      notice to the Class G Trustee and the Trustee and each other Class D
      Certificateholder, provided that (1) if prior to the end of such ten-day
      period any other Class D Certificateholder notifies such purchasing
      Class D Certificateholder that such other Class D Certificateholder wants
      to participate in such purchase, then such other Class D Certificateholder
      may join with the purchasing Class D Certificateholder to purchase all,
      but not less than all, of the Class G Certificates and the Certificates
      pro rata based on the Fractional Undivided Interest in the Class D Trust,
      taken as a whole, held by each such Class D Certificateholder and (2) if
      prior to the end of such ten day period any other Class D
      Certificateholder fails to notify the purchasing Class D Certificateholder
      of such other Class D Certificateholder's desire to participate in such a
      purchase, then such other Class D Certificateholder shall lose its right
      to purchase the Certificates pursuant to this Section 6.01(b); and

            (iii) by acceptance of its Certificate, each Certificateholder
      agrees that at any time after 180 days have elapsed since the occurrence
      of a Triggering Event that is continuing, regardless of whether the
      Certificateholders exercise their right to purchase the Class G
      Certificates pursuant to clause (b)(i) above, the Policy Provider, if it
      is then the Controlling Party, shall have the right (except in the event
      of a Policy Provider Default) to purchase all, but not less than all, of
      the Class G Certificates upon ten days' written notice to the Class G
      Trustee and the Class G Certificateholders.

            The purchase price with respect to the Certificates shall be equal
to the Pool Balance of the Certificates, together with accrued and unpaid
interest thereon to the date of such purchase, without premium, but including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of the
Escrow Agreement relating to the distribution of unused Deposits and accrued and
unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under the
Escrow Agreement (which deducted amounts shall remain distributable to, and may
be retained by, the Certificateholder as of such Record Date) and (ii) if such
purchase occurs after a Record Date, such purchase price shall be reduced by the
amount to be distributed hereunder on the related Distribution Date (which
deducted amounts shall remain distributable to, and may be retained by, the
Certificateholder as of such Record Date); provided, further, that no such
purchase of Certificates shall be effective unless the purchaser(s) shall
certify to the Trustee that contemporaneously with such purchase, such
purchaser(s) is purchasing, pursuant to the terms of this Agreement and the
Other Pass Through Trust Agreement, the Certificates and the Class G
Certificates which are senior to the securities held by such purchaser(s). Each
payment of the purchase price of the Certificates referred to in the first
sentence hereof shall be made to an account or accounts designated by the
Trustee and each such purchase shall be subject to the terms of this Section
6.01(b). Each Certificateholder agrees by its acceptance of its Certificate that
it will, subject to Section 3.04 hereof, upon payment from such Class D
Certificateholder(s) of the purchase price set forth in the first sentence of
this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s)
thereof (without recourse, representation or warranty of any kind except for its
own acts), all of the right, title, interest and obligation of such
Certificateholder in this Agreement, the Escrow Agreement, the Deposit
Agreement, the Intercreditor Agreement, the Liquidity Facility, the Financing
Documents and all
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                                       34

Certificates and Escrow Receipts held by such Certificateholder (excluding all
right, title and interest under any of the foregoing to the extent such right,
title or interest is with respect to an obligation not then due and payable as
respects any action or inaction or state of affairs occurring prior to such
sale) and the purchaser shall assume all of such Certificateholder's obligations
under this Agreement, the Escrow Agreement, the Deposit Agreement, the
Intercreditor Agreement, the Liquidity Facility, the Financing Documents and all
such Certificates and Escrow Receipts. The Certificates will be deemed to be
purchased on the date payment of the purchase price is made notwithstanding the
failure of the Certificateholders to deliver any Certificates (whether in the
form of Definitive Certificates or beneficial interests in Global Certificates)
and, upon such a purchase, (i) the only rights of the Certificateholders will be
to deliver the Certificates to the purchaser(s) and receive the purchase price
for such Certificates and (ii) if the purchaser(s) shall so request, such
Certificateholder will comply with all the provisions of Section 3.04 hereof to
enable new Certificates to be issued to the purchaser in such denominations as
it shall request. All charges and expenses in connection with the issuance of
any such new Certificates shall be borne by the purchaser thereof.

            As used in this Section 6.01(b), the terms "Class G Certificate",
"Class G Certificateholder", "Class G Trust", "Class G Trust Agreement", "Class
G Trustee", "Class D Certificate", and "Class D Trust", shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.

            Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of
all or any part of the Equipment Notes made either under the power of sale given
under this Agreement or otherwise for the enforcement of this Agreement, the
following shall be applicable:

            (1) Certificateholders and Trustee May Purchase Equipment Notes. Any
      Certificateholder, the Trustee in its individual or any other capacity or
      any other Person may bid for and purchase any of the Equipment Notes, and
      upon compliance with the terms of sale, may hold, retain, possess and
      dispose of such Equipment Notes in their own absolute right without
      further accountability.

            (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the
      Trustee making such sale shall be a sufficient discharge to any purchaser
      for his purchase money, and, after paying such purchase money and
      receiving such receipt, such purchaser or its personal representative or
      assigns shall not be obliged to see to the application of such purchase
      money, or be in any way answerable for any loss, misapplication or
      non-application thereof.

            (3) Application of Moneys Received upon Sale. Any moneys collected
      by the Trustee upon any sale made either under the power of sale given by
      this Agreement or otherwise for the enforcement of this Agreement shall be
      applied as provided in Section 4.02.

            Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee
May Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note, or if there shall be any
failure to pay Rent (as defined in the relevant Lease) under any Lease when due
and payable, then the Trustee, in its own name and as trustee
   40
                                       35

of an express trust, as holder of such Equipment Notes, to the extent permitted
by and in accordance with the terms of the Intercreditor Agreement and the
Financing Documents (subject to the rights of the applicable Owner Trustee or
Owner Participant to cure any such failure to pay principal of, premium, if any,
or interest on any Equipment Note or to pay Rent under any Lease in accordance
with the applicable Indenture), shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, for the collection
of the sums so due and unpaid on such Equipment Notes or under such Lease and
may prosecute any such claim or proceeding to judgment or final decree with
respect to the whole amount of any such sums so due and unpaid.

            Section 6.04. Control by Certificateholders. Subject to Section 6.03
and the Intercreditor Agreement, the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee with
respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or
exercising any trust or power conferred on the Trustee under this Agreement or
the Intercreditor Agreement, including any right of the Trustee as Controlling
Party under the Intercreditor Agreement or as holder of the Equipment Notes,
provided that:

            (1) such Direction shall not be in conflict with any rule of law or
      with this Agreement and would not involve the Trustee in personal
      liability or expense,

            (2) the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to the Certificateholders not taking part in
      such Direction, and

            (3) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such Direction.

            Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor
Agreement, the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust (i) may on behalf of all of the Certificateholders waive any past Event of
Default hereunder and its consequences or (ii) if the Trustee is the Controlling
Party, may direct the Trustee to instruct the applicable Loan Trustee to waive
any past Indenture Default under any Indenture and its consequences, and thereby
annul any Direction given by such Certificateholders or the Trustee to such Loan
Trustee with respect thereto, except a default:

            (1) in the deposit of any Scheduled Payment or Special Payment under
      Section 4.01 or in the distribution of any payment under Section 4.02 on
      the Certificates, or

            (2) in the payment of the principal of (premium, if any) or interest
      on the Equipment Notes, or

            (3) in respect of a covenant or provision hereof which under Article
      IX cannot be modified or amended without the consent of each
      Certificateholder holding an Outstanding Certificate affected thereby.
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                                       36

            Upon any such waiver, such default shall cease to exist with respect
to the Certificates and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose and any direction given by the Trustee on
behalf of the Certificateholders to the relevant Loan Trustee shall be annulled
with respect thereto; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Upon any
such waiver, the Trustee shall vote the Equipment Notes issued under the
relevant Indenture to waive the corresponding Indenture Default.

            Section 6.06. Right of Certificateholders to Receive Payments Not to
Be Impaired. Anything in this Agreement to the contrary notwithstanding,
including, without limitation, Section 6.07 hereof, but subject to the
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

            Section 6.07. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Agreement, for the appointment of a receiver or for the enforcement of any
other remedy under this Agreement, unless:

            (1) such Certificateholder previously shall have given written
      notice to the Trustee of a continuing Event of Default;

            (2) Certificateholders holding Certificates evidencing Fractional
      Undivided Interests aggregating not less than 25% of the Trust shall have
      requested the Trustee in writing to institute such action, suit or
      proceeding and shall have offered to the Trustee indemnity as provided in
      Section 7.03(e);

            (3) the Trustee shall have refused or neglected to institute such an
      action, suit or proceeding for 60 days after receipt of such notice,
      request and offer of indemnity; and

            (4) no direction inconsistent with such written request shall have
      been given to the Trustee during such 60-day period by Certificateholders
      holding Certificates evidencing Fractional Undivided Interests aggregating
      not less than a majority in interest in the Trust.

            It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatsoever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Indenture on any
property subject thereto, or the rights of the Certificateholders or the holders
of the Equipment Notes, (ii) obtain or seek to obtain priority over or
preference with respect to any other such Certificateholder or (iii) enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Agreement.

            Section 6.08. Remedies Cumulative. Every remedy given hereunder to
the Trustee or to any of the Certificateholders shall not be exclusive of any
other remedy or
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                                       37

remedies, and every such remedy shall be cumulative and in addition to every
other remedy given hereunder or now or hereafter given by statute, law, equity
or otherwise.


                                   ARTICLE VII

                                   THE TRUSTEE

            Section 7.01. Certain Duties and Responsibilities. (a) Except during
the continuation of an Event of Default, the Trustee undertakes to perform such
duties as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Trustee.

            (b) In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of its
own affairs.

            (c) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that

            (1) this Subsection shall not be construed to limit the effect
      of Subsection (a) of this Section; and

            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer of the Trustee, unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts.

            (d) Whether or not herein expressly so provided, every provision
of this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

            Section 7.02. Notice of Defaults. As promptly as practicable after,
and in any event within 90 days after, the occurrence of any default (as such
term is defined below) hereunder, the Trustee shall transmit by mail to the
Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the
Certificateholders in accordance with Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default on the payment of the principal, premium, if any, or interest on any
Equipment Note held in the Trust, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Certificateholders. For the purpose of this Section, the term "default"
means any event that is, or after notice or lapse of time or both would become,
an Event of Default.

            Section 7.03. Certain Rights of Trustee. Subject to the provisions
of Section 315 of the Trust Indenture Act:
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                                       38

            (a) the Trustee may rely and shall be protected in acting or
      refraining from acting in reliance upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

            (b) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a written description of the subject matter
      thereof accompanied by an Officer's Certificate and an Opinion of Counsel
      as provided in Section 1.02 of this Agreement;

            (c) whenever in the administration of this Agreement the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon an Officer's Certificate of the Company,
      any Owner Trustee or any Loan Trustee;

            (d) the Trustee may consult with counsel and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

            (e) the Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Agreement at the Direction of any of
      the Certificateholders pursuant to this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security
      or indemnity against the cost, expenses and liabilities which might be
      incurred by it in compliance with such Direction;

            (f) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture or other paper or document;

            (g) the Trustee may execute any of the trusts or powers under this
      Agreement or perform any duties under this Agreement either directly or by
      or through agents or attorneys, and the Trustee shall not be responsible
      for any misconduct or negligence on the part of any agent or attorney
      appointed with due care by it under this Agreement;

            (h) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      Direction of the Certificateholders holding Certificates evidencing
      Fractional Undivided Interests aggregating not less than a majority in
      interest in the Trust relating to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement; and

            (i) the Trustee shall not be required to expend or risk its own
      funds in the performance of any of its duties under this Agreement, or in
      the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity
      against such risk is not reasonably assured to it.
   44
                                       39


            Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and warrants
that this Agreement has been, and the Intercreditor Agreement, the Registration
Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each
Certificate will be, executed, authenticated and delivered by one of its
officers who is duly authorized to execute, authenticate and deliver such
document on its behalf.

            Section 7.05. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent in their respective
individual or any other capacity may become the owner or pledgee of Certificates
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if
applicable, may otherwise deal with the Company, the Owner Trustees or the Loan
Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

            Section 7.06. Money Held in Trust. Money held by the Trustee or the
Paying Agent in trust hereunder need not be segregated from other funds except
to the extent required herein or by law and neither the Trustee nor the Paying
Agent shall have any liability for interest upon any such moneys except as
provided for herein.

            Section 7.07. Compensation and Reimbursement. The Company agrees:

            (1) to pay, or cause to be paid, to the Trustee from time to time
      reasonable compensation for all services rendered by it hereunder as set
      forth in a written fee letter dated the date hereof between the Company
      and the Trustee, which letter is incorporated herein by reference (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse, or
      cause to be reimbursed, the Trustee upon its request for all reasonable
      out-of-pocket expenses, disbursements and advances incurred or made by the
      Trustee in accordance with any provision of this Agreement (including the
      reasonable compensation and the expenses and disbursements of its agents
      and counsel), except any such expense, disbursement or advance as may be
      attributable to its undertaking its normal administrative functions, or
      its negligence, willful misconduct or bad faith or as may be incurred due
      to the Trustee's breach of its representations and warranties set forth in
      Section 7.15; and

            (3) to indemnify, or cause to be indemnified, the Trustee for, and
      to hold it harmless against, any loss, liability, expense or Tax (other
      than for or with respect to any Unindemnified Tax) incurred without
      negligence, willful misconduct or bad faith, on its part, arising out of
      or in connection with the acceptance or administration of this Trust,
      including the costs and expenses of defending itself against any claim or
      liability in connection with the exercise or performance of any of its
      powers or duties hereunder,
   45
                                       40

      except for any such loss, liability or expense incurred by reason of the
      Trustee's breach of its covenants hereunder or under any Financing
      Document to which it is a party or its representations and warranties set
      forth in Section 7.15 or in any other Financing Document, the
      authorization or giving or withholding of any future amendments,
      supplements, waivers or consents with respect hereto or any of the
      Financing Documents, which amendments, supplements, waivers or consents
      are not required pursuant to the terms of the Financing Documents and not
      requested by the Company, any loss of tax benefits, any Unindemnified Tax,
      or increase in tax liability under any tax law whether or not the Company
      is required to indemnify thereof or pursuant to this Agreement or any
      costs associated with overhead or normal administration hereunder or any
      voluntary resignation pursuant to Section 7.09.

            With respect to paragraph (3) above, the Trustee shall notify the
Company promptly of any claim for which it may seek indemnity and the Company
shall make payment on any such claim within 30 days of written demand thereof
(delivered together with supporting documentation). The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel with the consent of the Company and the Company will pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made, in settlement or otherwise, without its consent.

            With respect to any Tax other than an Unindemnified Tax, the Trustee
shall be entitled to reimbursement from, and shall have a lien prior to the
Certificates upon, the Trust Property for any such Tax incurred without
negligence, bad faith or willful misconduct, on its part, arising out of or in
connection with the acceptance or administration of such Trust (other than any
Tax attributable to the Trustee's compensation for serving as such), including
any costs and expenses incurred in contesting the imposition of any such Tax. If
the Trustee reimburses itself from the Trust Property of such Trust for any such
Tax, it will mail a brief report within 30 days setting forth the circumstances
thereof to all Certificateholders as their names and addresses appear in the
Register.

            Section 7.08. Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee hereunder which shall be eligible to act as a trustee
under Section 310(a) of the Trust Indenture Act and shall have a combined
capital and surplus of at least $75,000,000 (or a combined capital and surplus
in excess of $5,000,000 and the obligations of which, whether now in existence
or hereafter incurred, are fully and unconditionally guaranteed by a corporation
organized and doing business under the laws of the United States, any state or
territory thereof or of the District of Columbia and having a combined capital
and surplus of at least $75,000,000). If such corporation publishes reports of
conditions at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 7.08, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published.

            In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee, the
Trustee shall resign immediately as Trustee in the manner and with the effect
specified in Section 7.09.
   46
                                       41

            Section 7.09. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 7.10.

            (b) The Trustee may resign at any time as trustee by giving prior
written notice thereof to the Company, the Authorized Agents, the Owner Trustees
and the Loan Trustees. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Company, the Authorized Agents, the Owner
Trustees, the Loan Trustees and the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Trustee and to the Company, the Owner Trustees and the Loan
Trustees.

            (d) If at any time:

            (1) the Trustee shall fail to comply with Section 310 of the Trust
      Indenture Act, if applicable, after written request therefor by the
      Company or by any Certificateholder who has been a bona fide
      Certificateholder for at least six months; or

            (2) the Trustee shall cease to be eligible under Section 7.08 and
      shall fail to resign after written request therefor by the Company or by
      any such Certificateholder; or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation;

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

            (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax which has been or is likely to be asserted, the
Trustee shall promptly notify the Company and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Trustee
shall have received notice that the Company has agreed to pay such tax. The
Company shall promptly appoint a successor Trustee in a jurisdiction where there
are no Avoidable Taxes.

            (f) If the Trustee shall resign, be removed or become incapable of
acting or if a vacancy shall occur in the office of the Trustee for any cause,
the Company shall promptly appoint a successor Trustee. If, within one year
after such resignation, removal or incapability, or other occurrence of such
vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not
   47
                                       42

less than a majority in interest in the Trust delivered to the Company, the
Owner Trustees, the Loan Trustees and the retiring Trustee, and the Company
approves such appointment, which approval shall not be unreasonably withheld,
then the successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment, become the successor Trustee and supersede the successor
Trustee appointed as provided above. If no successor Trustee shall have been so
appointed as provided above and accepted appointment in the manner hereinafter
provided, any Certificateholder who has been a bona fide Certificateholder for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

            (g) The successor Trustee shall give notice of the resignation and
removal of the Trustee and appointment of the successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Certificateholders as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its
Corporate Trust Office.

            Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company,
the Authorized Agents, the Owner Trustees and the Loan Trustees and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all Trust Property held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 7.07. Upon request of any such successor Trustee, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.

            No institution shall accept its appointment as a Trustee hereunder
unless at the time of such acceptance such institution shall be qualified and
eligible under this Article VII.

            Section 7.11. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.
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                                       43

            Section 7.12. Maintenance of Agencies. (a) There shall at all times
be maintained an office or agency in the location set forth in Section 12.03
where Certificates may be presented or surrendered for registration of transfer
or for exchange, and for payment thereof and where notices and demands to or
upon the Trustee in respect of such certificates or this Agreement may be
served; provided, however, that, if it shall be necessary that the Trustee
maintain an office or agency in another location (e.g., the Certificates shall
be represented by Definitive Certificates and shall be listed on a national
securities exchange), the Trustee will make all reasonable efforts to establish
such an office or agency. Written notice of the location of each such other
office or agency and of any change of location thereof shall be given by the
Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of
any Owner Trustee or Loan Trustee, at its address specified in the Financing
Documents or such other address as may be notified to the Trustee) and the
Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

            (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates. Each such Authorized Agent shall be
a bank or trust company, shall be a corporation organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $75,000,000, or, if the Trustee shall be acting as the
Registrar or Paying Agent hereunder, a corporation having a combined capital and
surplus in excess of $5,000,000, the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United States or
any state, with a combined capital and surplus of at least $75,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Trustee shall initially be
the Paying Agent and, as provided in Section 3.04, Registrar hereunder with
respect to the Certificates. Each Registrar shall furnish to the Trustee, at
stated intervals of not more than six months, and at such other times as the
Trustee may request in writing, a copy of the Register maintained by such
Registrar.

            (c) Any corporation into which any Authorized Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent hereunder, if
such successor corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authorized Agent or such successor corporation.

            (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, the Owner Trustees and the
Loan Trustees. The Company may, and at the request of the Trustee shall, at any
time terminate the agency of any Authorized Agent by giving written notice of
termination to such Authorized Agent and to the Trustee. Upon the resignation or
termination of an Authorized Agent or in case at any time any such Authorized
Agent shall cease to be eligible under this Section (when, in either case, no
other Authorized Agent performing the functions of such Authorized Agent shall
have been appointed), the Company shall promptly appoint one or more qualified
successor Authorized Agents, reasonably satisfactory to the Trustee, to perform
the functions of the Authorized Agent
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                                       44

which has resigned or whose agency has been terminated or who shall have ceased
to be eligible under this Section. The Company shall give written notice of any
such appointment made by it to the Trustee, the Owner Trustees and the Loan
Trustees; and in each case the Trustee shall mail notice of such appointment to
all Certificateholders as their names and addresses appear on the Register.

            (e) The Company agrees to pay, or cause to be paid, from time to
time to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses as set forth in the letter agreement
referred to in Section 7.07 hereof.

            Section 7.13. Money for Certificate Payments to Be Held in Trust.
All moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section. Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.

            The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

            Section 7.14. Registration of Equipment Notes in Name of
Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased
by the Trust shall be issued in the name of the Subordination Agent or its
nominee and held by the Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, the Subordination Agent or its nominee
shall be reflected as the owner of such Equipment Notes in the register of the
issuer of such Equipment Notes.

            Section 7.15. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants on the Transfer Date that:

            (a) the Trustee is a Delaware banking corporation organized and
validly existing in good standing under the laws of the State of Delaware;

            (b) the Trustee has full power, authority and legal right to
receive the Trust Property assigned by the Related Trustee, assume the
obligations under, and perform, the Assignment and Assumption Agreement, this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party and has taken all necessary action to authorize such
receipt, assumption, and performance by it of the Assignment and Assumption
Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing
Documents to which it is a party;

            (c) the receipt of the Trust Property under the Assignment and
Assumption Agreement, and the performance by the Trustee of the Assignment and
Assumption Agreement,
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                                       45

this Agreement, the Intercreditor Agreement, the Registration Rights Agreement,
the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party (i) will not violate any provision of United States federal
law or the law of the state of the United States where it is located governing
the banking and trust powers of the Trustee or any order, writ, judgment, or
decree of any court, arbitrator or governmental authority applicable to the
Trustee or any of its assets, (ii) will not violate any provision of the
articles of association or by-laws of the Trustee, and (iii) will not violate
any provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of any lien on any
properties included in the Trust Property pursuant to the provisions of any
mortgage, indenture, contract, agreement or other undertaking to which it is a
party, which violation, default or lien could reasonably be expected to have an
adverse effect on the Trustee's performance or ability to perform its duties
hereunder or thereunder or on the transactions contemplated herein or therein;

            (d) the receipt of the Trust Property under the Assignment and
Assumption Agreement and the performance by the Trustee of the Assignment and
Assumption Agreement, this Agreement, the Intercreditor Agreement, the
Registration Rights Agreement, the Escrow Agreement, the Note Purchase
Agreement, and the Financing Documents to which it is a party will not require
the authorization, consent, or approval of, the giving of notice to, the filing
or registration with, or the taking of any other action in respect of, any
governmental authority or agency of the United States or the state of the United
States where it is located regulating the banking and corporate trust activities
of the Trustee; and

            (e) this Assignment and Assumption Agreement has been duly
executed and delivered by the Trustee and this Agreement, the Assignment and
Assumption Agreement, the Intercreditor Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing
Documents to which it is a party constitute the legal, valid, and binding
agreements of the Trustee, enforceable against it in accordance with their
respective terms, provided that enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and (ii) general principles of equity, regardless
of whether applied in a proceeding in equity or at law.

            Section 7.16. Withholding Taxes, Information Reporting. The Trustee,
as trustee of the grantor trust created by this Agreement, shall exclude and
withhold from each distribution of principal, premium, if any, and interest and
other amounts due under this Agreement or under the Certificates any and all
withholding taxes applicable thereto as required by law. The Trustee agrees to
act as such withholding agent and, in connection therewith, whenever any present
or future taxes or similar charges are required to be withheld with respect to
any amounts payable in respect of the Certificates, to withhold such amounts and
timely pay the same to the appropriate authority in the name of and on behalf of
the Certificateholders, that it will file any necessary withholding tax returns
or statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Certificateholders may reasonably request from time
to time. The Trustee agrees to file any other information reports as it may be
required to file under United States law.
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                                       46

            Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will at its own cost and expense promptly take any
action as may be necessary to duly discharge and satisfy in full any mortgage,
pledge, lien, charge, encumbrance, security interest or claim ("Trustee's
Liens") on or with respect to the Trust Property which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement, the Intercreditor Agreement, the
Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder
or in its individual capacity and which arises out of acts or omissions on the
part of the Trustee which are not contemplated by this Agreement.

            Section 7.18. Preferential Collection of Claims. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

            Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. The Company will furnish to the Trustee within
15 days after each Record Date with respect to a Scheduled Payment, and at such
other times as the Trustee may request in writing within 30 days after receipt
by the Company of any such request, a list, in such form as the Trustee may
reasonably require, of all information in the possession or control of the
Company as to the names and addresses of the Certificateholders, in each case as
of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Registrar, no such
list need be furnished; and provided further, however, that no such list need be
furnished for so long as a copy of the Register is being furnished to the
Trustee pursuant to Section 7.12.

            Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders contained
in the most recent list furnished to the Trustee as provided in Section 7.12 or
Section 8.01, as the case may be, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Registrar, if so
acting. The Trustee may destroy any list furnished to it as provided in Section
7.12 or Section 8.01, as the case may be, upon receipt of a new list so
furnished.

            Section 8.03. Reports by Trustee. Within 60 days after May 15 of
each year commencing with the first full year following the date hereof, the
Trustee shall transmit to the Certificateholders, as provided in Section 313(c)
of the Trust Indenture Act, a brief report dated as of such May 15, if required
by Section 313(a) of the Trust Indenture Act.

            Section 8.04. Reports by the Company. The Company shall:

            (a) file with the Trustee, within 30 days after the Company is
      required to file the same with the SEC, copies of the annual reports and
      of the information, documents
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                                       47

      and other reports (or copies of such portions of any of the foregoing as
      the SEC may from time to time by rules and regulations prescribe) which
      the Company is required to file with the SEC pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if
      the Company is not required to file information, documents or reports
      pursuant to either of such sections, then to file with the Trustee and the
      SEC, in accordance with rules and regulations prescribed by the SEC, such
      of the supplementary and periodic information, documents and reports which
      may be required pursuant to Section 13 of the Securities Exchange Act of
      1934, as amended, in respect of a security listed and registered on a
      national securities exchange as may be prescribed in such rules and
      regulations;

            (b) during any period, prior to the consummation of the Exchange
      Offer and during which the Shelf Registration Statement is not in effect,
      in which the Company is not subject to Section 13(a), 13(c) or 15(d) under
      the Securities Exchange Act of 1934, make available to any Holder of the
      Certificates in connection with any sale thereof and any prospective
      purchaser of the Certificates from such Holder, in each case upon request,
      the information specified in, and meeting the requirements of, Rule
      144A(d)(4) under the Securities Act but only for so long as any of the
      Certificates remain outstanding and are "restricted securities" within the
      meaning of Rule 144(a)(3) under the Securities Act and, in any event, only
      until the second anniversary of the Issuance Date;

            (c) file with the Trustee and the SEC, in accordance with the rules
      and regulations prescribed by the SEC, such additional information,
      documents and reports with respect to compliance by the Company with the
      conditions and covenants provided for in this Agreement, as may be
      required by such rules and regulations, including, in the case of annual
      reports, if required by such rules and regulations, certificates or
      opinions of independent public accountants, conforming to the requirements
      of Section 1.02;

            (d) transmit to all Certificateholders, in the manner and to the
      extent provided in Section 313(c) of the Trust Indenture Act such
      summaries of any information, documents and reports required to be filed
      by the Company pursuant to subsections (a) and (c) of this Section 8.04 as
      may be required by rules and regulations prescribed by the SEC; and

            (e) furnish to the Trustee, not less often than annually, a brief
      certificate from the principal executive officer, principal financial
      officer, any Vice President (or more senior ranking officer) or the
      principal accounting officer as to his or her knowledge of the Company's
      compliance with all conditions and covenants under this Agreement (it
      being understood that for purposes of this paragraph (e), such compliance
      shall be determined without regard to any period of grace or requirement
      of notice provided under this Agreement).
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                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

            Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the
Deposit Agreement, the Registration Rights Agreement or any Liquidity Facility
in form satisfactory to the Trustee, for any of the following purposes:

            (1) to evidence the succession of another corporation to the Company
      and the assumption by any such successor of the covenants of the Company
      herein contained or of the Company's obligations under the Note Purchase
      Agreement, the Registration Rights Agreement or any Liquidity Facility; or

            (2) to add to the covenants of the Company for the benefit of the
      Certificateholders, or to surrender any right or power conferred upon the
      Company in this Agreement, the Note Purchase Agreement, the Registration
      Rights Agreement or any Liquidity Facility; or

            (3) to correct or supplement any provision in this Agreement, the
      Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the
      Note Purchase Agreement, the Registration Rights Agreement or any
      Liquidity Facility which may be defective or inconsistent with any other
      provision herein or therein or to cure any ambiguity or correct any
      mistake or to modify any other provision with respect to matters or
      questions arising under this Agreement, the Escrow Agreement, the Deposit
      Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the
      Registration Rights Agreement or any Liquidity Facility, provided that any
      such action shall not materially adversely affect the interests of the
      Certificateholders; or

            (4) to comply with any requirement of the SEC, any applicable law,
      rules or regulations of any exchange or quotation system on which the
      Certificates are listed, any regulatory body or the Registration Rights
      Agreement to effectuate the Exchange Offer; or

            (5) to modify, eliminate or add to the provisions of this Agreement
      to such extent as shall be necessary to continue the qualification of this
      Agreement (including any supplemental agreement) under the Trust Indenture
      Act or under any similar Federal statute hereafter enacted, and to add to
      this Agreement such other provisions as may be expressly permitted by the
      Trust Indenture Act, excluding, however, the provisions referred to in
      Section 316(a)(2) of the Trust Indenture Act as in effect at the date as
      of which this instrument was executed or any corresponding provision in
      any similar Federal statute hereafter enacted; or
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                                       49

            (6) to evidence and provide for the acceptance of appointment under
      this Agreement by the Trustee of a successor Trustee and to add to or
      change any of the provisions of this Agreement as shall be necessary to
      provide for or facilitate the administration of the Trust, pursuant to the
      requirements of Section 7.10; or

            (7) to provide the information required under Section 7.12 and
      Section 12.03 as to the Trustee; or

            (8) to modify or eliminate provisions relating to the transfer or
      exchange of Exchange Certificates or the Initial Certificates upon
      consummation of the Exchange Offer (as defined in the Registration Rights
      Agreement) or effectiveness of the Shelf Registration Statement or the
      Exchange Offer Registration Statement;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

            Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company
may (with the consent of the Owner Trustees, if any, which consent shall not be
unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter
into an agreement or agreements for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
the Intercreditor Agreement, any Liquidity Facility, the Registration Rights
Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase
Agreement to the extent applicable to such Certificateholders or of modifying in
any manner the rights and obligations of such Certificateholders under this
Agreement, the Intercreditor Agreement, any Liquidity Facility, the Registration
Rights Agreement, the Escrow Agreement, the Deposit Agreement or the Note
Purchase Agreement; provided, however, that no such agreement shall, without the
consent of the Certificateholder of each Outstanding Certificate affected
thereby:

            (1) reduce in any manner the amount of, or delay the timing of, any
      receipt by the Trustee (or, with respect to the Deposits, the
      Certificateholders) of payments on the Equipment Notes or other Trust
      Property held in the Trust or on the Deposits or distributions that are
      required to be made herein on any Certificate, or change any date of
      payment on any Certificate, or change the place of payment where, or the
      coin or currency in which, any Certificate is payable, or impair the right
      to institute suit for the enforcement of any such payment or distribution
      on or after the Regular Distribution Date or Special Distribution Date
      applicable thereto; or

            (2) permit the disposition of any Equipment Note included in the
      Trust Property except as permitted by this Agreement, or otherwise deprive
      such Certificateholder of the benefit of the ownership of the Equipment
      Notes in the Trust; or
   55
                                       50

            (3) reduce the specified percentage of the aggregate Fractional
      Undivided Interests of the Trust which is required for any such
      supplemental agreement, or reduce such specified percentage required for
      any waiver of compliance with certain provisions of this Agreement or
      certain defaults hereunder and their consequences provided for in this
      Agreement; or

            (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the
      Intercreditor Agreement in a manner adverse to the Certificateholders;
      or

            (5) modify any of the provisions of this Section 9.02 or Section
      6.05, except to increase any such percentage or to provide that certain
      other provisions of this Agreement cannot be modified or waived without
      the consent of the Certificateholder of each Certificate affected thereby;
      or

            (6) adversely affect the status of any Trust as a grantor trust
      under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
      Internal Revenue Code of 1986, as amended, for U.S. federal income tax
      purposes.

            It shall not be necessary for any Direction of Certificateholders
under this Section to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Direction shall approve the
substance thereof.

            Section 9.03. Documents Affecting Immunity or Indemnity. If in the
opinion of the Trustee any document required to be executed by it pursuant to
the terms of Section 9.01 or 9.02 affects adversely any interest, right, duty,
immunity or indemnity in favor of the Trustee under this Agreement, the Trustee
may in its discretion decline to execute such document.

            Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any agreement permitted by this
Article or the modifications thereby of the trusts created by this Agreement,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.

            Section 9.05. Effect of Supplemental Agreements. Upon the execution
of any agreement supplemental to this Agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of a Certificate theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

            Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

            Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates authenticated and delivered after the execution of any supplemental
agreement pursuant to this Article may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental agreement; and, in
such case, suitable notation may be made upon Outstanding Certificates after
proper presentation and demand.
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                                    ARTICLE X

               AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS

            Section 10.01. Amendments and Supplements to Indentures and
Financing Documents. In the event that the Trustee, as holder (or beneficial
owner through the Subordination Agent) of any Equipment Note in trust for the
benefit of the Certificateholders or as Controlling Party under the
Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any other Financing Document, any
Equipment Note or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice. The
Trustee shall request from the Certificateholders a Direction as to (a) whether
or not to take or refrain from taking (or direct the Subordination Agent to take
or refrain from taking) any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any
Equipment Note if a vote has been called for with respect thereto. Provided such
a request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing), (i)
other than as Controlling Party, the Trustee shall vote for or give consent to
any such action with respect to such Equipment Note in the same proportion as
that of (A) the aggregate face amounts of all Certificates actually voted in
favor of or for giving consent to such action by such Direction of
Certificateholders to (B) the aggregate face amount of all Outstanding
Certificates and (ii) as Controlling Party, the Trustee shall vote as directed
in such Certificateholder Direction by the Certificateholders evidencing a
Fractional Undivided Interest aggregating not less than a majority in interest
in the Trust. For purposes of the immediately preceding sentence, a Certificate
shall have been "actually voted" if the Holder of such Certificate has delivered
to the Trustee an instrument evidencing such Holder's consent to such Direction
prior to two Business Days before the Trustee directs such action or casts such
vote or gives such consent. Notwithstanding the foregoing, but subject to
Section 6.04 and the Intercreditor Agreement, the Trustee may, in its own
discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under the relevant Indenture, any other Financing Document, any
Equipment Note or any other related document, if an Event of Default hereunder
shall have occurred and be continuing, or if such amendment, modification,
waiver or supplement will not materially adversely affect the interests of the
Certificateholders.


                                   ARTICLE XI

                              TERMINATION OF TRUST

            Section 11.01. Termination of the Trust. The respective obligations
and responsibilities of the Company and the Trustee with respect to the Trust
shall terminate upon
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                                       52

the distribution to all Holders of Certificates and the Trustee of all amounts
required to be distributed to them pursuant to this Agreement and the
disposition of all property held as part of the Trust Property; provided,
however, that in no event shall the Trust continue beyond one hundred ten (110)
years following the date of the earliest execution of this Trust Agreement.

            Notice of any termination, specifying the Distribution Date upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment on the final Distribution Date and cancellation, shall be mailed
promptly by the Trustee to Certificateholders not earlier than the 60th day and
not later than the 20th day next preceding such final Distribution Date
specifying (A) the Distribution Date upon which the proposed final payment of
the Certificates will be made upon presentation and surrender of Certificates at
the office or agency of the Trustee therein specified, (B) the amount of any
such proposed final payment, and (C) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. The Trustee shall give such notice to the Registrar
at the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders such final payments.

            In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. No
additional interest shall accrue on the Certificates after the Distribution Date
specified in the first written notice. In the event that any money held by the
Trustee for the payment of distributions on the Certificates shall remain
unclaimed for two years (or such lesser time as the Trustee shall be satisfied,
after sixty days' notice from the Company, is one month prior to the escheat
period provided under applicable law) after the final distribution date with
respect thereto, the Trustee shall pay to each Loan Trustee the appropriate
amount of money relating to such Loan Trustee and shall give written notice
thereof to the related Owner Trustees, the Owner Participants and the Company.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

            Section 12.02. Certificates Nonassessable and Fully Paid. Except as
set forth in the last sentence of this Section 12.02, Certificateholders shall
not be personally liable for obligations of the Trust, the Fractional Undivided
Interests represented by the Certificates shall be nonassessable for any losses
or expenses of the Trust or for any reason whatsoever, and Certificates, upon
authentication thereof by the Trustee pursuant to Section 3.03, are and shall be
   58
                                       53


deemed fully paid. No Certificateholder shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the Trust Property, the Trust, or the obligations of
the parties hereto, nor shall anything set forth herein, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association.
Neither the existence of the Trust nor any provision herein is intended to or
shall limit the liability the Certificateholders would otherwise incur if the
Certificateholders owned Trust Property as co-owners, or incurred any
obligations of the Trust, directly rather than through the Trust.

            Section 12.03. Notices. (a) Unless otherwise specifically provided
herein, all notices required under the terms and provisions of this Agreement
shall be in English and in writing, and any such notice may be given by United
States mail, courier service or telecopy, and any such notice shall be effective
when received or, if made, given, furnished or filed by facsimile or
telecommunication transmission, when received unless received outside of
business hours, in which case on the next open of business on a Business Day,

            if to the Company, to:

                  America West Airlines, Inc.
                  4000 East Sky Harbor Boulevard
                  Phoenix, Arizona  85043

                  Attention:  Vice President-Treasurer
                  Facsimile:  (602) 693-5886


            if to the Trustee, to:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890-0001

                  Attention:  Corporate Trust Administration
                  Facsimile:  (302) 651-8882
                  Telephone:   (302) 651-8584

            (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

            (c) Any notice or communication to Certificateholders shall be
mailed by first-class mail to the addresses for Certificateholders shown on the
Register kept by the Registrar. Failure so to mail a notice or communication or
any defect in such notice or communication shall not affect its sufficiency with
respect to other Certificateholders.

            (d) If a notice or communication is mailed in the manner provided
above within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.
   59
                                       54

            (e) If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent
at the same time.

            (f) Notwithstanding the foregoing, all communications or notices
to the Trustee shall be deemed to be given only when received by a Responsible
Officer of the Trustee.

            (g) The Trustee shall promptly furnish the Company with a copy of
any demand, notice or written communication received by the Trustee hereunder
from any Certificateholder, Owner Trustee or Loan Trustee.

            Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN
THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

            Section 12.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Trust, or of the
Certificates or the rights of the Certificateholders thereof.

            Section 12.06. Trust Indenture Act Controls. Upon the occurrence of
any Registration Event, this Agreement shall become subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions. From and after any Registration Event, if any provision of this
Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control.

            Section 12.07. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            Section 12.08. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not.

            Section 12.09. Benefits of Agreement. Nothing in this Agreement or
in the Certificates, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, and the Certificateholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement.

            Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such
   60
                                       55

date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such Regular Distribution Date or Special Distribution
Date, and no interest shall accrue during the intervening period.

            Section 12.11. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

            Section 12.12. Intention of Parties. The parties hereto intend that
the Trust be classified for U.S. federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as
amended, and not as a trust or association taxable as a corporation or as a
partnership. Each Certificateholder and Investor, by its acceptance of its
Certificate or a beneficial interest therein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. The
powers granted and obligations undertaken pursuant to this Agreement shall be so
construed so as to further such intent.
   61
                                       56

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first written above.


                                    AMERICA WEST AIRLINES, INC.


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


                                    WILMINGTON TRUST COMPANY,
                                        as Trustee


                                    By:  /s/ W. Chris Sponenberg
                                       ---------------------------------------
                                        Name:  W. Chris Sponenberg
                                        Title: Assistant Vice President
   62
                                                                       EXHIBIT A

            FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
              TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S

                                                      [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001

Attention:  Corporate Trust Trustee Administration

      Re:   America West Airlines Pass Through Trust (the "Trust"),
            Series 2001-1C-S, America West Airlines Pass Through
            Certificates, Series 2001-1C-S (the "Certificates")

Sirs:

            In connection with our proposed sale of Certificates representing a
Fractional Undivided Interest, having a face amount of $ ______, in the Trust,
we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the Securities Act of 1933, as amended, and, accordingly, we
represent that:

            (1) the offer of the Certificates was not made to a person in
      the United States or to or for the account or benefit of a U.S. person;

            (2) either (a) at the time the buy order was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States or (b) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (3) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 903(a) or Rule 904(a) of
      Regulation S, as applicable; and

            (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

            In addition, if the sale is made during a restricted period and the
provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be.
   63
                                      A-2

            You and America West Airlines, Inc. are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                    Very truly yours,

                                    [Name of Transferor]
   64
                                                                       EXHIBIT B

              FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                        WITH TRANSFERS OF CERTIFICATES TO
                  NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

                                                      [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001


Attention:  Corporate Trust Trustee Administration

America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona 85043


                            AMERICA WEST AIRLINES
              PASS THROUGH TRUST, SERIES 2001-1C-S (the "Trust")
                 Pass Through Certificates, Series 2001-1C-S
                              (the "Certificates")

                            ------------------------


Ladies and Gentlemen:

      In connection with our proposed purchase of U.S. $[_____________]
Fractional Undivided Interest of Certificates, we confirm that:

      1. We understand that any subsequent transfer of the Certificates is
subject to certain restrictions and conditions set forth in the Pass Through
Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc.
(the "Company") and Wilmington Trust Company (the "Trustee") relating to the
Certificates, and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Certificates except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the "Securities
Act").

      2. We are purchasing Certificates having an aggregate principal amount of
not less than $100,000 and each account (if any) for which we are purchasing
Certificates is purchasing Certificates having an aggregate principal amount of
not less than $100,000.

      3. We understand that the Certificates have not been registered under the
Securities Act, that the Certificates are being sold to us in a transaction that
is exempt from the registration requirements of the Securities Act and that the
Certificates may not be offered or resold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that, if we should sell any Certificates
within two
   65
                                      B-2

years after the later of the original issuance of such Certificate and the last
date on which such Certificate is owned by the Company, the Trustee or any
affiliate of any of such persons, we will do so only (A) to the Company, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption
from registration provided by Rule 144 under the Securities Act or (E) pursuant
to an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing any of the Certificates from us a
notice advising such purchaser that resales of the Certificates are restricted
as stated herein.

      4. We understand that, on any proposed resale of any Certificates, we will
be required to furnish to the Company and the Trustee such certifications, legal
opinions and other information as the Trustee may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Certificates purchased by us will bear a legend to the
foregoing effect.

      5. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Certificates, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investments.

      6. We are acquiring the Certificates purchased by us for our own account
or for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion and not
with a view to any distribution of the Certificates, subject, nevertheless to
the understanding that the disposition of our property shall at all times be and
remain within our control.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                    Very truly yours,



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

                                       2

EX-4.8

   1
                                   EXHIBIT 4.8

                                                                EXECUTION COPY



                          PASS THROUGH TRUST AGREEMENT

                            Dated as of May 17, 2001

                                     between

                         AMERICA WEST AIRLINES, INC.

                                       and

                          WILMINGTON TRUST COMPANY,

                                   as Trustee

          America West Airlines Pass Through Trust, Series 2001-1D-O

             Initial Pass Through Certificates, Series 2001-1D-O
             Exchange Pass Through Certificates, Series 2001-1D-O
   2
Reconciliation and tie between America West Airlines Pass Through Trust
Agreement, Series 2001-1D-O dated as of May 17, 2001, and the Trust Indenture
Act of 1939. This reconciliation does not constitute part of the Pass Through
Trust Agreement.

          Trust Indenture Act                      Pass Through Trust
             of 1939 Section                        Agreement Section
          ------------------                       -----------------
            310(a)(1)                                   7.08
                (a)(2)                                  7.08
            312(a)                                      3.05; 8.01; 8.02
            313(a)                                      7.06; 8.03
            314(a)                                      8.04(a),(c) & (d)
            (a)(4)                                      8.04(e)
            (c)(1)                                      1.02
            (c)(2)                                      1.02
            (d)(1)                                      7.13; 11.01
            (d)(2)                                      7.13; 11.01
            (d)(3)                                      2.01
            (e)                                         1.02
            315(b)                                      7.02
            316(a)(last sentence)                       1.04(c)
                (a)(1)(A)                               6.04
                (a)(1)(B)                               6.05
                (b)                                     6.06
                (c)                                     1.04(e)
            317(a)(1)                                   6.03
                (b)                                     7.13
            318(a)                                      12.06
   3
                                TABLE OF CONTENTS


SECTION                                                                                                            PAGE
                                                                                                               
ARTICLE I  DEFINITIONS ..........................................................................................    2
         Section 1.01.     Definitions...........................................................................    2
         Section 1.02.     Compliance Certificates and Opinions..................................................   14
         Section 1.03.     Form of Documents Delivered to Trustee................................................   15
         Section 1.04.     Directions of Certificateholders......................................................   15

ARTICLE II  ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES....................................   16
         Section 2.01.     Issuance of Certificates; Acquisition of Equipment Notes..............................   16
         Section 2.02.     Withdrawal of Deposits................................................................   17
         Section 2.03.     Acceptance by Trustee.................................................................   18
         Section 2.04.     Limitation of Powers..................................................................   18

ARTICLE III  THE CERTIFICATES....................................................................................   18
         Section 3.01.     Title, Form, Denomination and Execution of Certificates...............................   18
         Section 3.02.     Restrictive Legends...................................................................   20
         Section 3.03.     Authentication of Certificates........................................................   22
         Section 3.04.     Transfer and Exchange.................................................................   22
         Section 3.05.     Book-Entry Provisions for Restricted Global Certificates and Regulation S
                           Global Certificates...................................................................   23
         Section 3.06.     Special Transfer Provisions...........................................................   24
         Section 3.07.     Mutilated, Destroyed, Lost or Stolen Certificates.....................................   27
         Section 3.08.     Persons Deemed Owners.................................................................   28
         Section 3.09.     Cancellation..........................................................................   28
         Section 3.10.     Temporary Certificates................................................................   28
         Section 3.11.     Limitation of Liability for Payments..................................................   28
         Section 3.12      ERISA Restrictive Legend..............................................................   29

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS......................................................   29
         Section 4.01.     Certificate Account and Special Payments Account......................................   29
         Section 4.02.     Distributions from Certificate Account and Special Payments Account...................   30
         Section 4.03.     Statements to Certificateholders......................................................   31
         Section 4.04.     Investment of Special Payment Moneys..................................................   32

ARTICLE V  THE COMPANY ..........................................................................................   33
         Section 5.01.     Maintenance of Corporate Existence....................................................   33
         Section 5.02.     Consolidation, Merger, etc............................................................   33

ARTICLE VI  DEFAULT .............................................................................................   34
         Section 6.01.     Events of Default.....................................................................   34
         Section 6.02.     Incidents of Sale of Equipment Notes..................................................   35
         Section 6.03.     Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit....................   36

   4


SECTION                                                                                                            PAGE
                                                                                                               
         Section 6.04      Control by Certificateholders.........................................................   36
         Section 6.05.     Waiver of Past Defaults...............................................................   36
         Section 6.06.     Right of Certificateholders to Receive Payments Not to Be Impaired....................   37
         Section 6.07.     Certificateholders May Not Bring Suit Except Under Certain Conditions.................   37
         Section 6.08.     Remedies Cumulative...................................................................   38

ARTICLE VII  THE TRUSTEE ........................................................................................   38
         Section 7.01.     Certain Duties and Responsibilities...................................................   38
         Section 7.02.     Notice of Defaults....................................................................   39
         Section 7.03.     Certain Rights of Trustee.............................................................   39
         Section 7.04.     Not Responsible for Recitals or Issuance of Certificates..............................   40
         Section 7.05.     May Hold Certificates.................................................................   40
         Section 7.06.     Money Held in Trust...................................................................   40
         Section 7.07.     Compensation and Reimbursement........................................................   40
         Section 7.08.     Corporate Trustee Required; Eligibility...............................................   42
         Section 7.09      Resignation and Removal; Appointment of Successor.....................................   42
         Section 7.10.     Acceptance of Appointment by Successor................................................   43
         Section 7.11.     Merger, Conversion, Consolidation or Succession to Business...........................   44
         Section 7.12.     Maintenance of Agencies...............................................................   44
         Section 7.13.     Money for Certificate Payments to Be Held in Trust....................................   45
         Section 7.14.     Registration of Equipment Notes in Name of Subordination Agent........................   46
         Section 7.15.     Representations and Warranties of Trustee.............................................   46
         Section 7.16.     Withholding Taxes, Information Reporting..............................................   47
         Section 7.17.     Trustee's Liens.......................................................................   47
         Section 7.18.     Preferential Collection of Claims.....................................................   47

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE...................................................   47
         Section 8.01.     The Company to Furnish Trustee with Names and Addresses of Certificateholders.........   47
         Section 8.02.     Preservation of Information; Communications to Certificateholders.....................   48
         Section 8.03.     Reports by Trustee....................................................................   48
         Section 8.04.     Reports by the Company................................................................   48

ARTICLE IX  SUPPLEMENTAL AGREEMENTS..............................................................................   49
         Section 9.01.     Supplemental Agreements Without Consent of Certificateholders.........................   49
         Section 9.02.     Supplemental Agreements with Consent of Certificateholders............................   50
         Section 9.03.     Documents Affecting Immunity or Indemnity.............................................   51
         Section 9.04.     Execution of Supplemental Agreements..................................................   51
         Section 9.05.     Effect of Supplemental Agreements.....................................................   52
         Section 9.06.     Conformity with Trust Indenture Act...................................................   52
         Section 9.07.     Reference in Certificates to Supplemental Agreements..................................   52

ARTICLE X  AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS......................................................   52
         Section 10.01.    Amendments and Supplements to Indentures and Financing Documents......................   52


                                       ii
   5


SECTION                                                                                                            PAGE
                                                                                                               
ARTICLE XI  TERMINATION OF TRUST.................................................................................   53
         Section 11.01.    Termination of the Trust..............................................................   53

ARTICLE XII  MISCELLANEOUS PROVISIONS............................................................................   55
         Section 12.01.    Limitation on Rights of Certificateholders............................................   55
         Section 12.02.    Certificates Nonassessable and Fully Paid.............................................   55
         Section 12.03.    Notices...............................................................................   55
         Section 12.04.    Governing Law.........................................................................   57
         Section 12.05.    Severability of Provisions............................................................   57
         Section 12.06.    Trust Indenture Act Controls..........................................................   57
         Section 12.07.    Effect of Headings and Table of Contents..............................................   57
         Section 12.08.    Successors and Assigns................................................................   57
         Section 12.09.    Benefits of Agreement.................................................................   57
         Section 12.10.    Legal Holidays........................................................................   57
         Section 12.11.    Counterparts..........................................................................   57
         Section 12.12.    Intention of Parties..................................................................   58



Exhibit A    -   Form of Certificate
Exhibit B    -   Form of Certificate to Request Removal of Restricted Legend
Exhibit C    -   Form of Certificate to be Delivered by an Institutional
                 Accredited Investor
Exhibit D    -   Form of Assignment and Assumption Agreement
Exhibit E    -   Form of Notice to Withholding Agent

                                      iii
   6
                       PASS THROUGH TRUST AGREEMENT


            This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001 (the
"Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation, and
WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation of
America West Airlines Pass Through Trust, Series 2001-1D-O and the issuance of
America West Airlines Pass Through Trust, Series 2001-1D-O Pass Through
Certificates representing fractional undivided interests in the Trust.

                                   WITNESSETH:

            WHEREAS, the Company has obtained commitments from AVSA for the
delivery of certain Aircraft;

            WHEREAS, the Company intends to finance (or refinance) the
acquisition of the Aircraft either (i) through separate leveraged lease
transactions in which the Company will lease such aircraft (collectively, the
"Leased Aircraft") or (ii) through separate secured loan transactions in which
the Company will own such Aircraft (collectively, the "Owned Aircraft");

            WHEREAS, in the case of each Leased Aircraft, each Owner Trustee,
acting on behalf of the corresponding Owner Participant, will issue pursuant to
an Indenture, on a non-recourse basis, three series of Equipment Notes in order
to finance a portion of its purchase price of such Leased Aircraft;

            WHEREAS, in the case of each Owned Aircraft, the Company will issue
pursuant to an Indenture, on a recourse basis, three series of Equipment Notes
to finance a portion of the purchase price of such Owned Aircraft;

            WHEREAS, the Trustee, upon execution and delivery of this Agreement,
hereby declares the creation of the Trust for the benefit of the
Certificateholders, and the initial Certificateholders, as the grantors of the
Trust, by their respective acceptances of the Certificates, join in the creation
of this Trust with the Trustee;

            WHEREAS, all Certificates to be issued by the Trust will evidence
fractional undivided interests in the Trust and will convey no rights, benefits
or interests in respect of any property other than the Trust Property except for
those Certificates to which an Escrow Receipt has been affixed;

            WHEREAS, the Escrow Agent and the Initial Purchasers have
contemporaneously herewith entered into an Escrow Agreement with the Escrow
Paying Agent pursuant to which the Initial Purchasers have delivered to the
Escrow Agent the proceeds from the sale of the Certificates and have irrevocably
instructed the Escrow Agent to withdraw and pay funds from such proceeds upon
request and proper certification by the Trustee to purchase Equipment Notes;

            WHEREAS, the Escrow Agent on behalf of the Certificateholders has
contemporaneously herewith entered into a Deposit Agreement with the Depositary
under which
   7
                                      -2-


the Deposits referred to therein will be made and from which it will withdraw
funds to allow the Trustee to purchase Equipment Notes from time to time prior
to the Delivery Period Termination Date;

            WHEREAS, pursuant to the terms and conditions of this Agreement and
the Note Purchase Agreement, upon or following delivery of an Aircraft, the
Trustee on behalf of the Trust, using funds withdrawn under the Escrow
Agreement, may purchase an Equipment Note having the same interest rate as, and
final legal distribution date not later than the final Regular Distribution Date
of, the Certificates issued hereunder and shall hold such Equipment Note in
trust for the benefit of the Certificateholders;

            WHEREAS, to facilitate the sale of Equipment Notes to, and the
purchase of Equipment Notes by, the Trustee on behalf of the Trust, the Company
has duly authorized the execution and delivery of this Agreement as the
"issuer", as such term is defined in and solely for purposes of the Securities
Act, of the Certificates to be issued pursuant hereto and as the "obligor", as
such term is defined in and solely for purposes of the Trust Indenture Act of
1939, as amended, with respect to all such Certificates and is undertaking to
perform certain administrative and ministerial duties hereunder and is also
undertaking to pay the ongoing fees and expenses of the Trustee;

            WHEREAS, all of the conditions and requirements necessary to make
this Agreement, when duly executed and delivered, a valid, binding and legal
instrument, enforceable in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Agreement in the form and with the terms hereof have been in
all respects duly authorized; and

            WHEREAS, upon issuance of the Exchange Certificates, if any, or the
effectiveness of the Shelf Registration Statement, this Agreement, as amended or
supplemented from time to time, will be subject to the provisions of the Trust
Indenture Act of 1939, and shall, to the extent applicable, be governed by such
provisions;

            NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01.     Definitions.  For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

            (1) the terms used in this Agreement, including in the recitals to
      this Agreement, that are defined in this Article have the meanings
      assigned to them in this Article, and include the plural as well as the
      singular;
   8
                                      -3-

            (2) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, or by the rules
      promulgated under the Trust Indenture Act, have the meanings assigned to
      them therein;

            (3) all references in this Agreement to designated "Articles",
      "Sections", "Subsections" and other subdivisions are to the designated
      Articles, Sections, Subsections and other subdivisions of this Agreement;

            (4) the words "herein", "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section, SubSection or other subdivision; and

            (5) unless the context otherwise requires, whenever the words
      "including", "include" or "includes" are used herein, it shall be deemed
      to be followed by the phrase "without limitation".

            Affiliate: Means, with respect to any specified Person, any other
      Person directly or indirectly controlling or controlled by or under direct
      or indirect common control with such Person. For the purposes of this
      definition, "control" means the power, directly or indirectly, to direct
      the management and policies of such Person, whether through the ownership
      of voting securities or by contract or otherwise, and the terms
      "controlling" and "controlled" have meanings correlative to the foregoing.

            Agent Members:  Has the meaning specified in Section 3.05.

            Agreement:  Has the meaning specified in the initial paragraph
      hereto.

            Aircraft:  Has the meaning specified in the Note Purchase
      Agreement.

            Aircraft Purchase Agreement: Has the meaning specified in the Note
      Purchase Agreement.

            Applicable Delivery Date: Has the meaning specified in Section
      2.01(b).

            Applicable Participation Agreement: Has the meaning specified in
      Section 2.01(b).

            Assignment and Assumption Agreement: Means the assignment and
      assumption agreement substantially in the form of Exhibit D hereto to be
      executed and delivered in accordance with Section 11.01.

            Authorized Agent:  Means any Paying Agent or Registrar for the
      Certificates.

            Avoidable Tax: Means a state or local tax (i) upon (w) the Trust,
      (x) the Trust Property, (y) Certificate-holders or (z) the Trustee for
      which the Trustee is entitled to seek reimbursement from the Trust
      Property, and (ii) which would be avoided if the Trustee were located in
      another state, or jurisdiction within a state, within the United
   9
                                      -4-


      States. A tax shall not be an Avoidable Tax if the Company or any
      Owner Trustee shall agree to pay, and shall pay, such tax.

            AVSA:  Means AVSA S.A.R.L., an affiliate of Airbus Industries.

            Break Amount: Has the meaning specified in the Indentures.

            Business Day: Means any day other than a Saturday, a Sunday or a day
      on which commercial banks are required or authorized to close in Phoenix,
      Arizona, New York, New York, Wilmington, Delaware or, so long as any
      Certificate is outstanding, the city and state in which the Trustee or any
      Loan Trustee maintains its Corporate Trust Office or receives and
      disburses funds.

            Certificate:  Means any one of the Initial Certificates or
      Exchange Certificates and any such Certificates issued in exchange
      therefor or replacement thereof pursuant to this Agreement.

            Certificate Account:  Means the account or accounts created and
      maintained pursuant to Section 4.01(a).

            Certificate Purchase Agreement: Means the Purchase Agreement dated
      May 10, 2001, among the Initial Purchasers and the Company, as the same
      may be amended, supplemented or otherwise modified from time to time in
      accordance with its terms.

            Certificateholder or Holder:  Means the Person in whose name a
      Certificate is registered in the Register.

            Class C Certificateholder:  Has the meaning specified in the
      Intercreditor Agreement.

            Class C Certificates:  Has the meaning specified in the
      Intercreditor Agreement.

            Class C Trust Agreement:  Has the meaning specified in the
      Intercreditor Agreement.

            Class C Trustee:  Has the meaning specified in the Intercreditor
      Agreement.

            Class G Certificateholder:  Has the meaning specified in the
      Intercreditor Agreement.

            Class G Certificates:  Has the meaning specified in the
      Intercreditor Agreement.

            Class G Trust Agreement:  Has the meaning specified in the
      Intercreditor Agreement.

            Class G Trustee:  Has the meaning specified in the Intercreditor
      Agreement.

            Clearstream:  Means Clearstream Banking, societe anonyme,
      organized under Luxembourg law (formerly known as Cedelbank) or any
      successor thereto.
   10
                                      -5-



            Company: Means America West Airlines, Inc., a Delaware corporation,
      or its successor in interest pursuant to Section 5.02, or (only in the
      context of provisions hereof, if any, where such reference is required for
      purposes of compliance with the Trust Indenture Act) any other "obligor"
      (within the meaning of the Trust Indenture Act) with respect to the
      Certificates.

            Controlling Party:  Has the meaning specified in the
      Intercreditor Agreement.

            Corporate Trust Office: With respect to the Trustee or any Loan
      Trustee, means the office of such trustee in the city at which at any
      particular time its corporate trust business shall be principally
      administered.

            Cut-off Date:  Means the earlier of (a) the Delivery Period
      Termination Date and (b) the date on which a Triggering Event occurs.

            Definitive Certificates:  Has the meaning specified in Section
      3.01(e).

            Delivery Date:  Has the meaning specified in the Note Purchase
      Agreement.

            Delivery Notice:  Has the meaning specified in the Note Purchase
      Agreement.

            Delivery Period Termination Date: Means the earlier of (a) August
      30, 2002, or, if the Equipment Notes relating to all of the Aircraft (or
      Substitute Aircraft in lieu thereof) have not been purchased by the
      Trustee and the Other Trustees on or prior to such date due to any reason
      beyond the control of the Company and not occasioned by the Company's
      fault or negligence, November 30, 2002 and (b) the date on which Equipment
      Notes issued with respect to all of the Aircraft (or Substitute Aircraft
      in lieu thereof) have been purchased by the Trustee and the Other Trustees
      in accordance with the Note Purchase Agreement.

            Deposits:  Has the meaning specified in the Deposit Agreement.

            Deposit Agreement: Means the Deposit Agreement dated as of May 17,
      2001 relating to the Certificates between the Depositary and the Escrow
      Agent, as the same may be amended, supplemented or otherwise modified from
      time to time in accordance with its terms.

            Depositary:  Means Citibank, N.A.

            Direction:  Has the meaning specified in Section 1.04(a).

            Distribution Date:  Means any Regular Distribution Date or
      Special Distribution Date as the context requires.

            DTC:  Means The Depository Trust Company, its nominees and their
      respective successors.
   11
                                      -6-



            EBO Date: Means the date set forth on Schedule 1 to the Lease as the
      "EBO Date".

            Equipment Notes:  Means the equipment notes issued under the
      Indentures.

            ERISA:  Means the Employee Retirement Income Security Act of
      1974, as amended from time to time, or any successor federal statute.

            ERISA Legend:  Has the meaning specified in Section 3.12.

            Escrow Agent:  Means, initially, Wilmington Trust Company.

            Escrow Agreement: Means the Escrow and Paying Agent Agreement dated
      as of May 17, 2001 relating to the Certificates, among the Escrow Agent,
      the Escrow Paying Agent, the Trustee and the Initial Purchasers, as the
      same may be amended, supplemented or otherwise modified from time to time
      in accordance with its terms.

            Escrow Paying Agent:  Means the Person acting as paying agent
      under the Escrow Agreement.

            Escrow Receipt:  Means the receipt substantially in the form
      annexed to the Escrow Agreement representing a fractional undivided
      interest in the funds held in escrow thereunder.

            Euroclear:  Means Morgan Guaranty Trust Company of New York,
      Brussels Office, as operator of the Euroclear System.

            Event of Default: Means an Indenture Default under any Indenture
      pursuant to which Equipment Notes held by the Trust were issued.

            Exchange Certificates: Means the pass through certificates
      substantially in the form of Exhibit A hereto issued in exchange for the
      Initial Certificates pursuant to the Registration Rights Agreement and
      authenticated hereunder.

            Exchange Offer:  Means the exchange offer which may be made
      pursuant to the Registration Rights Agreement to exchange Initial
      Certificates for Exchange Certificates.

            Exchange Offer Registration Statement: Means the registration
      statement that, pursuant to the Registration Rights Agreement, is filed by
      the Company with the SEC with respect to the exchange of Initial
      Certificates for Exchange Certificates.

            Final Legal Distribution Date:  Means October 2, 2005.

            Final Withdrawal:  Has the meaning specified in the Escrow
      Agreement.

            Final Withdrawal Date:  Has the meaning specified in the Escrow
      Agreement.

            Final Withdrawal Notice:  Has the meaning specified in Section
      2.02.
   12
                                      -7-



            Financing Documents: With respect to any Equipment Note, means (i)
      the Indenture and the Participation Agreement relating to such Equipment
      Note, and (ii) in the case of any Equipment Note related to a Leased
      Aircraft, the Lease relating to such Leased Aircraft.

            Fractional Undivided Interest:  Means the fractional undivided
      interest in the Trust that is evidenced by a Certificate.

            Global Certificates:  Has the meaning specified in Section
      3.01(d).

            Global Exchange Certificate:  Has the meaning specified in
      Section 3.01(f).

            Indenture: Means each of the separate trust indentures and mortgages
      relating to the Aircraft, each as specified or described in a Delivery
      Notice delivered pursuant to the Note Purchase Agreement or the related
      Participation Agreement, in each case as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

            Indenture Default:  With respect to any Indenture, means any
      Event of Default (as such term is defined in such Indenture).

            Initial Certificates:  Means the certificates issued and
      authenticated hereunder substantially in the form of Exhibit A hereto
      other than the Exchange Certificates.

            Initial Purchasers:  Means Salomon Smith Barney Inc., Deutsche
      Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital
      Markets, Inc. and Tokyo-Mitsubishi International plc.

            Institutional Accredited Investor: Means an institutional investor
      that is an "accredited investor" within the meaning set forth in Rule
      501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

            Intercreditor Agreement: Means the Intercreditor Agreement dated as
      of May 17, 2001 among the Trustee, the Other Trustees, the Liquidity
      Provider, the liquidity provider relating to the Certificates issued under
      (and as defined in) the Other Pass Through Trust Agreement, the Policy
      Provider, and Wilmington Trust Company, as Subordination Agent and as
      trustee thereunder, as amended, supplemented or otherwise modified from
      time to time in accordance with its terms.

            Interest Period: Means the period commencing on and including the
      Issuance Date and ending on but excluding the next succeeding Regular
      Distribution Date, and thereafter, each successive period commencing on
      and including the last day of the immediately preceding Regular
      Distribution Date and ending on but excluding the next succeeding Regular
      Distribution Date.

            Investors:  Means the Initial Purchasers together with all
      subsequent beneficial owners of the Certificates.
   13
                                      -8-

            Issuance Date:  Means the date of the issuance of the Initial
      Certificates.

            Lease: Means, with respect to each Leased Aircraft, the lease
      between an Owner Trustee, as the lessor, and the Company, as the lessee,
      referred to in the related Indenture, as such lease may be amended,
      supplemented or otherwise modified in accordance with its terms.

            Leased Aircraft:  Has the meaning specified in the second recital
      to this Agreement.

            Liquidity Provider:  Means, initially, Westdeutsche Landesbank
      Girozentrale, and any replacement or successor therefor appointed in
      accordance with the Intercreditor Agreement.

            Loan Trustee: With respect to any Equipment Note or the Indenture
      applicable thereto, means the bank or trust company designated as trustee
      under such Indenture, together with any successor to such trustee
      appointed pursuant thereto.

            Material Adverse Tax Event:  Has the meaning specified in Section
      17.3(a)(4) of the Lease.

            Non-U.S. Person:  Means a Person that is not a "U.S. person", as
      defined in Regulation S.

            Note Purchase Agreement: Means the Note Purchase Agreement dated as
      of May 17, 2001 among the Trustee, the Other Trustees, the Company, the
      Escrow Agent, the Escrow Paying Agent and the Subordination Agent,
      providing for, among other things, the purchase of Equipment Notes by the
      Trustee on behalf of the Trust, as the same may be amended, supplemented
      or otherwise modified from time to time, in accordance with its terms.

            Notice of Purchase Withdrawal:  Has the meaning specified in the
      Deposit Agreement.

            Offering Circular: Means the Offering Memorandum dated May 10, 2001
      relating to the offering of the Certificates and the certificates issued
      under the Other Pass Through Trust Agreements.

            Officer's Certificate: Means a certificate signed, (a) in the case
      of the Company, by any Vice President or more senior officer of the
      Company or, (b) in the case of an Owner Trustee or a Loan Trustee, a
      Responsible Officer of such Owner Trustee or such Loan Trustee, as the
      case may be.

            Opinion of Counsel: Means a written opinion of legal counsel who (a)
      in the case of counsel for the Company may be (i) the General Counsel of
      the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price, Kaufman &
      Kammholz LLP, or (iv) such other counsel designated by the Company and
      reasonably acceptable to the Trustee and (b) in the case of counsel for
      any Owner Trustee or any Loan Trustee may be such counsel as
   14
                                      -9-


      may be designated by any of them whether or not such counsel is an
      employee of any of them, and who shall be reasonably acceptable to the
      Trustee.

            Other Pass Through Trust Agreement: Means the other America West
      Airlines 2001-1 Pass Through Trust Agreements relating to America West
      Airlines Pass Through Trust, Series 2001-1G-O and the America West
      Airlines Pass Through Trust, Series 2001-1C-O, dated the date hereof.

            Other Trustees:  Means the trustees under the Other Pass Through
      Trust Agreements, and any successor or other trustee appointed as
      provided therein.

            Other Trusts:  Means the America West Airlines Pass Through
      Trust, Series 2001-1G-O and the America West Airlines Pass Through
      Trust, Series 2001-1C-O, created on the date hereof.

            Outstanding:  When used with respect to Certificates, means, as
      of the date of determination, all Certificates theretofore
      authenticated and delivered under this Agreement, except:

                  (i)  Certificates theretofore canceled by the Registrar or
            delivered to the Trustee or the Registrar for cancellation;

                  (ii) Certificates for which money in the full amount required
            to make the final distribution with respect to such Certificates
            pursuant to Section 11.01 hereof has been theretofore deposited with
            the Trustee in trust for the Holders of such Certificates as
            provided in Section 4.01 pending distribution of such money to such
            Certificateholders pursuant to payment of such final distribution;
            and

                  (iii) Certificates in exchange for or in lieu of which other
            Certificates have been authenticated and delivered pursuant to this
            Agreement.

            Owned Aircraft:  Has the meaning specified in the second recital
      to this Agreement.

            Owner Participant: With respect to any Equipment Note relating to a
      Leased Aircraft, means the "Owner Participant" as referred to in the
      Indenture pursuant to which such Equipment Note is issued and any
      permitted successor or assign of such Owner Participant; and Owner
      Participants at any time of determination means all of the Owner
      Participants thus referred to in the Indentures.

            Owner Trustee: With respect to any Equipment Note relating to a
      Leased Aircraft, means the "Owner Trustee", as referred to in the
      Indenture pursuant to which such Equipment Note is issued, not in its
      individual capacity but solely as trustee; and Owner Trustees means all of
      the Owner Trustees party to any of the Indentures.

            Participation Agreement: Means each Participation Agreement to be
      entered into by the Trustee pursuant to the Note Purchase Agreement, as
      the same may be amended, supplemented or otherwise modified in accordance
      with its terms.
   15
                                      -10-

            Paying Agent:  Means the paying agent maintained and appointed
      for the Certificates pursuant to Section 7.12.

            Payment Date: Means April 2 and October 2 commencing on or after
      October 2, 2001.

            Permitted Investments: Means obligations of the United States of
      America or agencies or instrumentalities thereof for the payment of which
      the full faith and credit of the United States of America is pledged,
      maturing in not more than 60 days after the date of acquisition thereof or
      such lesser time as is required for the distribution of any Special
      Payments on a Special Distribution Date.

            Person: Means any person, including any individual, corporation,
      limited liability company, partnership, joint venture, association,
      joint-stock company, trust, trustee, unincorporated organization, or
      government or any agency or political subdivision thereof.

            Policy:  Has the meaning specified in the Intercreditor Agreement.

            Policy Provider:  Has the meaning specified in the Intercreditor
      Agreement.

            Policy Provider Agreement:  Has the meaning specified in the
      Intercreditor Agreement.

            Policy Provider Default:  Has the meaning specified in the
      Intercreditor Agreement.

            Pool Balance: Means, as of any date, (i) the original aggregate face
      amount of the Certificates less (ii) the aggregate amount of all payments
      made in respect of such Certificates other than payments made in respect
      of interest, Break Amount or premium thereon or reimbursement of any costs
      or expenses incurred in connection therewith. The Pool Balance as of any
      Distribution Date shall be computed after giving effect to the payment of
      principal, if any, on the Equipment Notes or other Trust Property held in
      such Trust and the distribution thereof to be made on such Distribution
      Date and the distribution of the Final Withdrawal to be made on such
      Distribution Date.

            Pool Factor: Means, as of any date, the quotient (rounded to the
      seventh decimal place) computed by dividing (i) the Pool Balance as at
      such date by (ii) the original aggregate face amount of the Certificates.
      The Pool Factor as of any Distribution Date shall be computed after giving
      effect to the payment of principal, if any, on the Equipment Notes or
      other Trust Property and the distribution thereof to be made on such
      Distribution Date and the distribution of the Final Withdrawal to be made
      on such Distribution Date.

            PTC Event of Default: Means any failure to pay within 10 Business
      Days of the due date thereof: (i) the outstanding Pool Balance on the
      Final Legal Distribution Date or (ii) interest due on the Certificates on
      any Distribution Date (unless the Subordination Agent shall have made an
      Interest Drawing or Drawings (as defined in the Intercreditor
   16
                                      -11-

            Agreement), or a withdrawal or withdrawals pursuant to Section
      3.6(f) of the Intercreditor Agreement, with respect thereto in an
      aggregate amount sufficient to pay such interest and shall have
      distributed such amount to the Trustee).

            QIB: Means a qualified institutional buyer as defined in Rule 144A.

            Record Date: Means (i) for Scheduled Payments to be distributed on
      any Regular Distribution Date, other than the final distribution, the 15th
      day (whether or not a Business Day) preceding such Regular Distribution
      Date, and (ii) for Special Payments to be distributed on any Special
      Distribution Date, other than the final distribution, the 15th day
      (whether or not a Business Day) preceding such Special Distribution Date.

            Register and Registrar: Mean the register maintained and the
      registrar appointed pursuant to Sections 3.04 and 7.12.

            Registration Event: Means the declaration of the effectiveness by
      the SEC of the Exchange Offer Registration Statement or the Shelf
      Registration Statement.

            Registration Rights Agreement: Means the Exchange and Registration
      Rights Agreement dated as of May 17, 2001, among the Initial Purchasers,
      the Trustee, the Other Trustees and the Company, as amended, supplemented
      or otherwise modified from time to time in accordance with its terms.

            Regular Distribution Date: With respect to distributions of
      Scheduled Payments in respect of the Certificates, means each date
      designated as a Regular Distribution Date in the Certificates issued
      pursuant to this Agreement, until payment of all the Scheduled Payments to
      be made under the Equipment Notes held in the Trust have been made;
      provided, however, that, if any such day shall not be a Business Day, the
      related distribution shall be made on the next succeeding Business Day
      without additional interest.

            Regulation S: Means Regulation S under the Securities Act or any
      successor regulation thereto.

            Regulation S Definitive Certificates: Has the meaning specified in
      Section 3.01(e).

            Regulation S Global Certificates: Has the meaning specified in
      Section 3.01(d).

            Related Pass Through Trust Agreement: Means the Pass Through Trust
      Agreement relating to the America West Airlines Pass Through Trust, Series
      2001-1D-S, dated the date hereof, between the Company and the institution
      acting as trustee thereunder, which agreement becomes effective upon the
      execution and delivery of the Assignment and Assumption Agreement pursuant
      to Section 11.01.

            Related Trust: Means the America West Pass Through Trust, Series
      2001-1D-S, formed under the Related Pass Through Trust Agreement.
   17
                                      -12-



            Related Trustee: Means the trustee under the Related Pass Through
      Trust Agreement.

            Responsible Officer: With respect to the Trustee, any Loan Trustee
      and any Owner Trustee, means any officer in the Corporate Trust Office of
      the Trustee, Loan Trustee or Owner Trustee or any other officer
      customarily performing functions similar to those performed by the persons
      who at the time shall be such officers, respectively, or to whom any
      corporate trust matter is referred because of his knowledge of and
      familiarity with a particular subject.

            Restricted Definitive Certificates: Has the meaning specified in
      Section 3.01(e).

            Restricted Global Certificate: Has the meaning specified in Section
      3.01(c).

            Restricted Legend: Has the meaning specified in Section 3.02.

            Restricted Period: Has the meaning specified in Section 3.01(d).

            Rule 144A: Means Rule 144A under the Securities Act and any
      successor rule thereto.

            Scheduled Payment: With respect to any Equipment Note, means any
      payment of principal or interest on or in respect of such Equipment Note
      (other than any such payment which is not in fact received by the
      Subordination Agent within five days of the date on which such payment is
      scheduled to be made) due from the obligor thereon, which payment
      represents the installment of principal at the stated maturity of such
      installment of principal on such Equipment Note, the payment of regularly
      scheduled interest accrued on the unpaid principal amount of such
      Equipment Note, or both; provided that any payment of principal, premium,
      if any, interest or Break Amount, if any, resulting from the redemption or
      purchase of any Equipment Note shall not constitute a Scheduled Payment.

            SEC: Means the Securities and Exchange Commission, as from time to
      time constituted or created under the United States Securities Exchange
      Act of 1934, as amended, or, if at any time after the execution of this
      instrument such Commission is not existing and performing the duties now
      assigned to it under the Trust Indenture Act, then the body performing
      such duties on such date.

            Securities Act: Means the United States Securities Act of 1933, as
      amended from time to time, or any successor thereto.

            Shelf Registration Statement: Means the shelf registration statement
      which may be required to be filed by the Company with the SEC pursuant to
      any Registration Rights Agreement, other than an Exchange Offer
      Registration Statement.

            Six-Month LIBOR: Has the meaning specified in the Deposit Agreement
      and the Indentures.
   18
                                      -13-


            Special Distribution Date: Means each date on which a Special
      Payment is to be distributed as specified in this Agreement; provided,
      however, that, if any such day shall not be a Business Day, the related
      distribution shall be made on the next succeeding Business Day without
      additional interest.

            Special Redemption Premium: Means the premium or other amounts
      payable by the Company in respect of the Final Withdrawal pursuant to the
      Note Purchase Agreement.

            Special Payment: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note or Trust Indenture
      Estate (as defined in each Indenture) or Special Redemption Premium.

            Special Payments Account: Means the account or accounts created and
      maintained pursuant to Section 4.01(b).

            Subordination Agent: Has the meaning specified in the Intercreditor
      Agreement.

            Substitute Aircraft: Has the meaning specified in the Note Purchase
      Agreement.

            Tax: Means all license, recording, documentary, registration and
      other similar fees and all taxes, levies, imposts, duties, charges,
      assessments or withholdings of any nature whatsoever imposed by any Taxing
      Authority, together with any penalties, additions to tax, fines or
      interest thereon or additions thereto.

            Taxing Authority: Means any federal, state or local government or
      other taxing authority in the United States, any foreign government or any
      political subdivision or taxing authority thereof, any international
      taxing authority or any territory or possession of the United States or
      any taxing authority thereof.

            Transfer Date: Has the meaning specified in Section 11.01.

            Triggering Event: Has the meaning assigned to such term in the
      Intercreditor Agreement.

            Trust: Means the trust created by this Agreement, the estate of
      which consists of the Trust Property.

            Trust Indenture Act: Means the United States Trust Indenture Act of
      1939, as amended from time to time, or any successor thereto.

            Trust Property: Means (i) the Equipment Notes held as the property
      of the Trust and, subject to the Intercreditor Agreement, all monies at
      any time paid thereon and all monies due and to become due thereunder,
      (ii) funds from time to time deposited in the Certificate Account and the
      Special Payments Account and, subject to the Intercreditor Agreement, any
      proceeds from the sale by the Trustee pursuant to Article VI hereof of any
      Equipment Note and (iii) all rights of the Trust and the Trustee, on
      behalf of the Trust, under the Intercreditor Agreement, the Escrow
      Agreement and the Note Purchase
   19
                                      -14-


      Agreement, including, without limitation, all rights to receive certain
      payments thereunder, and all monies paid to the Trustee on behalf of the
      Trust pursuant to the Intercreditor Agreement, provided, that rights with
      respect to the Deposits or under the Escrow Agreement, except for the
      right to direct withdrawals for the purchase of Equipment Notes to be held
      herein, will not constitute Trust Property.

            Trustee: Means Wilmington Trust Company, or its successor in
      interest, and any successor or other trustee appointed as provided herein.

            Trustee's Lien: Has the meaning specified in Section 7.17.

            Unindemnified Tax: Means (i) any Tax imposed on the net income, net
      worth or capital, or any franchise Tax or similar doing business Tax, of
      the Pass Through Trustee (other than any such Tax imposed as a result of
      the Company's assumption of the Equipment Notes pursuant to the purchase
      of an aircraft on an EBO Date or a Material Adverse Tax Event), (ii) any
      withholding Tax imposed by the United States (including, without
      limitation, any withholding Tax imposed by the United States which is
      imposed or increased as a result of the Pass Through Trustee failing to
      deliver to the Company any certificate or document necessary to establish
      that payments under this Agreement are exempt from withholding Tax), and
      (iii) any Avoidable Tax.

            Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request,
no additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(e)) shall include:

            (1) a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions in this
      Agreement relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of each such individual, he has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such covenant or
      condition has been complied with; and
   20
                                      -15-



            (4) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

            Section 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters and any such Person may certify or give an opinion as to
such matters in one or several documents.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement or, in respect of the Certificates, this
Agreement, they may, but need not, be consolidated and form one instrument.

            Section 1.04. Directions of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement to be given or taken by Certificateholders (a "Direction") may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent or proxy duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required pursuant to this
Agreement, to the Company or any Loan Trustee. Proof of execution of any such
instrument or of a writing appointing any such agent or proxy shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee, the Company and any Loan Trustee, if made in the manner provided in
this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.

            (c) In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
Direction under this Agreement, Certificates owned by the Company or any
Affiliate thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination. In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates Outstanding,
such Certificates shall not be so disregarded, and (ii) if any amount of
Certificates so owned by any such Person have been pledged in good faith,
   21
                                      -16-


such Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company or any Affiliate thereof.

            (d) For all purposes of this Agreement, all Initial Certificates and
all Exchange Certificates shall vote and take all other actions of
Certificateholders together as one series of Certificates.

            (e) The Company may at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than 30
days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed, such Direction may be given before or
after such record date, but only the Certificateholders of record at the close
of business on such record date shall be deemed to be Certificateholders for the
purposes of determining whether Certificateholders of the requisite proportion
of Outstanding Certificates have authorized or agreed or consented to such
Direction, and for that purpose the Outstanding Certificates shall be computed
as of such record date; provided that no such Direction by the
Certificateholders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Agreement not later than one
year after such record date.

            (f) Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

            (g) Except as otherwise provided in Section 1.04(c), Certificates
owned by or pledged to any Person shall have an equal and proportionate benefit
under the provisions of this Agreement, without preference, priority, or
distinction as among all of the Certificates.


                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                         ACQUISITION OF EQUIPMENT NOTES

            Section 2.01. Issuance of Certificates; Acquisition of Equipment
Notes. (a) The Trustee is hereby directed (i) to execute and deliver the
Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement
and the Note Purchase Agreement on or prior to the Issuance Date, each in the
form delivered to the Trustee by the Company and (ii) subject to the respective
terms thereof, to perform its obligations thereunder. Upon request of the
Company and the satisfaction or waiver of the closing conditions specified in
the Certificate Purchase Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Certificates in authorized denominations equaling
in the aggregate the amount set forth, with respect to the Trust, in Schedule II
to the Certificate Purchase Agreement evidencing the entire ownership interest
in the Trust, which amount equals the maximum aggregate principal amount of
Equipment Notes which may be purchased by the Trustee pursuant to the Note
Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and
3.10 hereof, the Trustee
   22
                                      -17-


shall not execute, authenticate or deliver Certificates in excess of the
aggregate amount specified in this paragraph.

            (b) On or after the Issuance Date, the Company may deliver from time
to time to the Trustee a Delivery Notice relating to one or more Equipment
Notes. After receipt of a Delivery Notice and in any case no later than one
Business Day prior to a Delivery Date as to which such Delivery Notice relates
(the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable
Delivery Date, on the Issuance Date), the Trustee shall (as and when specified
in the Delivery Notice) instruct the Escrow Agent to provide a Notice of
Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or
more Deposits on the Applicable Delivery Date in accordance with and to the
extent permitted by the terms of the Escrow Agreement and the Deposit Agreement
and (B) the payment of all, or a portion, of such Deposit or Deposits in an
amount equal in the aggregate to the purchase price of such Equipment Notes to
or on behalf of the Owner Trustee or the Company, as the case may be, issuing
such Equipment Notes, all as shall be described in the Delivery Notice; provided
that, if the Issuance Date is an Applicable Delivery Date, such purchase price
shall be paid from a portion of the proceeds of the sale of the Certificates.
The Trustee shall (as and when specified in such Delivery Notice), subject to
the conditions set forth in Section 2 of the Note Purchase Agreement, enter into
and perform its obligations under the Participation Agreement specified in such
Delivery Notice (the "Applicable Participation Agreement") and cause such
certificates, documents and legal opinions relating to the Trustee to be duly
delivered as required by the Applicable Participation Agreement. If at any time
prior to the Applicable Delivery Date, the Trustee receives a notice of
postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement,
then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a
notice of cancellation of such Notice of Purchase Withdrawal relating to such
Deposit or Deposits on such Applicable Delivery Date. Upon satisfaction of the
conditions specified in the Note Purchase Agreement and the Applicable
Participation Agreement, the Trustee shall purchase the applicable Equipment
Notes with the proceeds of the withdrawals of one or more Deposits made on the
Applicable Delivery Date in accordance with the terms of the Deposit Agreement
and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery
Date with respect to such Applicable Participation Agreement, from a portion of
the proceeds of the sale of the Certificates). The purchase price of such
Equipment Notes shall equal the principal amount of such Equipment Notes.
Amounts withdrawn from such Deposit or Deposits in excess of the purchase price
of the Equipment Notes or to the extent not applied on the Applicable Delivery
Date to the purchase price of the Equipment Notes, shall be re-deposited by the
Trustee with the Depositary on the Applicable Delivery Date in accordance with
the terms of the Deposit Agreement.

            Section 2.02. Withdrawal of Deposits. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-Off Date, (i) (A) the
Trustee shall give the Escrow Agent notice that the Trustee's obligation to
purchase Equipment Notes under the Note Purchase Agreement has terminated and
instruct the Escrow Agent to provide a notice of Final Withdrawal to the
Depositary substantially in the form of Exhibit B to the Deposit Agreement (the
"Final Withdrawal Notice") and (B) the Trustee will make a demand upon the
Company under the Note Purchase Agreement for an amount equal to the Special
Redemption Premium, if applicable, such payment to be made on the Final
Withdrawal Date.
   23
                                      -18-



            Section 2.03. Acceptance by Trustee. The Trustee, upon the execution
and delivery of this Agreement, acknowledges its acceptance of all right, title
and interest in and to the Trust Property and declares that the Trustee holds
and will hold such right, title and interest for the benefit of all then present
and future Certificateholders, upon the trusts herein set forth. Subject to
Section 7.14, the Trustee shall take all actions reasonably necessary to effect
the registration of all such Equipment Notes in the name of the Subordination
Agent. By its payment for and acceptance of each Certificate issued to it under
this Agreement, each initial Certificateholder as grantor of the Trust thereby
joins in the creation and declaration of the Trust.

            Section 2.04. Limitation of Powers. The Trust is constituted solely
for the purpose of making the investment in the Equipment Notes, and, except as
set forth herein, the Trustee shall not be authorized or empowered to acquire
any other investments or engage in any other activities including without
limitation purchasing any Equipment Note issued in connection with the
redemption of outstanding Equipment Notes under any Indenture and, in
particular, the Trustee shall not be authorized or empowered to do anything that
would cause such Trust to fail to qualify as a "grantor trust" for federal
income tax purposes (including as subject to this restriction, acquiring any
Aircraft (as defined in the respective Indentures) by bidding such Equipment
Notes or otherwise, or taking any action with respect to any such Aircraft once
acquired).


                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.01. Title, Form, Denomination and Execution of
Certificates. (a) The Initial Certificates shall be known as the "Initial Pass
Through Certificates, Series 2001-1D-O" and the Exchange Certificates shall be
known as the "Exchange Pass Through Certificates, Series 2001-1D-O", in each
case, of the Trust. Each Certificate will represent a fractional undivided
interest in the Trust and shall be substantially in the form set forth as
Exhibit A hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or officer's execution of the Certificates (provided that such
letters, numbers or other marks of identification and such legends or
endorsements are in a form acceptable to the Company). At the Escrow Agent's
request under the Escrow Agreement, the Trustee shall affix the corresponding
Escrow Receipt to each Certificate. In any event, any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
Certificate shall be permitted unless the Corresponding Escrow Receipt is
attached thereto and also is so transferred or exchanged. By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.

            (b) The Initial Certificates shall be issued only in fully
registered form without coupons and only in denominations of $100,000 or
integral multiples of $1,000 in excess
   24
                                      -19-


thereof, except that one Certificate may be issued in a different denomination.
The Exchange Certificates will be issued in denominations of $1,000 or integral
multiples thereof, except that one Certificate may be issued in a different
denomination. Each Certificate shall be dated the date of its authentication.
The aggregate Fractional Undivided Interest of Certificates shall not at any
time exceed $45,000,000.

            (c) The Initial Certificates offered and sold in reliance on Rule
144A shall be issued in the form of one or more Global Certificates
substantially in the form of Exhibit A hereto with such applicable legends as
are provided for in Section 3.02 (each a "Restricted Global Certificate") duly
executed and authenticated by the Trustee as hereinafter provided. Such
Restricted Global Certificates shall be in registered form and be registered in
the name of a nominee of DTC and deposited with the Trustee, at its Corporate
Trust Office, as custodian for DTC. The aggregate principal amount of any
Restricted Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Restricted Global Certificate, as provided in Section 3.06 hereof, which
adjustments shall be conclusive as to the aggregate principal amount of any such
Global Certificate.

            (d) The Initial Certificates offered and sold outside the United
States in reliance on Regulation S shall be issued in the form of one or more
global Certificates substantially in the form of Exhibit A hereto (each a
"Regulation S Global Certificate") duly executed and authenticated by the
Trustee as hereinafter provided. Such Regulation S Global Certificates shall be
in registered form and be registered in the name of a nominee of DTC and
deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC,
for credit initially and during the Restricted Period (hereinafter defined) to
the respective accounts of beneficial owners of such Certificates (or to such
other accounts as they may direct) at Morgan Guaranty Trust Company of New York,
Brussels office, as operator of Euroclear or Clearstream. As used herein, the
term "Restricted Period", with respect to the Regulation S Global Certificates
offered and sold in reliance on Regulation S, means the period of 40 consecutive
days beginning on and including the later of (i) the day on which the
Certificates are first offered to persons other than distributors (as defined in
Regulation S) in reliance on Regulation S and (ii) the date of the closing of
the offering under the Certificate Purchase Agreement. The aggregate principal
amount of any Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
DTC for such Global Certificate, as provided in Section 3.06 hereof, which
adjustments shall be conclusive as to the aggregate principal amount of any such
Global Certificate. The Restricted Global Certificate and Regulation S Global
Certificate are sometimes collectively referred to herein as the "Global
Certificates".

            (e) Initial Certificates offered and sold to any Institutional
Accredited Investor which is not a QIB in a transaction exempt from registration
under the Securities Act (and other than as described in Section 3.01(d)) shall
be issued substantially in the form of Exhibit A hereto in definitive, fully
registered form without interest coupons with such applicable legends as are
provided for in Section 3.02 (the "Restricted Definitive Certificates") duly
executed and authenticated by the Trustee as hereinafter provided. Certificates
issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S
Global Certificate shall be issued in definitive, fully registered form without
interest coupons (the "Regulation S Definitive
   25
                                      -20-


Certificates"). The Restricted Definitive Certificates and the Regulation S
Definitive Certificates are sometimes collectively referred to herein as the
"Definitive Certificates".

            (f) The Exchange Certificates shall be issued in the form of one or
more global Certificates substantially in the form of Exhibit A hereto (each, a
"Global Exchange Certificate"), except that (i) the Restricted Legend
(hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall
contain such appropriate insertions, omissions, substitutions and other
variations from the form set forth in Exhibit A hereto relating to the nature of
the Exchange Certificates as the Responsible Officer of the Trustee executing
such Exchange Certificates on behalf of the Trust may determine, as evidenced by
such officer's execution on behalf of the Trust of such Exchange Certificates.
Such Global Exchange Certificates shall be in registered form and be registered
in the name of DTC and deposited with the Trustee, at its Corporate Trust
Office, as custodian for DTC. The aggregate principal amount of any Global
Exchange Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Global Exchange Certificate, which adjustments shall be conclusive as to the
aggregate principal amount of any such Global Exchange Certificate. Subject to
clause (i) and (ii) of the first sentence of this Section 3.01(f), the terms
hereof applicable to Restricted Global Certificates and/or Global Certificates
shall apply to the Global Exchange Certificates, mutatis mutandis.

            (g) The Definitive Certificates shall be in registered form and
shall be typed, printed, lithographed or engraved or produced by any combination
of these methods or may be produced in any other manner, all as determined by
the officers executing such Certificates, as evidenced by their execution of
such Certificates.

            Section 3.02. Restrictive Legends. All Initial Certificates issued
pursuant to this Agreement for resale pursuant to Rule 144A or offered and sold
to any Institutional Accredited Investor which is not a QIB (including any
Global Certificate issued upon registration of transfer, in exchange for or in
lieu of such Certificates) shall be "Restricted Certificates" and shall bear a
legend to the following effect (the "Restricted Legend") unless the Company and
the Trustee determine otherwise consistent with applicable law:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY
            NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
            ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE
            FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
            REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
            DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN
            INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
            (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
            "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON
            AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN
            COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES
            THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL
            ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
            CERTIFICATE
   26
                                      -21-


            WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY
            AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS
            CERTIFICATE EXCEPT (A) TO AMERICA WEST AIRLINES, INC., (B) TO A
            QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
            SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
            TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
            (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
            UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN
            EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3)
            AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS
            CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE
            IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
            IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS
            AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE
            LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST
            AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS,
            THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
            HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
            CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
            TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
            GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS
            THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE
            TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
            OF THE FOREGOING RESTRICTIONS.

            Each Global Certificate shall bear the following legend on the face
thereof:

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
            OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
            THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
            PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE
            IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
            REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
            HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
            BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
            OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
            WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
            INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
            IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
            THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
            THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN
            ACCORDANCE WITH THE RESTRICTIONS SET FORTH
   27
                                      -22-


            IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT
            REFERRED TO HEREIN.

            Section 3.03. Authentication of Certificates. (a) On the Issuance
Date, the Trustee shall duly execute, authenticate and deliver Certificates in
authorized denominations equaling in the aggregate the amount set forth, with
respect to the Trust, in Schedule II to the Certificate Purchase Agreement,
evidencing the entire ownership of the Trust, which amount equals the maximum
aggregate principal amount of Equipment Notes which may be purchased by the
Trustee pursuant to the Note Purchase Agreement.

            (b) No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Trustee by the manual signature of one of
its authorized signatories, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

            (c) Certificates bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Trustee shall be valid and binding obligations of the
Trust notwithstanding that such individual has ceased to be so authorized prior
to the authentication and delivery of such Certificates or did not hold such
office on the date of such Certificates.

            Section 3.04. Transfer and Exchange. The Trustee shall cause to be
kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") of the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of such Certificates and of transfers and
exchanges of such Certificates as herein provided. The Trustee shall initially
be the registrar (the "Registrar") for the purpose of registering such
Certificates and transfers and exchanges of such Certificates as herein
provided. The Company, upon notice to the Trustee, may change the Registrar at
any time.

            All Certificates issued upon any registration of transfer or
exchange of Certificates shall be valid obligations of the Trust, evidencing the
same interest therein, and entitled to the same benefits under this Trust
Agreement, as the Certificates surrendered upon such registration of transfer or
exchange.

            A Certificateholder may transfer a Certificate, or request that a
Certificate be exchanged for Certificates in an aggregate Fractional Undivided
Interest equal to the Fractional Undivided Interest of such Certificate
surrendered for exchange of other authorized denominations, by surrender of such
Certificate to the Trustee with the form of transfer notice thereon duly
completed and executed, and otherwise complying with the terms of this
Agreement, including providing evidence of compliance with any restrictions on
transfer, in form satisfactory to the Trustee and the Registrar; provided that
no exchanges of Initial Certificates for Exchange Certificates shall occur until
an Exchange Offer Registration Statement shall have been declared effective by
the SEC (notice of which shall be provided to the Trustee by the Company). No
such transfer shall be effected until, and such transferee shall succeed to
   28
                                      -23-


the rights of a Certificateholder only upon, final acceptance and registration
of the transfer by the Registrar in the Register. Prior to the registration of
any transfer by a Certificateholder as provided herein, the Trustee shall treat
the person in whose name the Certificate is registered as the owner thereof for
all purposes, and the Trustee shall not be affected by notice to the contrary.
Furthermore, DTC shall, by acceptance of a Global Certificate, agree that
transfers of beneficial interests in such Global Certificate may be effected
only through a book-entry system maintained by DTC (or its agent) and that
ownership of a beneficial interest in the Certificate shall be required to be
reflected in a book-entry. When Certificates are presented to the Registrar with
a request to register the transfer thereof or to exchange them for other
authorized denominations of a Certificate in a Fractional Undivided Interest
equal to the aggregate Fractional Undivided Interest of Certificates surrendered
for exchange, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met.

            To permit registrations of transfers and exchanges in accordance
with the terms, conditions and restrictions hereof, the Trustee shall execute
and authenticate Certificates at the Registrar's request. No service charge
shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates. All Certificates
surrendered for registration of transfer or exchange shall be canceled and
subsequently destroyed by the Trustee.

            Section 3.05. Book-Entry Provisions for Restricted Global
Certificates and Regulation S Global Certificates. (a) Members of, or
participants in, DTC ("Agent Members") shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the
Trustee as its custodian, and DTC may be treated by the Trustee and any agent of
the Trustee as the absolute owner of such Global Certificate for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trustee or any agent of the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or shall impair, as
between DTC and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Certificate. Upon the
issuance of any Global Certificate, the Registrar or its duly appointed agent
shall record DTC as the registered holder of such Global Certificate.

            (b) Transfers of any Global Certificate shall be limited to
transfers of such Restricted Global Certificate or Regulation S Global
Certificate in whole, but not in part, to DTC. Beneficial interests in the
Restricted Global Certificate and any Regulation S Global Certificate may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 3.06. Beneficial interests in a Restricted Global
Certificate or a Regulation S Global Certificate shall be delivered to all
beneficial owners thereof in the form of Restricted Definitive Certificates or
Regulation S Definitive Certificates, as the case may be, if (i) DTC notifies
the Trustee that it is unwilling or unable to continue as depositary for such
Restricted Global Certificate or Regulation S Global Certificate, as the case
may be, and a successor depositary is not appointed by the Trustee within 90
days of such notice, and (ii) after the occurrence and during the continuance of
an Event of Default, owners of beneficial interests in a Global Certificate with
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust advise the Trustee, the Company and DTC through Agent Members in
   29
                                      -24-


writing that the continuation of a book-entry system through DTC or its
successor is no longer in their best interests.

            (c) Any beneficial interest in one of the Global Certificates that
is transferred to a Person who takes delivery in the form of an interest in
another Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in the other Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.

            (d) In connection with the transfer of an entire Restricted Global
Certificate or an entire Regulation S Global Certificate to the beneficial
owners thereof pursuant to paragraph (b) of this Section 3.05, such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, shall
be deemed to be surrendered to the Trustee for cancellation, and the Trustee
shall execute, authenticate and deliver, to each beneficial owner identified by
DTC in exchange for its beneficial interest in such Restricted Global
Certificate or Regulation S Global Certificate, as the case may be, an equal
aggregate principal amount of Restricted Definitive Certificates or Regulation S
Definitive Certificates, as the case may be, of authorized denominations. None
of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such registration instructions. Upon the
issuance of Definitive Certificates, the Trustee shall recognize the Person in
whose name the Definitive Certificates are registered in the Register as
Certificateholders hereunder. Neither the Company nor the Trustee shall be
liable if the Trustee or the Company is unable to locate a qualified successor
clearing agency.

            (e) Any Definitive Certificate delivered in exchange for an interest
in the Restricted Global Certificate pursuant to paragraph (b) of this Section
3.05 shall, except as otherwise provided by paragraph (e) of Section 3.06, bear
the Restricted Legend.

            (f) Prior to the expiration of the Restricted Period, any Regulation
S Definitive Certificate delivered in exchange for an interest in a Regulation S
Global Certificate pursuant to paragraph (b) of this Section shall bear the
Restricted Legend.

            (g) The registered holder of any Restricted Global Certificate or
Regulation S Global Certificate may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Agreement or the Certificates.

            Section 3.06. Special Transfer Provisions. Unless and until (i) an
Initial Certificate is sold under an effective Shelf Registration Statement, or
(ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to
an effective Exchange Offer Registration Statement, in each case pursuant to the
terms of the Registration Rights Agreement, the following provisions shall apply
to such Initial Certificates:

            (a) Transfers to Non-QIB Institutional Accredited Investors. The
      following provisions shall apply with respect to the registration of any
      proposed transfer of a
   30
                                      -25-


      Certificate to any Institutional Accredited Investor which is neither a
      QIB nor a Non-U.S. Person:

                        (i) The Registrar shall register the transfer of any
            Certificate, whether or not bearing the Restricted Legend, only if
            (x) the requested transfer is at least two years after the later of
            the original issue date of the Certificates and the last date on
            which such Certificate was held by the Company, the Trustee or any
            affiliate of any of such Persons or (y) the proposed transferor is
            an Initial Purchaser who is transferring Certificates purchased
            under the Certificates Purchase Agreement and the proposed
            transferee has delivered to the Registrar a letter substantially in
            the form of Exhibit C hereto and the aggregate principal amount of
            the Certificates being transferred is at least $100,000. Except as
            provided in the foregoing clause (y), the Registrar shall not
            register the transfer of any Certificate to any Institutional
            Accredited Investor which is neither a QIB nor a Non-U.S. Person.

                        (ii) If the proposed transferor is an Agent Member
            holding a beneficial interest in a Restricted Global Certificate,
            upon receipt by the Registrar of (x) the documents, if any, required
            by paragraph (i) and (y) instructions given in accordance with DTC's
            and the Registrar's procedures, the Registrar shall reflect on its
            books and records the date of the transfer and a decrease in the
            principal amount of such Restricted Global Certificate in an amount
            equal to the principal amount of the beneficial interest in such
            Restricted Global Certificate to be transferred, and the Trustee
            shall execute, authenticate and deliver to the transferor or at its
            direction, one or more Restricted Definitive Certificates of like
            tenor and amount.

            (b) Transfers to QIBs. The following provisions shall apply with
      respect to the registration of any proposed transfer of an Initial
      Certificate to a QIB (excluding Non-U.S. Persons):

                        (i) If the Certificate to be transferred consists of
            Restricted Definitive Certificates, or of an interest in any
            Regulation S Global Certificate during the Restricted Period, the
            Registrar shall register the transfer if such transfer is being made
            by a proposed transferor who has checked the box provided for on the
            form of Initial Certificate stating, or has otherwise advised the
            Trustee and the Registrar in writing, that the sale has been made in
            compliance with the provisions of Rule 144A to a transferee who has
            signed the certification provided for on the form of Initial
            Certificate stating, or has otherwise advised the Trustee and the
            Registrar in writing, that it is purchasing the Initial Certificate
            for its own account or an account with respect to which it exercises
            sole investment discretion and that it, or the Person on whose
            behalf it is acting with respect to any such account, is a QIB
            within the meaning of Rule 144A, and is aware that the sale to it is
            being made in reliance on Rule 144A and acknowledges that it has
            received such information regarding the Trust and/or the Company as
            it has requested pursuant to Rule 144A or has determined not to
            request such information and that it is aware that the transferor is
            relying upon its foregoing representations in order to claim the
            exemption from registration provided by Rule 144A.
   31
                                      -26-



                        (ii) Upon receipt by the Registrar of the documents
            required by clause (i) above and instructions given in accordance
            with DTC's and the Registrar's procedures therefor, the Registrar
            shall reflect on its books and records the date of such transfer and
            an increase in the principal amount of a Restricted Global
            Certificate in an amount equal to the principal amount of the
            Restricted Definitive Certificates or interests in such Regulation S
            Global Certificate, as the case may be, being transferred, and the
            Trustee shall cancel such Definitive Certificates or decrease the
            amount of such Regulation S Global Certificate so transferred.

            (c) Transfers of Interests in the Regulation S Global Certificate or
      Regulation S Definitive Certificates. After the expiration of the
      Restricted Period, the Registrar shall register any transfer of interests
      in any Regulation S Global Certificate or Regulation S Definitive
      Certificates without requiring any additional certification. Until the
      expiration of the Restricted Period, interests in the Regulation S Global
      Certificate may only be held through Agent Members acting for and on
      behalf of Euroclear and Clearstream.

            (d) Transfers to Non-U.S. Persons at Any Time. The following
      provisions shall apply with respect to any registration of any transfer of
      an Initial Certificate to a Non-U.S. Person:

                        (i) Prior to the expiration of the Restricted Period,
            the Registrar shall register any proposed transfer of an Initial
            Certificate to a Non-U.S. Person upon receipt of a certificate
            substantially in the form set forth as Exhibit B hereto from the
            proposed transferor.

                        (ii) After the expiration of the Restricted Period, the
            Registrar shall register any proposed transfer to any Non-U.S.
            Person if the Certificate to be transferred is a Restricted
            Definitive Certificate or an interest in a Restricted Global
            Certificate, upon receipt of a certificate substantially in the form
            of Exhibit B from the proposed transferor. The Registrar shall
            promptly send a copy of such certificate to the Company.

                        (iii) Upon receipt by the Registrar of (x) the
            documents, if any, required by clause (ii) and (y) instructions in
            accordance with DTC's and the Registrar's procedures, the Registrar
            shall reflect on its books and records the date of such transfer and
            a decrease in the principal amount of such Restricted Global
            Certificate in an amount equal to the principal amount of the
            beneficial interest in such Restricted Global Certificate to be
            transferred, and, upon receipt by the Registrar of instructions
            given in accordance with DTC's and the Registrar's procedures, the
            Registrar shall reflect on its books and records the date and an
            increase in the principal amount of the Regulation S Global
            Certificate in an amount equal to the principal amount of the
            Restricted Definitive Certificate or the Restricted Global
            Certificate, as the case may be, to be transferred, and the Trustee
            shall cancel the Definitive Certificate, if any, so transferred or
            decrease the amount of such Restricted Global Certificate.
   32
                                      -27-



            (e) Restricted Legend. Upon the transfer, exchange or replacement of
      Certificates not bearing the Restricted Legend, the Registrar shall
      deliver Certificates that do not bear the Restricted Legend. Upon the
      transfer, exchange or replacement of Certificates bearing the Restricted
      Legend, the Registrar shall deliver only Certificates that bear the
      Restricted Legend unless either (i) the circumstances contemplated by
      paragraph (d)(ii) of this Section 3.06 exist or (ii) there is delivered to
      the Registrar an Opinion of Counsel to the effect that neither such legend
      nor the related restrictions on transfer are required in order to maintain
      compliance with the provisions of the Securities Act.

            (f) General. By acceptance of any Certificate bearing the Restricted
      Legend, each Holder of such a Certificate acknowledges the restrictions on
      transfer of such Certificate set forth in this Agreement and agrees that
      it will transfer such Certificate only as provided in this Agreement. The
      Registrar shall not register a transfer of any Certificate unless such
      transfer complies with the restrictions on transfer, if any, of such
      Certificate set forth in this Agreement. In connection with any transfer
      of Certificates, each Certificateholder agrees by its acceptance of the
      Certificates to furnish the Registrar or the Trustee such certifications,
      legal opinions or other information as either of them may reasonably
      require to confirm that such transfer is being made pursuant to an
      exemption from, or a transaction not subject to, the registration
      requirements of the Securities Act and in accordance with the terms and
      provisions of this Article III; provided that the Registrar shall not be
      required to determine the sufficiency of any such certifications, legal
      opinions or other information.

            Until such time as no Certificates remain Outstanding, the Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the
Registrar at such time, shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.

            Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Registrar or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Registrar and the Trustee such
security, indemnity or bond, as may be required by them to save each of them
harmless, then, in the absence of notice to the Registrar or the Trustee that
such destroyed, lost or stolen Certificate has been acquired by a protected
purchaser, and provided that the requirements of Section 8-405 of the Uniform
Commercial Code in effect in any applicable jurisdiction are met, the Trustee
shall execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest and bearing a number not contemporaneously outstanding.

            In connection with the issuance of any new Certificate under this
Section 3.07, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.
   33
                                      -28-



            Any duplicate Certificate issued pursuant to this Section 3.07 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

            Section 3.08. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Trustee, the Registrar and any
Paying Agent may treat the Person in whose name any Certificate is registered
(as of the day of determination) as the owner of such Certificate for the
purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

            Section 3.09. Cancellation. All Certificates surrendered for payment
or transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for cancellation
and shall promptly be canceled by it. No Certificates shall be authenticated in
lieu of or in exchange for any Certificates canceled as provided in this
Section, except as expressly permitted by this Agreement. All canceled
Certificates held by the Registrar shall be destroyed and a certification of
their destruction delivered to the Trustee.

            Section 3.10. Temporary Certificates. Until definitive Certificates
are ready for delivery, the Trustee shall authenticate temporary Certificates.
Temporary Certificates shall be substantially in the form of definitive
Certificates but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the officers executing the temporary
Certificates, as evidenced by their execution of such temporary Certificates. If
temporary Certificates are issued, the Trustee will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
office or agency of the Trustee designated for such purpose pursuant to Section
7.12, without charge to the Certificateholder. Upon surrender for cancellation
of any one or more temporary Certificates, the Trustee shall execute,
authenticate and deliver in exchange therefor a like face amount of definitive
Certificates of authorized denominations. Until so exchanged, the temporary
Certificates shall be entitled to the same benefits under this Agreement as
definitive Certificates.

            Section 3.11. Limitation of Liability for Payments. All payments and
distributions made to Certificateholders in respect of the Certificates shall be
made only from the Trust Property and only to the extent that the Trustee shall
have sufficient income or proceeds from the Trust Property to make such payments
in accordance with the terms of Article IV of this Agreement. Each
Certificateholder, by its acceptance of a Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property for any payment or
distribution due to such Certificateholder pursuant to the terms of this
Agreement and that it will not have any recourse to the Company, the Trustee,
the Loan Trustees, the Liquidity Provider, the Owner
   34
                                      -29-


Trustees or the Owner Participants, except as otherwise expressly provided
herein or in the Intercreditor Agreement.

            The Company is a party to this Agreement solely for purposes of
meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder (except as otherwise expressly
provided herein).

            Section 3.12 ERISA Restrictive Legend. All Certificates issued
pursuant to this Agreement shall bear a legend to the following effect (the
"ERISA Legend") unless the Company and the Trustee determine otherwise
consistent with applicable law:

"BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE
AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR
MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS
THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."

            By acceptance of any Certificate bearing the ERISA Legend, each
Holder of such a Certificate acknowledges the restrictions on transfer of such
Certificate set forth in this Agreement and agrees that it will transfer such
Certificate only as provided in this Agreement. The Trustee shall not register a
transfer of any Certificate unless such transfer complies with the restrictions
on transfer, if any, of such Certificate set forth in such legend.


                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

            Section 4.01. Certificate Account and Special Payments Account. (a)
The Trustee shall establish and maintain on behalf of the Certificateholders a
Certificate Account as one or more non-interest-bearing accounts. The Trustee
shall hold the Certificate Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when a Scheduled Payment is made to the
Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof
shall immediately deposit the aggregate amount of such Scheduled Payment in the
Certificate Account.

            (b) The Trustee shall establish and maintain on behalf of the
Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest bearing except as provided in Section 4.04. The Trustee
shall hold the Special Payments Account in trust for the benefit of the
Certificateholders and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when one or more Special Payments are
made to the Trustee under the Intercreditor Agreement and upon the payment of
the Special Redemption Premium to the Trustee under the Note Purchase Agreement,
the Trustee, upon
   35
                                      -30-


receipt thereof, shall immediately deposit the aggregate amount of such Special
Payments in the Special Payments Account.

            (c) The Trustee shall cause the Subordination Agent to present to
the related Loan Trustee of each Equipment Note such Equipment Note on the date
of its stated final maturity or, in the case of any Equipment Note which is to
be redeemed in whole pursuant to the related Indenture, on the applicable
redemption date under such Indenture.

            Section 4.02. Distributions from Certificate Account and Special
Payments Account. (a) On each Regular Distribution Date or as soon thereafter as
the Trustee has confirmed receipt of the payment of all or any part of the
Scheduled Payments due on such date, the Trustee shall distribute out of the
Certificate Account the entire amount deposited therein pursuant to Section
4.01(a). There shall be so distributed to each Certificateholder of record on
the Record Date with respect to such Regular Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check mailed to
such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the
Certificate Account, except that, with respect to Certificates registered on the
Record Date in the name of DTC, such distribution shall be made by wire transfer
in immediately available funds to the account designated by DTC.

            (b) On each Special Distribution Date with respect to any Special
Payment or as soon thereafter as the Trustee has confirmed receipt of any
Special Payments due on the Equipment Notes held in the related Trust or
realized upon the sale of such Equipment Notes or receipt of the Special
Redemption Premium, the Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the Special
Payments Account on account of such Special Payment, except that, with respect
to Certificates registered on the Record Date in the name of DTC, such
distribution shall be made by wire transfer in immediately available funds to
the account designated by DTC.

            (c) The Trustee shall cause notice of each Special Payment to be
mailed to each Certificateholder at his address as it appears in the Register.
In the event of redemption or purchase of Equipment Notes held in the Trust,
such notice shall be mailed not less than 20 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase. In the event of the payment of a Special Redemption Premium by the
Company to the Trustee under the Note Purchase Agreement, such notice shall be
mailed, together with the notice by the Escrow Paying Agent under Section 2.06
of the Escrow Agreement, not less than 20 days prior to the Special Distribution
Date for such amount, which Special Distribution Date shall be the Final
Withdrawal Date. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Trustee has confirmed that it has
received funds for such Special Payment, stating the Special Distribution Date
for such Special Payment which shall occur not
   36
                                      -31-


less than 20 days after the date of such notice and as soon as practicable
thereafter. Notices mailed by the Trustee shall set forth:

            (i) the Special Distribution Date and the Record Date therefor
      (except as otherwise provided in Section 11.01),

            (ii) the amount of the Special Payment for each $1,000 face amount
      Certificate and the amount thereof constituting principal, premium, if
      any, interest and Break Amount, if any,

            (iii) the reason for the Special Payment, and

            (iv) if the Special Distribution Date is the same date as a Regular
      Distribution Date, the total amount to be received on such date for each
      $1,000 face amount Certificate.

If the amount of (i) premium, if any, or Break Amount, if any, payable upon the
redemption or purchase of an Equipment Note or (ii) the Special Redemption
Premium, if any, has not been calculated at the time that the Trustee mails
notice of a Special Payment, it shall be sufficient if the notice sets forth the
other amounts to be distributed and states that any premium or Break Amount
received will also be distributed.

            If any redemption of the Equipment Notes held in the Trust is
canceled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

            Section 4.03. Statements to Certificateholders. (a) On each
Distribution Date, the Trustee will include with each distribution to
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below (in the case of a
Special Payment, including any Special Redemption Premium, reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Certificate as to (ii),
(iii), (iv) and (v) below) the following information:

            (i) the aggregate amount of funds distributed on such Distribution
      Date hereunder and under the Escrow Agreement, indicating the amount
      allocable to each source;

            (ii) the amount of such distribution hereunder allocable to
      principal and the amount allocable to premium (including the Special
      Redemption Premium), if any;

            (iii) the amount of such distribution hereunder allocable to
      interest and Break Amount, if any;

            (iv) the amount of such distribution under the Escrow Agreement
      allocable to interest;

            (v) the amount of such distribution under the Escrow Agreement
      allocable to Deposits;
   37
                                      -32-



            (vi) the Pool Balance and the Pool Factor; and

            (vii) the Six-Month LIBOR rate and the resulting interest rates
      payable on the Certificates for the current and immediately preceding
      Interest Periods.

            With respect to the Certificates registered in the name of DTC, on
the Record Date prior to each Distribution Date, the Trustee will request that
DTC post on its internet bulletin board a securities position listing setting
forth the names of all Agent Members reflected on DTC's books as holding
interests in the Certificates on such Record Date.

            (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the Trustee
shall furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
above for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for such
portion of such year, and such other items as are readily available to the
Trustee and which a Certificateholder shall reasonably request as necessary for
the purpose of such Certificateholder's preparation of its federal income tax
returns. Such statement and such other items shall be prepared on the basis of
information supplied to the Trustee by the Agent Members and shall be delivered
by the Trustee to such Agent Members to be available for forwarding by such
Agent Members to the holders of interests in the Certificates in the manner
described in Section 4.03(a).

            (c) Promptly following (i) the Delivery Period Termination Date, if
there has been any change in the information set forth in clauses (x), (y) and
(z) below from that set forth in page 56 of the Offering Circular, and (ii) any
early redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Equipment Notes held in the Trust, or any
Final Withdrawal, the Trustee shall furnish to Certificateholders of record on
such date a statement setting forth (x) the expected Pool Balances for each
subsequent Regular Distribution Date following the Delivery Period Termination
Date, (y) the related Pool Factors for such Regular Distribution Dates and (z)
the expected principal distribution schedule of the Equipment Notes, in the
aggregate, held as Trust Property at the date of such notice. With respect to
the Certificates registered in the name of DTC, on the Delivery Period
Termination Date, the Trustee will request from DTC a securities position
listing setting forth the names of all Agent Members reflected on DTC's books as
holding interests in the Certificates on such date. The Trustee will mail to
each such Agent Member the statement described above and will make available
additional copies as requested by such Agent Member for forwarding to holders of
interests in the Certificates.

            Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested in Permitted Investments by the Trustee pending
distribution of such Special Payment pursuant to Section 4.02. Any investment
made pursuant to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be used to
make the payment required under Section 4.02 on the applicable Special
Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The Trustee shall have no liability with respect to any
   38
                                      -33-


investment made pursuant to this Section 4.04, other than by reason of the
willful misconduct or negligence of the Trustee. All income and earnings from
such investments shall be distributed on such Special Distribution Date as part
of such Special Payment.


                                    ARTICLE V

                                   THE COMPANY

            Section 5.01. Maintenance of Corporate Existence. The Company, at
its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, except as
permitted by Section 5.02.

            Section 5.02. Consolidation, Merger, etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

            (a) the corporation formed by such consolidation or into which the
      Company is merged or the Person that acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      be (i) organized and validly existing under the laws of the United States
      of America or any state thereof or the District of Columbia, (ii) a
      "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as
      amended, and (iii) a United States certificated air carrier, if and so
      long as such status is a condition of entitlement to the benefits of
      Section 1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C.
      Section 1110);

            (b) the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      execute and deliver to the Trustee a duly authorized, valid, binding and
      enforceable agreement in form and substance reasonably satisfactory to the
      Trustee containing an assumption by such successor corporation or Person
      of the due and punctual performance and observance of each covenant and
      condition of this Agreement, the Other Pass Through Trust Agreements and
      each Financing Document to be performed or observed by the Company; and

            (c) the Company shall have delivered to the Trustee an Officer's
      Certificate of the Company reasonably satisfactory to the Trustee, stating
      that such consolidation, merger, conveyance, transfer or lease and the
      assumption agreement mentioned in clause (b) above comply with this
      Section 5.02 and that all conditions precedent herein provided for
      relating to such transaction have been complied with.

            Upon any consolidation or merger, or any conveyance, transfer or
lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor corporation or Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Agreement with
the same effect as if such successor corporation or Person had been named as the
Company herein. No such conveyance, transfer or lease of substantially all of
the assets of the Company as
   39
                                      -34-


an entirety shall have the effect of releasing any successor corporation or
Person which shall have become such in the manner prescribed in this Section
5.02 from its liability in respect of this Agreement and any Financing Document
to which it is a party.

                                   ARTICLE VI

                                     DEFAULT

            Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the
occurrence and during the continuation of any Indenture Default under any
Indenture, with ten days' written notice to the Trustee and each
Certificateholder, the Trustee may, to the extent it is the Controlling Party at
such time (as determined pursuant to the Intercreditor Agreement), direct the
exercise of remedies as provided in the Intercreditor Agreement.

            (b) Purchase Rights of Certificateholders. (i) At any time within
      180 days after the occurrence and during the continuation of a Triggering
      Event, each Certificateholder shall have the right to purchase, for the
      purchase price set forth in the Class G Trust Agreement, all, but not less
      than all, of the Class G Certificates upon ten days' written notice to the
      Class G Trustee and each other Certificateholder, provided that (i) if
      prior to the end of such ten-day period any other Certificateholder
      notifies such purchasing Certificateholder that such other
      Certificateholder wants to participate in such purchase, then such other
      Certificateholder may join with the purchasing Certificateholder to
      purchase all, but not less than all, of the Class G Certificates pro rata
      based on the Fractional Undivided Interest in the Trust held by each such
      Certificateholder and (ii) if prior to the end of such ten-day period any
      other Certificateholder fails to notify the purchasing Certificateholder
      of such other Certificateholder's desire to participate in such a
      purchase, then such other Certificateholder shall lose its right to
      purchase the Class G Certificates pursuant to this Section 6.01(b); and

            (ii) At any time within 180 days after the occurrence and during the
      continuation of a Triggering Event, each Certificateholder shall have the
      right to purchase, for the purchase price set forth in the Class C Trust
      Agreement, all, but not less than all, of the Class C Certificates upon
      ten days' written notice to the Class C Trustee and each other
      Certificateholder, provided that (i) if prior to the end of such ten-day
      period any other Certificateholder notifies such purchasing
      Certificateholder that such other Certificateholder wants to participate
      in such purchase, then such other Certificateholder may join with the
      purchasing Certificateholder to purchase all, but not less than all, of
      the Class C Certificates pro rata based on the Fractional Undivided
      Interest in the Trust held by each such Certificateholder and (ii) if
      prior to the end of such ten-day period any other Certificateholder fails
      to notify the purchasing Certificateholder of such other
      Certificateholder's desire to participate in such a purchase, then such
      other Certificateholder shall lose its right to purchase the Class C
      Certificates pursuant to this Section 6.01(b).

            (iii) By acceptance of its Certificate, each Certificateholder
      agrees that at any time after 180 days have elapsed since the occurrence
      of a Triggering Event that is continuing, regardless of whether the
      Certificateholders exercise their right to purchase
   40
                                      -35-


      the Class G Certificates pursuant to clause (i) above, the Policy
      Provider, if it is then the Controlling Party, shall have the right
      (except in the event of a Policy Provider Default) to purchase all, but
      not less than all, of the Class G Certificates upon ten days' written
      notice to the Class G Trustee and the Class G Certificateholders.

            The purchase price with respect to the Certificates shall be equal
to the Pool Balance of the Certificates, together with accrued and unpaid
interest thereon to the date of such purchase, without premium, but including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of the
Escrow Agreement relating to the distribution of unused Deposits and accrued and
unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under the
Escrow Agreement (which deducted amounts shall remain distributable to, and may
be retained by, the Certificateholder as of such Record Date) and (ii) if such
purchase occurs after a Record Date, such purchase price shall be reduced by the
amount to be distributed hereunder on the related Distribution Date (which
deducted amounts shall remain distributable to, and may be retained by, the
Certificateholder as of such Record Date); provided, further, that no such
purchase of Certificates shall be effective unless the purchaser(s) shall
certify to the Trustee that contemporaneously with such purchase, such
purchaser(s) is purchasing, pursuant to the terms of this Agreement and the
Other Pass Through Trust Agreements, the Certificates and the Class G
Certificates and the Class C Certificates which are senior to the securities
held by such purchaser(s). Each payment of the purchase price of the
Certificates referred to in the first sentence hereof shall be made to an
account or accounts designated by the Trustee and each such purchase shall be
subject to the terms of this Section 6.01(b). The Certificates will be deemed to
be purchased on the date payment of the purchase price is made notwithstanding
the failure of the Certificateholders to deliver any Certificates (whether in
the form of Definitive Certificates or beneficial interests in Global
Certificates) and, upon such a purchase, (i) the only rights of the
Certificateholders will be to deliver the Certificates to the purchaser(s) and
receive the purchase price for such Certificates and (ii) if the purchaser(s)
shall so request, such Certificateholder will comply with all the provisions of
Section 3.04 hereof to enable new Certificates to be issued to the purchaser in
such denominations as it shall request. All charges and expenses in connection
with the issuance of any such new Certificates shall be borne by the purchaser
thereof.

            Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of
all or any part of the Equipment Notes made either under the power of sale given
under this Agreement or otherwise for the enforcement of this Agreement, the
following shall be applicable:

            (1) Certificateholders and Trustee May Purchase Equipment Notes. Any
      Certificateholder, the Trustee in its individual or any other capacity or
      any other Person may bid for and purchase any of the Equipment Notes, and
      upon compliance with the terms of sale, may hold, retain, possess and
      dispose of such Equipment Notes in their own absolute right without
      further accountability.

            (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the
      Trustee making such sale shall be a sufficient discharge to any purchaser
      for his purchase money, and, after paying such purchase money and
      receiving such receipt, such purchaser or its
   41
                                      -36-


      personal representative or assigns shall not be obliged to see to the
      application of such purchase money, or be in any way answerable for
      any loss, misapplication or non-application thereof.

            (3) Application of Moneys Received upon Sale. Any moneys collected
      by the Trustee upon any sale made either under the power of sale given by
      this Agreement or otherwise for the enforcement of this Agreement shall be
      applied as provided in Section 4.02.

            Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee
May Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, interest or Break Amount, if any, on any Equipment Note, or if
there shall be any failure to pay Rent (as defined in the relevant Lease) under
any Lease when due and payable, then the Trustee, in its own name and as trustee
of an express trust, as holder of such Equipment Notes, to the extent permitted
by and in accordance with the terms of the Intercreditor Agreement and the
Financing Documents (subject to the rights of the applicable Owner Trustee or
Owner Participant to cure any such failure to pay principal of, premium, if any,
interest or Break Amount, if any, on any Equipment Note or to pay Rent under any
Lease in accordance with the applicable Indenture), shall be entitled and
empowered to institute any suits, actions or proceedings at law, in equity or
otherwise, for the collection of the sums so due and unpaid on such Equipment
Notes or under such Lease and may prosecute any such claim or proceeding to
judgment or final decree with respect to the whole amount of any such sums so
due and unpaid.

            Section 6.04 Control by Certificateholders. Subject to Section 6.03
and the Intercreditor Agreement, the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee with
respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or
exercising any trust or power conferred on the Trustee under this Agreement or
the Intercreditor Agreement, including any right of the Trustee as Controlling
Party under the Intercreditor Agreement or as holder of the Equipment Notes,
provided that:

            (1) such Direction shall not be in conflict with any rule of law or
      with this Agreement and would not involve the Trustee in personal
      liability or expense,

            (2) the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to the Certificateholders not taking part in
      such Direction, and

            (3) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such Direction.

            Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor
Agreement, the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust (i) may on behalf of all of the Certificateholders waive any past Event of
Default hereunder and its consequences or (ii) if the Trustee is the Controlling
Party, may direct the Trustee to instruct the applicable Loan Trustee to waive
any past Indenture Default under any Indenture and its consequences, and thereby
annul any
   42
                                      -37-


Direction given by such Certificateholders or the Trustee to such Loan Trustee
with respect thereto, except a default:

            (1) in the deposit of any Scheduled Payment or Special Payment under
      Section 4.01 or in the distribution of any payment under Section 4.02 on
      the Certificates, or

            (2) in the payment of the principal of (premium, if any) or interest
      or Break Amount, if any, on the Equipment Notes, or

            (3) in respect of a covenant or provision hereof which under Article
      IX cannot be modified or amended without the consent of each
      Certificateholder holding an Outstanding Certificate affected thereby.

            Upon any such waiver, such default shall cease to exist with respect
to the Certificates and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose and any direction given by the Trustee on
behalf of the Certificateholders to the relevant Loan Trustee shall be annulled
with respect thereto; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Upon any
such waiver, the Trustee shall vote the Equipment Notes issued under the
relevant Indenture to waive the corresponding Indenture Default.

            Section 6.06. Right of Certificateholders to Receive Payments Not to
Be Impaired. Anything in this Agreement to the contrary notwithstanding,
including, without limitation, Section 6.07 hereof, but subject to the
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

            Section 6.07. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Agreement, for the appointment of a receiver or for the enforcement of any
other remedy under this Agreement, unless:

            (1) such Certificateholder previously shall have given written
      notice to the Trustee of a continuing Event of Default;

            (2) Certificateholders holding Certificates evidencing Fractional
      Undivided Interests aggregating not less than 25% of the Trust shall have
      requested the Trustee in writing to institute such action, suit or
      proceeding and shall have offered to the Trustee indemnity as provided in
      Section 7.03(e);

            (3) the Trustee shall have refused or neglected to institute such an
      action, suit or proceeding for 60 days after receipt of such notice,
      request and offer of indemnity; and

            (4) no direction inconsistent with such written request shall have
      been given to the Trustee during such 60-day period by Certificateholders
      holding Certificates
   43
                                      -38-


      evidencing Fractional Undivided Interests aggregating not less than a
      majority in interest in the Trust.

            It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatsoever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Indenture on any
property subject thereto, or the rights of the Certificateholders or the holders
of the Equipment Notes, (ii) obtain or seek to obtain priority over or
preference with respect to any other such Certificateholder or (iii) enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Agreement.

            Section 6.08. Remedies Cumulative. Every remedy given hereunder to
the Trustee or to any of the Certificateholders shall not be exclusive of any
other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.


                                   ARTICLE VII

                                   THE TRUSTEE

            Section 7.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default, the Trustee undertakes to perform such
duties as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Trustee.

            (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of its
own affairs.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

            (1) this Subsection shall not be construed to limit the effect of
      Subsection (a) of this Section; and

            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer of the Trustee, unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts.

            (d) Whether or not herein expressly so provided, every provision of
this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.
   44
                                      -39-



            Section 7.02. Notice of Defaults. As promptly as practicable after,
and in any event within 90 days after, the occurrence of any default (as such
term is defined below) hereunder, the Trustee shall transmit by mail to the
Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the
Certificateholders in accordance with Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default on the payment of the principal, premium, if any, interest or Break
Amount, if any, on any Equipment Note held in the Trust, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Certificateholders. For the purpose of this
Section, the term "default" means any event that is, or after notice or lapse of
time or both would become, an Event of Default.

            Section 7.03. Certain Rights of Trustee. Subject to the provisions
of Section 315 of the Trust Indenture Act:

            (a) the Trustee may rely and shall be protected in acting or
      refraining from acting in reliance upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

            (b) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a written description of the subject matter
      thereof accompanied by an Officer's Certificate and an Opinion of Counsel
      as provided in Section 1.02 of this Agreement;

            (c) whenever in the administration of this Agreement the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon an Officer's Certificate of the Company,
      any Owner Trustee or any Loan Trustee;

            (d) the Trustee may consult with counsel and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

            (e) the Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Agreement at the Direction of any of
      the Certificateholders pursuant to this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security
      or indemnity against the cost, expenses and liabilities which might be
      incurred by it in compliance with such Direction;
   45
                                      -40-



            (f) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture or other paper or document;

            (g) the Trustee may execute any of the trusts or powers under this
      Agreement or perform any duties under this Agreement either directly or by
      or through agents or attorneys, and the Trustee shall not be responsible
      for any misconduct or negligence on the part of any agent or attorney
      appointed with due care by it under this Agreement;

            (h) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      Direction of the Certificateholders holding Certificates evidencing
      Fractional Undivided Interests aggregating not less than a majority in
      interest in the Trust relating to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement; and

            (i) the Trustee shall not be required to expend or risk its own
      funds in the performance of any of its duties under this Agreement, or in
      the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity
      against such risk is not reasonably assured to it.

            Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and warrants
that this Agreement has been, and the Intercreditor Agreement, the Registration
Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each
Certificate will be, executed, authenticated and delivered by one of its
officers who is duly authorized to execute, authenticate and deliver such
document on its behalf.

            Section 7.05. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent in their respective
individual or any other capacity may become the owner or pledgee of Certificates
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, if
applicable, may otherwise deal with the Company, the Owner Trustees or the Loan
Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

            Section 7.06. Money Held in Trust. Money held by the Trustee or the
Paying Agent in trust hereunder need not be segregated from other funds except
to the extent required herein or by law and neither the Trustee nor the Paying
Agent shall have any liability for interest upon any such moneys except as
provided for herein.

            Section 7.07. Compensation and Reimbursement. The Company agrees:
   46
                                      -41-

            (1) to pay, or cause to be paid, to the Trustee from time to time
      reasonable compensation for all services rendered by it hereunder as set
      forth in a written fee letter dated the date hereof between the Company
      and the Trustee, which letter is incorporated herein by reference (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse, or
      cause to be reimbursed, the Trustee upon its request for all reasonable
      out-of-pocket expenses, disbursements and advances incurred or made by the
      Trustee in accordance with any provision of this Agreement (including the
      reasonable compensation and the expenses and disbursements of its agents
      and counsel), except any such expense, disbursement or advance as may be
      attributable to its undertaking its normal administrative functions, or
      its negligence, willful misconduct or bad faith or as may be incurred due
      to the Trustee's breach of its representations and warranties set forth in
      Section 7.15; and

            (3) to indemnify, or cause to be indemnified, the Trustee for, and
      to hold it harmless against, any loss, liability, expense or Tax (other
      than for or with respect to any Unindemnified Tax) incurred without
      negligence, willful misconduct or bad faith, on its part, arising out of
      or in connection with the acceptance or administration of this Trust,
      including the costs and expenses of defending itself against any claim or
      liability in connection with the exercise or performance of any of its
      powers or duties hereunder, except for any such loss, liability or expense
      incurred by reason of the Trustee's breach of its covenants hereunder or
      under any Financing Document to which it is a party or its representations
      and warranties set forth in Section 7.15 or in any other Financing
      Document, the authorization or giving or withholding of any future
      amendments, supplements, waivers or consents with respect hereto or any of
      the Financing Documents, which amendments, supplements, waivers or
      consents are not required pursuant to the terms of the Financing Documents
      and not requested by the Company, any loss of tax benefits, any
      Unindemnified Tax, or increase in tax liability under any tax law whether
      or not the Company is required to indemnify thereof or pursuant to this
      Agreement or any costs associated with overhead or normal administration
      hereunder or any voluntary resignation pursuant to Section 7.09.

            With respect to paragraph (3) above, the Trustee shall notify the
Company promptly of any claim for which it may seek indemnity and the Company
shall make payment on any such claim within 30 days of written demand thereof
(delivered together with supporting documentation). The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel with the consent of the Company and the Company will pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made, in settlement or otherwise, without its consent.

            With respect to any Tax other than an Unindemnified Tax, the Trustee
shall be entitled to reimbursement from, and shall have a lien prior to the
Certificates upon, the Trust Property for any such Tax incurred without
negligence, bad faith or willful misconduct, on its part, arising out of or in
connection with the acceptance or administration of such Trust (other than any
Tax attributable to the Trustee's compensation for serving as such), including
any costs and expenses incurred in contesting the imposition of any such Tax. If
the Trustee reimburses
   47
                                      -42-


itself from the Trust Property of such Trust for any such Tax, it will mail a
brief report within 30 days setting forth the circumstances thereof to all
Certificateholders as their names and addresses appear in the Register.

            Section 7.08. Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee hereunder which shall be eligible to act as a trustee
under Section 310(a) of the Trust Indenture Act and shall have a combined
capital and surplus of at least $75,000,000 (or a combined capital and surplus
in excess of $5,000,000 and the obligations of which, whether now in existence
or hereafter incurred, are fully and unconditionally guaranteed by a corporation
organized and doing business under the laws of the United States, any state or
territory thereof or of the District of Columbia and having a combined capital
and surplus of at least $75,000,000). If such corporation publishes reports of
conditions at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 7.08, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published.

            In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee, the
Trustee shall resign immediately as Trustee in the manner and with the effect
specified in Section 7.09.

            Section 7.09 Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 7.10.

            (b) The Trustee may resign at any time as trustee by giving prior
written notice thereof to the Company, the Authorized Agents, the Owner Trustees
and the Loan Trustees. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Company, the Authorized Agents, the Owner
Trustees, the Loan Trustees and the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Trustee and to the Company, the Owner Trustees and the Loan
Trustees.

            (d) If at any time:

            (1) the Trustee shall fail to comply with Section 310 of the Trust
      Indenture Act, if applicable, after written request therefor by the
      Company or by any Certificateholder who has been a bona fide
      Certificateholder for at least six months; or

            (2) the Trustee shall cease to be eligible under Section 7.08 and
      shall fail to resign after written request therefor by the Company or by
      any such Certificateholder; or
   48
                                      -43-



            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation;

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

            (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax which has been or is likely to be asserted, the
Trustee shall promptly notify the Company and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Trustee
shall have received notice that the Company has agreed to pay such tax. The
Company shall promptly appoint a successor Trustee in a jurisdiction where there
are no Avoidable Taxes.

            (f) If the Trustee shall resign, be removed or become incapable of
acting or if a vacancy shall occur in the office of the Trustee for any cause,
the Company shall promptly appoint a successor Trustee. If, within one year
after such resignation, removal or incapability, or other occurrence of such
vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring
Trustee, and the Company approves such appointment, which approval shall not be
unreasonably withheld, then the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed as provided above. If no successor
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

            (g) The successor Trustee shall give notice of the resignation and
removal of the Trustee and appointment of the successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Certificateholders as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its
Corporate Trust Office.

            Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company,
the Authorized Agents, the Owner Trustees and the Loan Trustees and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all Trust Property held
by
   49
                                      -44-


such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 7.07. Upon request of any such successor Trustee, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.

            No institution shall accept its appointment as a Trustee hereunder
unless at the time of such acceptance such institution shall be qualified and
eligible under this Article VII.

            Section 7.11. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

            Section 7.12. Maintenance of Agencies. (a) There shall at all times
be maintained an office or agency in the location set forth in Section 12.03
where Certificates may be presented or surrendered for registration of transfer
or for exchange, and for payment thereof and where notices and demands to or
upon the Trustee in respect of such certificates or this Agreement may be
served; provided, however, that, if it shall be necessary that the Trustee
maintain an office or agency in another location (e.g., the Certificates shall
be represented by Definitive Certificates and shall be listed on a national
securities exchange), the Trustee will make all reasonable efforts to establish
such an office or agency. Written notice of the location of each such other
office or agency and of any change of location thereof shall be given by the
Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of
any Owner Trustee or Loan Trustee, at its address specified in the Financing
Documents or such other address as may be notified to the Trustee) and the
Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

            (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates. Each such Authorized Agent shall be
a bank or trust company, shall be a corporation organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $75,000,000, or, if the Trustee shall be acting as the
Registrar or Paying Agent hereunder, a corporation having a combined capital and
surplus in excess of $5,000,000, the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United States or
any state, with a combined capital and surplus of at least $75,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Trustee shall initially be
   50
                                      -45-


the Paying Agent and, as provided in Section 3.04, Registrar hereunder with
respect to the Certificates. Each Registrar shall furnish to the Trustee, at
stated intervals of not more than six months, and at such other times as the
Trustee may request in writing, a copy of the Register maintained by such
Registrar.

            (c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent hereunder, if
such successor corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authorized Agent or such successor corporation.

            (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, the Owner Trustees and the
Loan Trustees. The Company may, and at the request of the Trustee shall, at any
time terminate the agency of any Authorized Agent by giving written notice of
termination to such Authorized Agent and to the Trustee. Upon the resignation or
termination of an Authorized Agent or in case at any time any such Authorized
Agent shall cease to be eligible under this Section (when, in either case, no
other Authorized Agent performing the functions of such Authorized Agent shall
have been appointed), the Company shall promptly appoint one or more qualified
successor Authorized Agents, reasonably satisfactory to the Trustee, to perform
the functions of the Authorized Agent which has resigned or whose agency has
been terminated or who shall have ceased to be eligible under this Section. The
Company shall give written notice of any such appointment made by it to the
Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee
shall mail notice of such appointment to all Certificateholders as their names
and addresses appear on the Register.

            (e) The Company agrees to pay, or cause to be paid, from time to
time to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses as set forth in the letter agreement
referred to in Section 7.07 hereof.

            Section 7.13. Money for Certificate Payments to Be Held in Trust.
All moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section. Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.

            The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.
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                                      -46-



            Section 7.14. Registration of Equipment Notes in Name of
Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased
by the Trust shall be issued in the name of the Subordination Agent or its
nominee and held by the Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, the Subordination Agent or its nominee
shall be reflected as the owner of such Equipment Notes in the register of the
issuer of such Equipment Notes.

            Section 7.15. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants that:

            (a) the Trustee is a Delaware banking corporation organized and
validly existing in good standing under the laws of the State of Delaware;

            (b) the Trustee has full power, authority and legal right to
execute, deliver, and perform this Agreement, the Intercreditor Agreement, the
Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement
and the Financing Documents to which it is a party and has taken all necessary
action to authorize the execution, delivery, and performance by it of this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party;

            (c) the execution, delivery and performance by the Trustee of this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party (i) will not violate any provision of United States federal
law or the law of the state of the United States where it is located governing
the banking and trust powers of the Trustee or any order, writ, judgment, or
decree of any court, arbitrator or governmental authority applicable to the
Trustee or any of its assets, (ii) will not violate any provision of the
articles of association or by-laws of the Trustee, or (iii) will not violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any properties
included in the Trust Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a party,
which violation, default or lien could reasonably be expected to have an adverse
effect on the Trustee's performance or ability to perform its duties hereunder
or thereunder or on the transactions contemplated herein or therein;

            (d) the execution, delivery and performance by the Trustee of this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to
which it is a party will not require the authorization, consent, or approval of,
the giving of notice to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or agency of the United
States or the state of the United States where it is located regulating the
banking and corporate trust activities of the Trustee; and

            (e) this Agreement, the Intercreditor Agreement, the Registration
Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the
Financing Documents to which it is a party have been duly executed and delivered
by the Trustee and constitute the legal, valid, and binding agreements of the
Trustee, enforceable against it in
   52
                                      -47-


accordance with their respective terms, provided that enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and (ii) general
principles of equity, regardless of whether applied in a proceeding in equity or
at law.

            Section 7.16. Withholding Taxes, Information Reporting. The Trustee,
as trustee of the grantor trust created by this Agreement, shall exclude and
withhold from each distribution of principal, premium, if any, interest, Break
Amount, if any, and other amounts due under this Agreement or under the
Certificates any and all withholding taxes applicable thereto as required by
law. The Trustee agrees to act as such withholding agent and, in connection
therewith, whenever any present or future taxes or similar charges are required
to be withheld with respect to any amounts payable in respect of the
Certificates, to withhold such amounts and timely pay the same to the
appropriate authority in the name of and on behalf of the Certificateholders,
that it will file any necessary withholding tax returns or statements when due,
and that, as promptly as possible after the payment thereof, it will deliver to
each such Certificateholder appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such
Certificateholders may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United
States law.

            Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will at its own cost and expense promptly take any
action as may be necessary to duly discharge and satisfy in full any mortgage,
pledge, lien, charge, encumbrance, security interest or claim ("Trustee's
Liens") on or with respect to the Trust Property which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement, the Intercreditor Agreement, the
Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder
or in its individual capacity and which arises out of acts or omissions on the
part of the Trustee which are not contemplated by this Agreement.

            Section 7.18. Preferential Collection of Claims. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

            Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. The Company will furnish to the Trustee within
15 days after each Record Date with respect to a Scheduled Payment, and at such
other times as the Trustee may request in writing within 30 days after receipt
by the Company of any such request, a list, in such form as the Trustee may
reasonably require, of all information in the possession or control of the
Company as to the names and addresses of the Certificateholders, in each case as
of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Registrar, no such
list need be furnished; and provided further, however, that
   53
                                      -48-


no such list need be furnished for so long as a copy of the Register is being
furnished to the Trustee pursuant to Section 7.12.

            Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders contained
in the most recent list furnished to the Trustee as provided in Section 7.12 or
Section 8.01, as the case may be, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Registrar, if so
acting. The Trustee may destroy any list furnished to it as provided in Section
7.12 or Section 8.01, as the case may be, upon receipt of a new list so
furnished.

            Section 8.03. Reports by Trustee. Within 60 days after May 15 of
each year commencing with the first full year following the issuance of the
Certificates, the Trustee shall transmit to the Certificateholders, as provided
in Section 313(c) of the Trust Indenture Act, a brief report dated as of such
May 15, if required by Section 313(a) of the Trust Indenture Act.

            Section 8.04. Reports by the Company. The Company shall:

            (a) file with the Trustee, within 30 days after the Company is
      required to file the same with the SEC, copies of the annual reports and
      of the information, documents and other reports (or copies of such
      portions of any of the foregoing as the SEC may from time to time by rules
      and regulations prescribe) which the Company is required to file with the
      SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
      of 1934, as amended; or, if the Company is not required to file
      information, documents or reports pursuant to either of such sections,
      then to file with the Trustee and the SEC, in accordance with rules and
      regulations prescribed by the SEC, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to
      Section 13 of the Securities Exchange Act of 1934, as amended, in respect
      of a security listed and registered on a national securities exchange as
      may be prescribed in such rules and regulations;

            (b) during any period, prior to the consummation of the Exchange
      Offer and during which the Shelf Registration Statement is not in effect,
      in which the Company is not subject to Section 13(a), 13(c) or 15(d) under
      the Securities Exchange Act of 1934, make available to any Holder of the
      Certificates in connection with any sale thereof and any prospective
      purchaser of the Certificates from such Holder, in each case upon request,
      the information specified in, and meeting the requirements of, Rule
      144A(d)(4) under the Securities Act but only for so long as any of the
      Certificates remain outstanding and are "restricted securities" within the
      meaning of Rule 144(a)(3) under the Securities Act and, in any event, only
      until the second anniversary of the Issuance Date;

            (c) file with the Trustee and the SEC, in accordance with the rules
      and regulations prescribed by the SEC, such additional information,
      documents and reports with respect to compliance by the Company with the
      conditions and covenants provided for in this Agreement, as may be
      required by such rules and regulations, including, in the case of annual
      reports, if required by such rules and regulations, certificates or
      opinions of independent public accountants, conforming to the requirements
      of Section 1.02;
   54
                                      -49-



            (d) transmit to all Certificateholders, in the manner and to the
      extent provided in Section 313(c) of the Trust Indenture Act such
      summaries of any information, documents and reports required to be filed
      by the Company pursuant to subsections (a) and (c) of this Section 8.04 as
      may be required by rules and regulations prescribed by the SEC; and

            (e) furnish to the Trustee, not less often than annually, a brief
      certificate from the principal executive officer, principal financial
      officer, any Vice President (or more senior ranking officer) or the
      principal accounting officer as to his or her knowledge of the Company's
      compliance with all conditions and covenants under this Agreement (it
      being understood that for purposes of this paragraph (e), such compliance
      shall be determined without regard to any period of grace or requirement
      of notice provided under this Agreement).


                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

            Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the
Deposit Agreement or the Registration Rights Agreement in form satisfactory to
the Trustee, for any of the following purposes:

            (1) to evidence the succession of another corporation to the Company
      and the assumption by any such successor of the covenants of the Company
      herein contained or of the Company's obligations under the Note Purchase
      Agreement or the Registration Rights Agreement; or

            (2) to add to the covenants of the Company for the benefit of the
      Certificateholders, or to surrender any right or power conferred upon the
      Company in this Agreement, the Note Purchase Agreement or the Registration
      Rights Agreement; or

            (3) to correct or supplement any provision in this Agreement, the
      Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the
      Note Purchase Agreement or the Registration Rights Agreement which may be
      defective or inconsistent with any other provision herein or therein or to
      cure any ambiguity or correct any mistake or to modify any other provision
      with respect to matters or questions arising under this Agreement, the
      Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the
      Intercreditor Agreement or the Registration Rights Agreement, provided
      that any such action shall not materially adversely affect the interests
      of the Certificateholders; or

            (4) to comply with any requirement of the SEC, any applicable law,
      rules or regulations of any exchange or quotation system on which the
      Certificates are listed, any
   55
                                      -50-


      regulatory body or the Registration Rights Agreement to effectuate the
      Exchange Offer; or

            (5) to modify, eliminate or add to the provisions of this Agreement
      to such extent as shall be necessary to continue the qualification of this
      Agreement (including any supplemental agreement) under the Trust Indenture
      Act or under any similar Federal statute hereafter enacted, and to add to
      this Agreement such other provisions as may be expressly permitted by the
      Trust Indenture Act, excluding, however, the provisions referred to in
      Section 316(a)(2) of the Trust Indenture Act as in effect at the date as
      of which this instrument was executed or any corresponding provision in
      any similar Federal statute hereafter enacted; or

            (6) to evidence and provide for the acceptance of appointment under
      this Agreement by the Trustee of a successor Trustee and to add to or
      change any of the provisions of this Agreement as shall be necessary to
      provide for or facilitate the administration of the Trust, pursuant to the
      requirements of Section 7.10; or

            (7) to provide the information required under Section 7.12 and
      Section 12.03 as to the Trustee; or

            (8) to modify or eliminate provisions relating to the transfer or
      exchange of Exchange Certificates or the Initial Certificates upon
      consummation of the Exchange Offer (as defined in the Registration Rights
      Agreement) or effectiveness of the Shelf Registration Statement or the
      Exchange Offer Registration Statement;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

            Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company
may (with the consent of the Owner Trustees, if any, which consent shall not be
unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter
into an agreement or agreements for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
the Intercreditor Agreement, the Registration Rights Agreement, the Escrow
Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent
applicable to such Certificateholders or of modifying in any manner the rights
and obligations of such Certificateholders under this Agreement, the
Intercreditor Agreement, the Registration Rights Agreement, the Escrow
Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent
applicable to such Certificateholders or of modifying in any manner the rights
and obligations of such Certificateholders under this Agreement, the
Intercreditor Agreement, the Registration Rights Agreement, the Escrow
Agreement, the Deposit Agreement or the Note Purchase Agreement; provided,
however, that no such agreement shall, without the consent of the
Certificateholder of each Outstanding Certificate affected thereby:
   56
                                      -51-



            (1) reduce in any manner the amount of, or delay the timing of, any
      receipt by the Trustee (or, with respect to the Deposits, the
      Certificateholders) of payments on the Equipment Notes or other Trust
      Property held in the Trust or on the Deposits or distributions that are
      required to be made herein on any Certificate, or change any date of
      payment on any Certificate, or change the place of payment where, or the
      coin or currency in which, any Certificate is payable, or impair the right
      to institute suit for the enforcement of any such payment or distribution
      on or after the Regular Distribution Date or Special Distribution Date
      applicable thereto; or

            (2) permit the disposition of any Equipment Note included in the
      Trust Property except as permitted by this Agreement, or otherwise deprive
      such Certificateholder of the benefit of the ownership of the Equipment
      Notes in the Trust; or

            (3) reduce the specified percentage of the aggregate Fractional
      Undivided Interests of the Trust which is required for any such
      supplemental agreement, or reduce such specified percentage required for
      any waiver of compliance with certain provisions of this Agreement or
      certain defaults hereunder and their consequences provided for in this
      Agreement; or

            (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the
      Intercreditor Agreement in a manner adverse to the Certificateholders; or

            (5) modify any of the provisions of this Section 9.02 or Section
      6.05, except to increase any such percentage or to provide that certain
      other provisions of this Agreement cannot be modified or waived without
      the consent of the Certificateholder of each Certificate affected thereby;
      or

            (6) adversely affect the status of any Trust as a grantor trust
      under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
      Internal Revenue Code of 1986, as amended, for U.S. federal income tax
      purposes.

            It shall not be necessary for any Direction of Certificateholders
under this Section to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Direction shall approve the
substance thereof.

            Section 9.03. Documents Affecting Immunity or Indemnity. Except for
the performance of its covenants herein, if in the opinion of the Trustee any
document required to be executed by it pursuant to the terms of Section 9.01 or
9.02 affects adversely any interest, right, duty, immunity or indemnity in favor
of the Trustee under this Agreement, the Trustee may in its discretion decline
to execute such document.

            Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any agreement permitted by this
Article or the modifications thereby of the trusts created by this Agreement,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.
   57
                                      -52-



            Section 9.05. Effect of Supplemental Agreements. Upon the execution
of any agreement supplemental to this Agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of a Certificate theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

            Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

            Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates authenticated and delivered after the execution of any supplemental
agreement pursuant to this Article may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental agreement; and, in
such case, suitable notation may be made upon Outstanding Certificates after
proper presentation and demand.


                                    ARTICLE X

                AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS

            Section 10.01. Amendments and Supplements to Indentures and
Financing Documents. In the event that the Trustee, as holder (or beneficial
owner through the Subordination Agent) of any Equipment Note in trust for the
benefit of the Certificateholders or as Controlling Party under the
Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any other Financing Document, any
Equipment Note or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice. The
Trustee shall request from the Certificateholders a Direction as to (a) whether
or not to take or refrain from taking (or direct the Subordination Agent to take
or refrain from taking) any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any
Equipment Note if a vote has been called for with respect thereto. Provided such
a request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing), (i)
other than as Controlling Party, the Trustee shall vote for or give consent to
any such action with respect to such Equipment Note in the same proportion as
that of (A) the aggregate face amounts of all Certificates actually voted in
favor of or for giving consent to such action by such Direction of
Certificateholders to (B) the aggregate face amount of all Outstanding
Certificates and (ii) as Controlling Party, the Trustee shall vote as directed
in such Certificateholder Direction by the Certificateholders evidencing a
Fractional Undivided Interest aggregating not less than a majority in interest
in the Trust. For purposes of the immediately preceding sentence, a Certificate
shall have been "actually voted" if the Holder of such Certificate has delivered
to the Trustee an instrument evidencing such Holder's consent to such Direction
prior to two Business Days before the Trustee directs such action or casts such
vote or
   58
                                      -53-


gives such consent. Notwithstanding the foregoing, but subject to Section 6.04
and the Intercreditor Agreement, the Trustee may, in its own discretion and at
its own direction, consent and notify the relevant Loan Trustee of such consent
(or direct the Subordination Agent to consent and notify the Loan Trustee of
such consent) to any amendment, modification, waiver or supplement under the
relevant Indenture, any other Financing Document, any Equipment Note or any
other related document, if an Event of Default hereunder shall have occurred and
be continuing, or if such amendment, modification, waiver or supplement will not
materially adversely affect the interests of the Certificateholders.


                                   ARTICLE XI

                              TERMINATION OF TRUST

            Section 11.01. Termination of the Trust. The respective obligations
and responsibilities of the Company and the Trustee with respect to the Trust
shall terminate upon the earlier of (A) the completion of the assignment,
transfer and discharge described in the first sentence of the immediately
following paragraph and (B) distribution to all Holders of Certificates and the
Trustee of all amounts required to be distributed to them pursuant to this
Agreement and the disposition of all property held as part of the Trust
Property; provided, however, that in no event shall the Trust continue beyond
one hundred ten (110) years following the date of the earliest execution of this
Trust Agreement.

            Upon the earlier of (i) the first Business Day after August 30,
2002, or, if later, the fifth Business Day following the Delivery Period
Termination Date and (ii) the fifth Business Day following the date on which a
Triggering Event occurs (such date, the "Transfer Date"), or, if later the date
on which all of the conditions set forth in the immediately following sentence
have been satisfied, the Trustee is hereby directed (subject only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related Trustee under the Related Pass Through Trust
Agreement to, execute and deliver the Assignment and Assumption Agreement,
pursuant to which the Trustee shall assign, transfer and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related Pass Through Trust Agreement. The Trustee and the Related
Trustee shall execute and deliver the Assignment and Assumption Agreement upon
the satisfaction of the following conditions:

            (i) The Trustee, the Related Trustee and each of the Rating Agencies
      then rating the Certificates shall have received an Officer's Certificate
      and an Opinion of Counsel dated the date of the Assignment and Assumption
      Agreement and each satisfying the requirements of Section 1.02, which
      Opinion of Counsel shall be substantially to the effect set forth below
      and may be relied upon by the Beneficiaries (as defined in the Assignment
      and Assumption Agreement):

            (a)         upon the execution and delivery thereof by the parties
                        thereto in accordance with the terms of this Agreement
                        and the Related Pass Through Trust Agreement, the
                        Assignment and Assumption Agreement will constitute the
                        valid and binding obligation of each of the parties
                        thereto enforceable against each such party in
                        accordance with its terms;
   59
                                      -54-



            (b)         upon the execution and delivery of the Assignment and
                        Assumption Agreement in accordance with the terms of
                        this Agreement and the Related Pass Through Trust
                        Agreement, each of the Certificates then Outstanding
                        will be entitled to the benefits of the Related Pass
                        Through Trust Agreement;

            (c)         the Related Trust is not required to be registered as an
                        investment company under the Investment Company Act of
                        1940, as amended;

            (d)         the Related Pass Through Trust Agreement constitutes the
                        valid and binding obligation of the Company enforceable
                        against the Company in accordance with its terms; and

            (e)         neither the execution and delivery of the Assignment and
                        Assumption Agreement in accordance with the terms of
                        this Agreement and the Related Pass Through Trust
                        Agreement, nor the consummation by the parties thereto
                        of the transactions contemplated to be consummated
                        thereunder on the date thereof, will violate any law or
                        governmental rule or regulation of the State of New York
                        or the United States of America known to such counsel to
                        be applicable to the transactions contemplated by the
                        Assignment and Assumption Agreement.

            (ii) The Trustee and the Company shall have received (x) a copy of
      the articles of incorporation and bylaws of the Related Trustee certified
      as of the Transfer Date by the Secretary or Assistant Secretary of such
      institution and (y) a copy of the filing (including all attachments
      thereto) made by the institution serving as the Related Trustee with the
      Office of the Superintendent, State of New York Banking Department for the
      qualification of the Related Trustee under Section 131(3) of the New York
      Banking Law.

Upon the execution of the Assignment and Assumption Agreement by the parties
thereto, the Trust shall be terminated, the Certificateholders shall receive
beneficial interests in the Related Trust in exchange for their interests in the
Trust equal to their respective beneficial interests in the Trust, and the
Outstanding Certificates representing Fractional Undivided Interests in the
Trust shall be deemed for all purposes of this Agreement and the Related Pass
Through Trust Agreement, without further signature or action of any party or
Certificateholder, to be certificates representing the same fractional undivided
interests in the Related Trust and its trust property. By acceptance of its
Certificate, each Certificateholder consents to such assignment, transfer and
delivery of the Trust Property to the trustee of the Related Trust upon the
execution and delivery of the Assignment and Assumption Agreement.

            In connection with the occurrence of the event set forth in clause
(B) above, notice of such termination, specifying the Distribution Date upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be mailed promptly by
the Trustee to Certificateholders not earlier than the 60th day and not later
than the 20th day next preceding such final Distribution Date specifying (A) the
Distribution Date upon which the proposed final payment of the Certificates will
be made upon presentation and surrender of Certificates at the office or agency
of the Trustee
   60
                                      -55-

therein specified, (B) the amount of any such proposed final payment, and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. The
Trustee shall give such notice to the Registrar at the time such notice is given
to Certificateholders. Upon presentation and surrender of the Certificates in
accordance with such notice, the Trustee shall cause to be distributed to
Certificateholders such final payments.

            In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. No
additional interest shall accrue on the Certificates after the Distribution Date
specified in the first written notice. In the event that any money held by the
Trustee for the payment of distributions on the Certificates shall remain
unclaimed for two years (or such lesser time as the Trustee shall be satisfied,
after sixty days' notice from the Company, is one month prior to the escheat
period provided under applicable law) after the final distribution date with
respect thereto, the Trustee shall pay to each Loan Trustee the appropriate
amount of money relating to such Loan Trustee and shall give written notice
thereof to the related Owner Trustees, the Owner Participants and the Company.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

            Section 12.01. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

            Section 12.02. Certificates Nonassessable and Fully Paid. Except as
set forth in the last sentence of this Section 12.02, Certificateholders shall
not be personally liable for obligations of the Trust, the Fractional Undivided
Interests represented by the Certificates shall be nonassessable for any losses
or expenses of the Trust or for any reason whatsoever, and Certificates, upon
authentication thereof by the Trustee pursuant to Section 3.03, are and shall be
deemed fully paid. No Certificateholder shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the Trust Property, the Trust, or the obligations of
the parties hereto, nor shall anything set forth herein, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association.
Neither the existence of the Trust nor any provision herein is intended to or
shall limit the liability the Certificateholders would otherwise incur if the
Certificateholders owned Trust Property as co-owners, or incurred any
obligations of the Trust, directly rather than through the Trust.

            Section 12.03. Notices. (a) Unless otherwise specifically provided
herein, all notices required under the terms and provisions of this Agreement
shall be in English and in writing, and any such notice may be given by United
States mail, courier service or telecopy, and
   61
                                      -56-


any such notice shall be effective when received or, if made, given, furnished
or filed by facsimile or telecommunication transmission, when received unless
received outside of business hours, in which case on the next open of business
on a Business Day,

                  if to the Company, to:

                           America West Airlines, Inc.
                           4000 East Sky Harbor Boulevard
                           Phoenix, Arizona  85043

                           Attention:  Vice President-Treasurer
                           Facsimile:  (602) 693-5886


                  if to the Trustee, to:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, Delaware  19890-0001

                           Attention:  Corporate Trust Administration
                           Facsimile:  (302) 651-8882
                           Telephone:   (302) 651-8584

            (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

            (c) Any notice or communication to Certificateholders shall be
mailed by first-class mail to the addresses for Certificateholders shown on the
Register kept by the Registrar. Failure so to mail a notice or communication or
any defect in such notice or communication shall not affect its sufficiency with
respect to other Certificateholders.

            (d) If a notice or communication is mailed in the manner provided
above within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.

            (e) If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent
at the same time.

            (f) Notwithstanding the foregoing, all communications or notices to
the Trustee shall be deemed to be given only when received by a Responsible
Officer of the Trustee.

            (g) The Trustee shall promptly furnish the Company with a copy of
any demand, notice or written communication received by the Trustee hereunder
from any Certificateholder, Owner Trustee or Loan Trustee.
   62
                                      -57-



            Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN
THE STATE OF DELAWARE AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

            Section 12.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Trust, or of the
Certificates or the rights of the Certificateholders thereof.

            Section 12.06. Trust Indenture Act Controls. Upon the occurrence of
any Registration Event, this Agreement shall become subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions. From and after any Registration Event, if any provision of this
Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control.

            Section 12.07. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            Section 12.08. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not.

            Section 12.09. Benefits of Agreement. Nothing in this Agreement or
in the Certificates, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, and the Certificateholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement.

            Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest shall
accrue during the intervening period.

            Section 12.11. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.
   63
                                      -58-



            Section 12.12. Intention of Parties. The parties hereto intend that
the Trust be classified for U.S. federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as
amended, and not as a trust or association taxable as a corporation or as a
partnership. Each Certificateholder and Investor, by its acceptance of its
Certificate or a beneficial interest therein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. The
powers granted and obligations undertaken pursuant to this Agreement shall be so
construed so as to further such intent.
   64
                                      -59-



            IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first written above.


                                AMERICA WEST AIRLINES, INC.


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


                                WILMINGTON TRUST COMPANY,
                                      as Trustee


                                By:    /s/ W. Chris Sponenberg
                                   ------------------------------------------
                                      Name:  W. Chris Sponenberg
                                      Title:    Assistant Vice President
   65
                                                                       EXHIBIT A

                               FORM OF CERTIFICATE

REGISTERED

No._________

         [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS
         NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE
         TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT;
         (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE
         ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
         CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY
         AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS
         CERTIFICATE EXCEPT (A) AMERICA WEST AIRLINES, INC., (B) TO A QUALIFIED
         INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
         ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE
         EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD
         RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH
         PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY
         TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
         CERTIFICATE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE
         OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD
         BY AMERICA WEST AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF
         SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
         THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
         THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH
         TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
         REGISTER ANY
   66
                                      A-2

         TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
         RESTRICTIONS.]*

         BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN
         ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST
         HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN
         INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS
         OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION
         STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST
         AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
         REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
         RESTRICTIONS.

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
         AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
         REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
         HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH
         TRUST AGREEMENT REFERRED TO HEREIN.]**

- -----------------

*        Not to be included on the face of the Regulation S Global Certificate.

**       To be included on the face of each Global Certificate.
   67
                                      A-3

                             [GLOBAL CERTIFICATE]*

           AMERICA WEST AIRLINES PASS THROUGH TRUST, SERIES 2001-1D-O

            Floating Rate America West Airlines [Initial] [Exchange]
                            Pass Through Certificate,
                                Series 2001-1D-O

                 Final Legal Distribution Date: October 2, 2005

evidencing a fractional undivided interest in a trust, the property of which
includes certain equipment notes each secured by an Aircraft leased to or owned
by America West Airlines, Inc.

         having a face amount of $[       ] representing [         ]% of the
Trust per $1,000 face amount

         THIS CERTIFIES THAT _______________, for value received, is the
registered owner of a Fractional Undivided Interest, having a face amount of
$________ (__________dollars) in the America West Airlines Pass Through Trust,
Series 2001-1D-O (the "Trust") created pursuant to a Pass Through Trust
Agreement, dated as of May 17, 2001 (the "Agreement"), between Wilmington Trust
Company (the "Trustee") and America West Airlines, Inc., a corporation
incorporated under Delaware law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "Floating Rate America West Airlines [Initial]
[Exchange] Pass Through Certificates, Series 2001-1D-O" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions, and conditions of the Agreement. By virtue of its acceptance hereof
the Certificateholder of this Certificate assents to and agrees to be bound by
the provisions of the Agreement and the Intercreditor Agreement. The property of
the Trust includes an interest in certain Equipment Notes and all rights of the
Trust to receive payments under the Intercreditor Agreement (the "Trust
Property"). Each issue of the Equipment Notes is secured by, among other things,
a security interest in the Aircraft leased to or owned by the Company.

- ------------------
*        To be included on the face of each Global Certificate.
   68
                                      A-4

         The Certificates represent fractional undivided interests in the Trust
and the Trust Property, and have no rights, benefits or interest in respect of
any assets or property other than the Trust Property.

         Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from and to the extent of funds then available to the
Trustee, there will be distributed on each April 2, and October 2, (a "Regular
Distribution Date"), commencing on October 2, 2001, to the Person in whose name
this Certificate is registered at the close of business on the 15th day
preceding the Regular Distribution Date, an amount in respect of the Scheduled
Payments due on such Regular Distribution Date on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance with
the terms of the Agreement and the Intercreditor Agreement, in the event that
Special Payments on the Equipment Notes are received by the Trustee, from funds
then available to the Trustee, there shall be distributed on the applicable
Special Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date and no interest shall accrue during the intervening
period. The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.

         The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
of their affiliates. The Certificates are limited in right or payment, all as
more specifically set forth on the face hereof and in the Agreement. All
payments or distributions made to Certificateholders under the Agreement shall
be made only from the Trust Property and only to the extent that the Trustee
shall have sufficient income or proceeds from the Trust Property to make such
payments in accordance with the terms of the Agreement. Each Certificateholder
of this Certificate, by its acceptance hereof, agrees that it will look solely
to the income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and
   69
                                      A-5

upon all future Certificateholders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Certificateholders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar, in the Borough of Manhattan, the City of New York, duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Registrar duly executed by the Certificateholder hereof
or such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust will be issued to the
designated transferee or transferees.

         [The Holder of this Certificate is entitled to the benefits of the
Exchange and Registration Rights Agreement, dated as of May 17, 2001, among the
Company, the Trustee and the Initial Purchasers named therein (the "Registration
Rights Agreement"). In the event that no Registration Event has occurred on or
prior to the 210th day after the date of the issuance of the Certificates, the
interest rate per annum payable in respect of the Equipment Notes and the
Deposits shall be increased by 0.50%, from and including the 210th day after the
Issuance Date to but excluding the earlier of (i) the date on which a
Registration Event occurs and (ii) the date on which there cease to be any
Registrable Certificates (as defined in the Registration Rights Agreement). In
the event that the Shelf Registration Statement ceases to be effective at any
time during the period specified by Section 2(b)(B) of the Registration Rights
Agreement for more than 60 days, whether or not consecutive, during any 12-month
period, the interest rate per annum payable in respect of the Equipment Notes
and the Deposits shall be increased by 0.50% from the 61st day of the applicable
12-month period such Shelf Registration Statement ceases to be effective until
such time as the Shelf Registration Statement again becomes effective (or, if
earlier, the end of the period specified by Section 2(b)(B) of the Registration
Rights Agreement).]*

         Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.

         Under certain circumstances set forth in Section 11.01 of the
Agreement, all of the Trustee's right, title and interest to the Trust Property
may be assigned, transferred and delivered to the Related Trustee of the Related
Trust pursuant to the Assignment and Assumption Agreement. Upon the
effectiveness of such Assignment and Assumption Agreement (the

- ---------------

*        To be included only on each Initial Certificate.
   70
                                      A-6

"Transfer"), the Trust shall be terminated, the Certificateholders shall receive
beneficial interests in the Related Trust in exchange for their interests in the
Trust equal to their respective beneficial interests in the Trust, the
Certificates representing Fractional Undivided Interests in the Trust shall be
deemed for all purposes of the Agreement and the Related Pass Through Trust
Agreement to be certificates representing the same fractional undivided
interests in the Related Trust and its trust property. Each Certificateholder,
by its acceptance of this Certificate or a beneficial interest herein, agrees to
be bound by the Assignment and Assumption Agreement and subject to the terms of
the Related Pass Through Trust Agreement as a certificateholder thereunder. From
and after the Transfer, unless and to the extent the context otherwise requires,
references herein to the Trust, the Agreement and the Trustee shall constitute
references to the Related Trust, the Related Pass Through Trust Agreement and
trustee of the Related Trust, respectively.

         The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of [$100,000]* [$1,000]** Fractional Undivided
Interest and integral multiples of $1,000 in excess thereof except that one
Certificate may be in a different denomination. As provided in the Agreement and
subject to certain limitations therein set forth, the Certificates are
exchangeable for new Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment by the Holder of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         Each Certificateholder and Investor, by its acceptance of this
Certificate or a beneficial interest herein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.

         The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Trustee, the Registrar, nor
any such agent shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.

- -----------------------

*        To be included only on each Initial Certificate.

**       To be included only on each Exchange Certificate.
   71
                                      A-7



         UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS. FROM AND AFTER THE TRANSFER, THE
AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
   72
                                      A-8

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:

                                   AMERICA WEST AIRLINES PASS THROUGH
                                   TRUST, SERIES 2001-1D-O



                                   By:  WILMINGTON TRUST COMPANY, not in
                                        its individual capacity but
                                        solely as Trustee


                                   By:
                                      ----------------------------------------
                                         Name:
                                         Title:
   73
                                      A-9


              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                    This is one of the Certificates referred
                      to in the within-mentioned Agreement.



                                         WILMINGTON TRUST COMPANY,
                                         not in its individual capacity but
                                         solely as Trustee


                                       By:
                                          -------------------------------------
                                          Authorized Officer
   74
                                      A-10

                             FORM OF TRANSFER NOTICE

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


- --------------------------------

- --------------------------------

please print or typewrite name and address including zip code of assignee

- --------------------------------

the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing

- --------------------------------

attorney to transfer said Certificate on the books of the Trustee with full
power of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                               ON ALL CERTIFICATES
                         EXCEPT REGULATION S GLOBAL AND
                      REGULATION S DEFINITIVE CERTIFICATES]

         In connection with any transfer of this Certificate occurring prior to
the date that is the earlier of the date of an effective Registration Statement
or the date two years after the later of the original issuance of this
Certificate or the last date on which this Certificate was held by America West
Airlines, Inc., the Trustee or any affiliate of such Persons, the undersigned
confirms that without utilizing any general solicitation or general advertising
that:

                                   [Check One]

[ ] (a) this Certificate is being transferred in compliance with the exemption
from registration under the Securities Act of 1933, as amended, provided by Rule
144A thereunder.

                                       or

[ ] (b) this Certificate is being transferred other than in accordance with (a)
above and documents are being furnished that comply with the conditions of
transfer set forth in this Certificate and the Agreement.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Certificate in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.06 of the Agreement
shall have been satisfied.
   75
                                      A-11



Date:__________________                              [Name of Transferor]

                                                     NOTE: The signature must
                                                     correspond with the name as
                                                     written upon the face of
                                                     the within-mentioned
                                                     instrument in every
                                                     particular, without
                                                     alteration or any change
                                                     whatsoever.
Signature Guarantee: ______________________

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Certificate for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.

Dated:__________________            ___________________________________________
                                    NOTE:   To be executed by an
                                            executive officer.
   76
                                                                       EXHIBIT B

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
               TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S

                                                     [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001

Attention:  Corporate Trust Trustee Administration

         Re:      America West Airlines Pass Through Trust (the "Trust"), Series
                  2001-1D-O, America West Airlines Pass Through Certificates,
                  Series 2001-1D-O (the "Certificates")

Ladies and Gentlemen:

         In connection with our proposed sale of Certificates representing a
Fractional Undivided Interest, having a face amount of $ ______, in the Trust,
we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the Securities Act of 1933, as amended, and, accordingly, we
represent that:

            (1) the offer of the Certificates was not made to a person in the
      United States or to or for the account or benefit of a U.S. person;

            (2) either (a) at the time the buy order was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States or (b) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (3) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 903(a) or Rule 904(a) of
      Regulation S, as applicable; and

            (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

         In addition, if the sale is made during a restricted period and the
provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be.
   77
                                      B-2

         You and America West Airlines, Inc. are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                                     Very truly yours,

                                                     [Name of Transferor]
   78
                                                                       EXHIBIT C

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                        WITH TRANSFERS OF CERTIFICATES TO
                   NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

                                                   [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001


Attention:  Corporate Trust Trustee Administration

America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona 85043


                              AMERICA WEST AIRLINES
               PASS THROUGH TRUST, SERIES 2001-1D-O (the "Trust")
                   Pass Through Certificates, Series 2001-1D-O
                              (the "Certificates")


Ladies and Gentlemen:

         In connection with our proposed purchase of Certificates representing a
Fractional Undivided Interest, having a face amount of $ ______, in the Trust,
we confirm that:

         1. We understand that any subsequent transfer of the Certificates is
subject to certain restrictions and conditions set forth in the Pass Through
Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc.
(the "Company") and Wilmington Trust Company (the "Trustee") relating to the
Certificates, and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Certificates except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the "Securities
Act").

         2. We are purchasing Certificates having an aggregate principal amount
of not less than $100,000 and each account (if any) for which we are purchasing
Certificates is purchasing Certificates having an aggregate principal amount of
not less than $100,000.

         3. We understand that the Certificates have not been registered under
the Securities Act, that the Certificates are being sold to us in a transaction
that is exempt from the registration requirements of the Securities Act and that
the Certificates may not be offered or resold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that, if we should sell any
Certificates within two
   79
                                      C-2

years after the later of the original issuance of such Certificate and the last
date on which such Certificate is owned by the Company, the Trustee or any
affiliate of any of such persons, we will do so only (A) to the Company, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption
from registration provided by Rule 144 under the Securities Act or (E) pursuant
to an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing any of the Certificates from us a
notice advising such purchaser that resales of the Certificates are restricted
as stated herein.

         4. We understand that, on any proposed resale of any Certificates, we
will be required to furnish to the Company and the Trustee such certifications,
legal opinions and other information as the Company and the Trustee may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Certificates purchased by us will
bear a legend to the foregoing effect.

         5. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Certificates, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investments.

         6. We are acquiring the Certificates purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion and not with a view to any distribution of the Certificates, subject,
nevertheless to the understanding that the disposition of our property shall at
all times be and remain within our control.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                  Very truly yours,



                                  By:
                                     -----------------------------------------
                                        Name:
                                        Title:
   80
                                                                       EXHIBIT D

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                America West Airlines Pass Through Trust, Series
                                    2001-1D-O


         ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ____________, _____ (the
"Agreement"), between Wilmington Trust Company, a Delaware banking corporation
("WTC"), not in its individual capacity except as expressly provided herein, but
solely as trustee under the Pass Through Trust Agreement dated as of May 17,
2001 (as amended, modified or otherwise supplemented from time to time, the
"Pass Through Trust Agreement") in respect of the America West Airlines Pass
Through Trust, Series 2001-1D-O (the "Assignor"), and Wilmington Trust Company,
a Delaware banking corporation, not in its individual capacity except as
expressly provided herein, but solely as trustee under the Pass Through Trust
Agreement dated as of May 17, 2001 (the "New Pass Through Trust Agreement") in
respect of the America West Airlines Pass Through Trust, Series 2001-1D-S (the
"Assignee").

                              W I T N E S S E T H:

         WHEREAS, the parties hereto desire to effect on the date hereof (the
"Transfer Date") (a) the transfer by the Assignor to the Assignee of all of the
right, title and interest of the Assignor in, under and with respect to, among
other things, the Trust Property and each of the documents listed in Schedule I
hereto (the "Scheduled Documents") and (b) the assumption by the Assignee of the
obligations of the Assignor (i) under the Scheduled Documents and (ii) in
respect of the Certificates issued under the Pass Through Trust Agreement; and

         WHEREAS, the Scheduled Documents permit such transfer upon satisfaction
of certain conditions heretofore or concurrently herewith being complied with;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows (capitalized terms used herein without definition having the meaning
ascribed thereto in the Pass Through Trust Agreement):

         1. Assignment. The Assignor does hereby sell, assign, convey, transfer
and set over unto the Assignee as of the Transfer Date all of its present and
future right, title and interest in, under and with respect to the Trust
Property and the Scheduled Documents and each other contract, agreement,
document or instrument relating to the Trust Property or the Scheduled Documents
(such other contracts, agreements, documents or instruments, together with the
Scheduled Documents, to be referred to as the "Assigned Documents"), and any
proceeds therefrom, together with all documents and instruments evidencing any
of such right, title and interest.

         2. Assumption. The Assignee hereby assumes for the benefit of the
Assignor and each of the parties listed in Schedule II hereto (collectively, the
"Beneficiaries") all of the duties and obligations of the Assignor, whenever
accrued, pursuant to the Assigned Documents and hereby confirms that it shall be
deemed a party to each of the Assigned Documents to which the Assignor is a
party and shall be bound by all the terms thereof (including the agreements and
obligations of the Assignor set forth therein) as if therein named as the
Assignor. Further, the
   81
                                      D-2

Assignee hereby assumes for the benefit of the Assignor and the Beneficiaries
all of the duties and obligations of the Assignor under the Outstanding
Certificates and hereby confirms that the Certificates representing Fractional
Undivided Interests under the Pass Through Trust Agreement shall be deemed for
all purposes of the Pass Through Trust Agreement and the New Pass Through Trust
Agreement to be certificates representing the same fractional undivided
interests under the New Pass Through Trust Agreement equal to their respective
beneficial interests in the trust created under the Pass Through Trust
Agreement.

         3. Effectiveness. This Agreement shall be effective upon the execution
and delivery hereof by the parties hereto, and each Certificateholder, by its
acceptance of its Certificate or a beneficial interest therein, agrees to be
bound by the terms of this Agreement.

         4. Payments. The Assignor hereby covenants and agrees to pay over to
the Assignee, if and when received following the Transfer Date, any amounts
(including any sums payable as interest in respect thereof) paid to or for the
benefit of the Assignor that, under Section 1 hereof, belong to the Assignee.

         5. Further Assurances. The Assignor shall, at any time and from time to
time, upon the request of the Assignee, promptly and duly execute and deliver
any and all such further instruments and documents and take such further action
as the Assignee may reasonably request to obtain the full benefits of this
Agreement and of the right and powers herein granted. The Assignor agrees to
deliver the Global Certificates, and all Trust Property, if any, then in the
physical possession of the Assignor, to the Assignee.

         6. Representations and Warranties. (a) The Assignee represents and
warrants to the Assignor and each of the Beneficiaries that:

            (i) it has all requisite power and authority and legal right to
      enter into and carry out the transactions contemplated hereby and to carry
      out and perform the obligations of the "Pass Through Trustee" under the
      Assigned Documents;

            (ii) on and as of the date hereof, the representations and
      warranties of the Assignee set forth in Section 7.15 of the New Pass
      Through Trust Agreement are true and correct.

            (b) The Assignor represents and warrants to the Assignee that:

            (i) it is duly incorporated, validly existing and in good standing
      under the laws of the State of Delaware and has the full trust power,
      authority and legal right under the laws of the State of Delaware and the
      United States pertaining to its trust and fiduciary powers to execute and
      deliver this Agreement;

            (ii) the execution and delivery by it of this Agreement and the
      performance by it of its obligations hereunder have been duly authorized
      by it and will not violate its articles of association or by-laws or the
      provisions of any indenture, mortgage, contract or other agreement to
      which it is a party or by which it is bound; and

            (iii) this Agreement constitutes the legal, valid and binding
      obligations of it enforceable against it in accordance with its terms,
      except as the same may be limited by
   82
                                      D-3

      applicable bankruptcy, insolvency, reorganization, moratorium or similar
      laws affecting the rights of creditors generally and by general principles
      of equity, whether considered in a proceeding at law or in equity.

         7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK INCLUDING MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAWS.

         8. Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute a single instrument. It
shall not be necessary that any counterpart be signed by both parties so long as
each party shall sign at least one counterpart.

         9. Third Party Beneficiaries. The Assignee hereby agrees, for the
benefit of the Beneficiaries, that its representations, warranties and covenants
contained herein are also intended to be for the benefit of each Beneficiary,
and each Beneficiary shall be deemed to be an express third party beneficiary
with respect thereto, entitled to enforce directly and in its own name any
rights or claims it may have against such party as such beneficiary.

         IN WITNESS WHEREOF, the parties hereto, through their respective
officers thereunto duly authorized, have duly executed this Assignment as of the
day and year first above written.

                                    ASSIGNOR:

                                                     WILMINGTON TRUST COMPANY,
                                                     not in its individual
                                                     capacity except as
                                                     expressly provided herein,
                                                     but solely as trustee under
                                                     the Pass Through Trust
                                                     Agreement in respect of the
                                                     America West Airlines Pass
                                                     Through Trust 2001-1D-O


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

                                    ASSIGNEE:

                                                     WILMINGTON TRUST COMPANY,
                                                     not in its individual
                                                     capacity except as
                                                     expressly provided herein,
                                                     but solely as trustee under
                                                     the Pass Through Trust
                                                     Agreement in respect of the
                                                     America West Airlines Pass
                                                     Through Trust 2001-1D-S


                                     By:
                                       ---------------------------------------
                                       Title:
   83
                                                                      Schedule I

                         Schedule of Assigned Documents

(1)      Intercreditor Agreement dated as of May 17, 2001 among the Trustee, the
         Other Trustees, the Policy Provider, the Liquidity Provider, the
         liquidity provider, if any, relating to the Certificates issued under
         (and as defined in) the Other Pass Through Trust Agreements and the
         Subordination Agent.

(2)      Registration Rights Agreement dated as of May 17, 2001 among the
         Initial Purchasers, the Trustee, the Other Trustees, and the Company.

(3)      Escrow and Paying Agent Agreement (Class D) dated as of May 17, 2001
         among the Escrow Agent, the Initial Purchasers, the Trustee and the
         Paying Agent.

(4)      Note Purchase Agreement dated as of May 17, 2001 among the Company, the
         Trustee, the Other Trustees, the Depositary, the Escrow Agent, the
         Paying Agent and the Subordination Agent.

(5)      Deposit Agreement (Class D) dated as of May 17, 2001 between the Escrow
         Agent and the Depositary.

(6)      Each of the Operative Agreements (as defined in the Participation
         Agreement for each Aircraft) in effect as of the Transfer Date.
   84
                                                                     Schedule II

                            Schedule of Beneficiaries

Wilmington Trust Company, not in its individual capacity but solely as Pass
         Through Trustee, Subordination Agent, Paying Agent and Escrow Agent

Ambac Assurance Corporation, as Policy Provider

Westdeutsche Landesbank Girozentrale, as Liquidity Provider

Citibank, N.A., as Depositary

America West Airlines, Inc.

Salomon Smith Barney Inc.

Deutsch Banc Alex. Brown Inc.

Mizuho International plc

Banc One Capital Markets, Inc.

Tokyo-Mitsubishi International plc

Each of the other parties to the Assigned Documents
   85
                                                                       EXHIBIT E

            FORM OF NOTICE TO DESIGNATE NOMINEE AS WITHHOLDING AGENT
         (Treas. Reg. Section 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1))

                                                                          [DATE]

National Association of
Securities Dealers, Inc.
Market Operations
80 Merritt Blvd.
Trumbull, CT  06611

         Re:      America West Airlines Pass Through Trust, Series 2001-1D-O
                  Pass Through Certificates, Series 2001-1D-O

                  With respect to distributions to be made on [INSERT
DISTRIBUTION DATE] to holders of the above-referenced Pass Through Certificates
in the amount of $ ____ per $1,000 principal amount of Certificate, we hereby
designate the appropriate nominees to withhold from amounts distributable to any
non-U.S. Person such amounts as required by Section 1446 of the Internal Revenue
Code of 1986, as amended. The term "non-U.S. Person" means any person or entity
that, for U.S. federal income tax purposes, is not a "U.S. Person." "U.S.
Person" for this purpose means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized under the laws of
the United States or any political subdivision thereof, or an estate or trust,
the income of which is subject to U.S. federal income taxation regardless of its
source. The date of record for determining holders of Certificates entitled to
receive the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED RECORD
DATE].

                                                              Very truly yours,

EX-4.9

   1


                                   EXHIBIT 4.9

                                                                  EXECUTION COPY





                          PASS THROUGH TRUST AGREEMENT

                            Dated as of May 17, 2001

                                     between

                           AMERICA WEST AIRLINES, INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

           America West Airlines Pass Through Trust, Series 2001-1D-S

               Initial Pass Through Certificates, Series 2001-1D-S
              Exchange Pass Through Certificates, Series 2001-1D-S
   2
Reconciliation and tie between America West Airlines Pass Through Trust
Agreement, Series 2001-1D-S dated as of May 17, 2001, and the Trust Indenture
Act of 1939. This reconciliation does not constitute part of the Pass Through
Trust Agreement.



             Trust Indenture Act                  Pass Through Trust
               of 1939 Section                    Agreement Section
               ---------------                    -----------------
                                               
            310(a)(1)                              7.08
               (a)(2)                              7.08
            312(a)                                 3.05; 8.01; 8.02
            313(a)                                 7.06; 8.03
            314(a)                                 8.04(a),(c) & (d)
            (a)(4)                                 8.04(e)
            (c)(1)                                 1.02
            (c)(2)                                 1.02
            (d)(1)                                 7.13; 11.01
            (d)(2)                                 7.13; 11.01
            (d)(3)                                 2.01
            (e)                                    1.02
            315(b)                                 7.02
            316(a)(last sentence)                  1.04(c)
               (a)(1)(A)                           6.04
               (a)(1)(B)                           6.05
               (b)                                 6.06
               (c)                                 1.04(e)
            317(a)(1)                              6.03
               (b)                                 7.13
            318(a)                                12.06

   3
                                TABLE OF CONTENTS



SECTION                                                                                                            PAGE
                                                                                                                
ARTICLE I  DEFINITIONS .........................................................................................     2
         Section 1.01.     Definitions..........................................................................     2
         Section 1.02.     Compliance Certificates and Opinions.................................................    14
         Section 1.03.     Form of Documents Delivered to Trustee...............................................    14
         Section 1.04.     Directions of Certificateholders.....................................................    15

ARTICLE II  ACQUISITION OF TRUST PROPERTY.......................................................................    16
         Section 2.01.     Acquisition of Trust Property........................................................    16
         Section 2.02.     Acceptance by the Trustee............................................................    16
         Section 2.03.     Limitation of Powers.................................................................    17

ARTICLE III  THE CERTIFICATES...................................................................................    17
         Section 3.01.     Title, Form, Denomination and Execution of Certificates..............................    17
         Section 3.02.     Restrictive Legends..................................................................    19
         Section 3.03.     Authentication of Certificates.......................................................    21
         Section 3.04.     Transfer and Exchange................................................................    21
         Section 3.05.     Book-Entry Provisions for Restricted Global Certificates and
                           Regulation S Global Certificates.....................................................    22
         Section 3.06.     Special Transfer Provisions..........................................................    23
         Section 3.07.     Mutilated, Destroyed, Lost or Stolen Certificates....................................    26
         Section 3.08.     Persons Deemed Owners................................................................    27
         Section 3.09.     Cancellation.........................................................................    27
         Section 3.10.     Temporary Certificates...............................................................    27
         Section 3.11.     Limitation of Liability for Payments.................................................    27
         Section 3.12.     ERISA Restrictive Legend.............................................................    28

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.....................................................    28
         Section 4.01.     Certificate Account and Special Payments Account.....................................    28
         Section 4.02.     Distributions from Certificate Account and Special Payments
                           Account..............................................................................    29
         Section 4.03.     Statements to Certificateholders.....................................................    30
         Section 4.04.     Investment of Special Payment Moneys.................................................    31

ARTICLE V  THE COMPANY .........................................................................................    32
         Section 5.01.     Maintenance of Corporate Existence...................................................    32
         Section 5.02.     Consolidation, Merger, Etc...........................................................    32

ARTICLE VI  DEFAULT ............................................................................................    33
         Section 6.01.     Events of Default....................................................................    33
         Section 6.02.     Incidents of Sale of Equipment Notes.................................................    34
         Section 6.03.     Judicial Proceedings Instituted by Trustee; Trustee May Bring
                           Suit.................................................................................    35
         Section 6.04.     Control by Certificateholders........................................................    35
         Section 6.05.     Waiver of Past Defaults..............................................................    35

   4


SECTION                                                                                                            PAGE
                                                                                                                
         Section 6.06.     Right of Certificateholders to Receive Payments Not to Be
                           Impaired.............................................................................    36
         Section 6.07.     Certificateholders May Not Bring Suit Except Under Certain
                           Conditions...........................................................................    36
         Section 6.08.     Remedies Cumulative..................................................................    37

ARTICLE VII  THE TRUSTEE........................................................................................     37
         Section 7.01.     Certain Duties and Responsibilities..................................................    37
         Section 7.02.     Notice of Defaults...................................................................    38
         Section 7.03.     Certain Rights of Trustee............................................................    38
         Section 7.04.     Not Responsible for Recitals or Issuance of Certificates.............................    39
         Section 7.05.     May Hold Certificates................................................................    39
         Section 7.06.     Money Held in Trust..................................................................    39
         Section 7.07.     Compensation and Reimbursement.......................................................    39
         Section 7.08.     Corporate Trustee Required; Eligibility..............................................    41
         Section 7.09.     Resignation and Removal; Appointment of Successor....................................    41
         Section 7.10.     Acceptance of Appointment by Successor...............................................    42
         Section 7.11.     Merger, Conversion, Consolidation or Succession to Business..........................    43
         Section 7.12.     Maintenance of Agencies..............................................................    43
         Section 7.13.     Money for Certificate Payments to Be Held in Trust...................................    44
         Section 7.14.     Registration of Equipment Notes in Name of Subordination Agent.......................    45
         Section 7.15.     Representations and Warranties of Trustee............................................    45
         Section 7.16.     Withholding Taxes, Information Reporting.............................................    46
         Section 7.17.     Trustee's Liens......................................................................    46
         Section 7.18.     Preferential Collection of Claims....................................................    46

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE..................................................    46
         Section 8.01.     The Company to Furnish Trustee with Names and Addresses of
                           Certificateholders...................................................................    46
         Section 8.02.     Preservation of Information; Communications to
                           Certificateholders...................................................................    47
         Section 8.03.     Reports by Trustee...................................................................    47
         Section 8.04.     Reports by the Company...............................................................    47

ARTICLE IX  SUPPLEMENTAL AGREEMENTS.............................................................................    48
         Section 9.01.     Supplemental Agreements Without Consent of Certificateholders........................    48
         Section 9.02.     Supplemental Agreements with Consent of Certificateholders...........................    49
         Section 9.03.     Documents Affecting Immunity or Indemnity............................................    50
         Section 9.04.     Execution of Supplemental Agreements.................................................    50
         Section 9.05.     Effect of Supplemental Agreements....................................................    51
         Section 9.06.     Conformity with Trust Indenture Act..................................................    51
         Section 9.07.     Reference in Certificates to Supplemental Agreements.................................    51

ARTICLE X  AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS.....................................................    51
         Section 10.01.    Amendments and Supplements to Indentures and Financing Documents.....................    51



                                       ii
   5


SECTION                                                                                                            PAGE
                                                                                                                
ARTICLE XI  TERMINATION OF TRUST................................................................................    52
         Section 11.01.    Termination of the Trust.............................................................    52

ARTICLE XII  MISCELLANEOUS PROVISIONS...........................................................................    53
         Section 12.01.    Limitation on Rights of Certificateholders...........................................    53
         Section 12.02.    Certificates Nonassessable and Fully Paid............................................    53
         Section 12.03.    Notices..............................................................................    53
         Section 12.04.    Governing Law........................................................................    54
         Section 12.05.    Severability of Provisions...........................................................    54
         Section 12.06.    Trust Indenture Act Controls.........................................................    54
         Section 12.07.    Effect of Headings and Table of Contents.............................................    55
         Section 12.08.    Successors and Assigns...............................................................    55
         Section 12.09.    Benefits of Agreement................................................................    55
         Section 12.10.    Legal Holidays.......................................................................    55
         Section 12.11.    Counterparts.........................................................................    55
         Section 12.12.    Intention of Parties.................................................................    55


Exhibit A           -      Form of Certificate to Request Removal of Restricted Legend
Exhibit B           -      Form of Certificate to be Delivered by an Institutional Accredited
                           Investor



                                      iii
   6
                          PASS THROUGH TRUST AGREEMENT


                  This PASS THROUGH TRUST AGREEMENT, dated as of May 17, 2001
(the "Agreement"), between AMERICA WEST AIRLINES, INC., a Delaware corporation,
and WILMINGTON TRUST COMPANY, as Trustee, is made with respect to the formation
of America West Airlines Pass Through Trust, Series 2001-1D-S and the
$45,000,000 America West Airlines Pass Through Trust, Series 2001-1D-S Pass
Through Certificates representing fractional undivided interests in the Trust.

                                   WITNESSETH:

                  WHEREAS, the Company has obtained commitments from AVSA for
the delivery of certain Aircraft;

                  WHEREAS, as of the Transfer Date, the Company will have
financed (or refinanced) the acquisition of all or a portion of the Aircraft
either (i) through separate leveraged lease transactions in which the Company
will lease such aircraft (collectively, the "Leased Aircraft") or (ii) through
separate secured loan transactions in which the Company will own such Aircraft
(collectively, the "Owned Aircraft");

                  WHEREAS, as of the Transfer Date, in the case of each Leased
Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner
Participant, will have issued pursuant to an Indenture, on a non-recourse basis,
three series of Equipment Notes in order to finance a portion of its purchase
price of such Leased Aircraft;

                  WHEREAS, as of the Transfer Date, in the case of each Owned
Aircraft, the Company will have issued pursuant to an Indenture, on a recourse
basis, three series of Equipment Notes to finance a portion of the purchase
price of such Owned Aircraft;

                  WHEREAS, as of the Transfer Date, the Related Trustee will
assign, transfer and deliver all of such trustee's right, title and interest to
the trust property held by the Related Trustee to the Trustee pursuant to the
Assignment and Assumption Agreement;

                  WHEREAS, the Trustee, effective only, but automatically, upon
execution and delivery of the Assignment and Assumption Agreement, will be
deemed to have declared the creation of the Trust for the benefit of the
Certificateholders, and each holder of Certificates outstanding as of the
Transfer Date, as the grantors of the Trust, by their respective acceptances of
the Certificates, will join in the creation of this Trust with the Trustee;

                  WHEREAS, all Certificates deemed issued by the Trust will
evidence fractional undivided interests in the Trust and will convey no rights,
benefits or interests in respect of any property other than the Trust Property
except for those Certificates to which an Escrow Receipt (as defined below) has
been affixed;

                  WHEREAS, the Company has duly authorized the execution,
delivery and effectiveness of this Agreement as the "issuer", as such term is
defined in and solely for purposes of the Securities Act, of the Certificates
deemed to be issued pursuant hereto and as the
   7
                                       2


"obligor", as such term is defined in and solely for purposes of the Trust
Indenture Act of 1939, as amended, with respect to all such Certificates and is
undertaking to perform certain administrative and ministerial duties hereunder
and is also undertaking to pay the ongoing fees and expenses of the Trustee;

                  WHEREAS, upon the execution and delivery of the Assignment and
Assumption Agreement, all of the conditions and requirements necessary to make
this Agreement a valid, binding and legal instrument, enforceable in accordance
with its terms and for the purposes herein expressed, will have been done,
performed and fulfilled, and the execution and delivery of this Agreement in the
form and with the terms hereof will have been in all respects duly authorized;
and

                  WHEREAS, upon issuance of the Exchange Certificates, if any,
or the effectiveness of the Shelf Registration Statement, this Agreement, as
amended or supplemented from time to time, will be subject to the provisions of
the Trust Indenture Act of 1939, and shall, to the extent applicable, be
governed by such provisions;

                  NOW, THEREFORE, in consideration of the mutual agreements
herein contained, and of other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01. Definitions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms used in this Agreement, including in the
         recitals to this Agreement, that are defined in this Article have the
         meanings assigned to them in this Article, and include the plural as
         well as the singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, or by the rules
         promulgated under the Trust Indenture Act, have the meanings assigned
         to them therein;

                  (3) all references in this Agreement to designated "Articles",
         "Sections", "Subsections" and other subdivisions are to the designated
         Articles, Sections, Subsections and other subdivisions of this
         Agreement;

                  (4) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Agreement as a whole and not to
         any particular Article, Section, Subsection or other subdivision; and

                  (5) unless the context otherwise requires, whenever the words
         "including", "include" or "includes" are used herein, it shall be
         deemed to be followed by the phrase "without limitation".
   8
                                       3


                  Affiliate: Means, with respect to any specified Person, any
         other Person directly or indirectly controlling or controlled by or
         under direct or indirect common control with such Person. For the
         purposes of this definition, "control" means the power, directly or
         indirectly, to direct the management and policies of such Person,
         whether through the ownership of voting securities or by contract or
         otherwise, and the terms "controlling" and "controlled" have meanings
         correlative to the foregoing.

                  Agent Members: Has the meaning specified in Section 3.05.

                  Agreement: Has the meaning specified in the initial paragraph
         hereto.

                  Aircraft: Has the meaning specified in the Note Purchase
         Agreement.

                  Aircraft Purchase Agreement: Has the meaning specified in the
         Note Purchase Agreement.

                  Assignment and Assumption Agreement: Means the assignment and
         assumption agreement substantially in the form of Exhibit D to the
         Related Pass Through Trust Agreement to be executed and delivered in
         accordance with Section 11.01 of the Related Pass Through Trust
         Agreement.

                  Authorized Agent: Means any Paying Agent or Registrar for the
         Certificates.

                  Avoidable Tax: Means a state or local tax (i) upon (w) the
         Trust, (x) the Trust Property, (y) Certificateholders or (z) the
         Trustee for which the Trustee is entitled to seek reimbursement from
         the Trust Property, and (ii) which would be avoided if the Trustee were
         located in another state, or jurisdiction within a state, within the
         United States. A tax shall not be an Avoidable Tax if the Company or
         any Owner Trustee shall agree to pay, and shall pay, such tax.

                  AVSA: Means AVSA S.A.R.L., an affiliate of Airbus Industries.

                  Break Amount: Has the meaning specified in the Indentures.

                  Business Day: Means any day other than a Saturday, a Sunday or
         a day on which commercial banks are required or authorized to close in
         Phoenix, Arizona, New York, New York, Wilmington, Delaware or, so long
         as any Certificate is outstanding, the city and state in which the
         Trustee or any Loan Trustee maintains its Corporate Trust Office or
         receives and disburses funds.

                  Certificate: Means any one of the Initial Certificates or
         Exchange Certificates issued by the Related Trust and that are
         "Outstanding" (as defined in the Related Pass Through Trust Agreement)
         as of the Transfer Date (the "Transfer Date Certificates") and any such
         Initial Certificates or Exchange Certificates issued in exchange
         therefor or replacement thereof pursuant to this Agreement.

                  Certificate Account: Means the account or accounts created and
         maintained pursuant to Section 4.01(a).
   9
                                       4


                  Certificate Purchase Agreement: Means the Purchase Agreement
         dated May 10, 2001 among the Initial Purchasers and the Company, as the
         same may be amended, supplemented or otherwise modified from time to
         time in accordance with its terms.

                  Certificateholder or Holder: Means the Person in whose name a
         Certificate is registered in the Register.

                  Clearstream: Means Clearstream Banking, societe anonyme,
         organized under Luxembourg law (formerly known as Cedelbank) or any
         successor thereto.

                  Class C Certificateholder: Has the meaning specified in the
         Intercreditor Agreement.

                  Class C Certificates: Has the meaning specified in the
         Intercreditor Agreement.

                  Class C Trust Agreement: Has the meaning specified in the
         Intercreditor Agreement.

                  Class C Trustee: Has the meaning specified in the
         Intercreditor Agreement.

                  Class G Certificateholder: Has the meaning specified in the
         Intercreditor Agreement.

                  Class G Certificates: Has the meaning specified in the
         Intercreditor Agreement.

                  Class G Trust Agreement: Has the meaning specified in the
         Intercreditor Agreement.

                  Class G Trustee: Has the meaning specified in the
         Intercreditor Agreement.

                  Company: Means America West Airlines, Inc., a Delaware
         corporation, or its successor in interest pursuant to Section 5.02, or
         (only in the context of provisions hereof, if any, where such reference
         is required for purposes of compliance with the Trust Indenture Act)
         any other "obligor" (within the meaning of the Trust Indenture Act)
         with respect to the Certificates.

                  Controlling Party: Has the meaning specified in the
         Intercreditor Agreement.

                  Corporate Trust Office: With respect to the Trustee or any
         Loan Trustee, means the office of such trustee in the city at which at
         any particular time its corporate trust business shall be principally
         administered.

                  Definitive Certificates: Has the meaning specified in Section
         3.01(e).

                  Delivery Date: Has the meaning specified in the Note Purchase
         Agreement.

                  Delivery Period Termination Date: Has the meaning specified in
         the Related Pass Through Trust Agreement.
   10
                                       5


                  Deposits: Has the meaning specified in the Deposit Agreement.

                  Deposit Agreement: Means the Deposit Agreement dated as of May
         17, 2001 relating to the Certificates between the Depositary and the
         Escrow Agent, as the same may be amended, supplemented or otherwise
         modified from time to time in accordance with its terms.

                  Depositary: Means Citibank, N.A.

                  Direction: Has the meaning specified in Section 1.04(a).

                  Distribution Date: Means any Regular Distribution Date or
         Special Distribution Date as the context requires.

                  DTC: Means The Depository Trust Company, its nominees and
         their respective successors.

                  EBO Date: Means the date set forth on Schedule 1 to the Lease
         as the "EBO Date".

                  Equipment Notes: Means the equipment notes issued under the
         Indentures.

                  ERISA: Means the Employee Retirement Income Security Act of
         1974, as amended from time to time, or any successor federal statute.

                  ERISA Legend: Has the meaning specified in Section 3.12.

                  Escrow Agent: Means, initially, Wilmington Trust Company, and
         any replacement or successor therefor appointed in accordance with the
         Escrow Agreement.

                  Escrow Agreement: Means the Escrow and Paying Agent Agreement
         dated as of May 17, 2001 relating to the Certificates, among the Escrow
         Agent, the Escrow Paying Agent, the Related Trustee (and after the
         Transfer Date, the Trustee) and the Initial Purchasers, as the same may
         be amended, supplemented or otherwise modified from time to time in
         accordance with its terms.

                  Escrow Paying Agent: Means the Person acting as paying agent
         under the Escrow Agreement.

                  Escrow Receipt: Means the receipt substantially in the form
         annexed to the Escrow Agreement representing a fractional undivided
         interest in the funds held in escrow thereunder.

                  Euroclear: Means Morgan Guaranty Trust Company of New York,
         Brussels Office, as operator of the Euroclear System.

                  Event of Default: Means an Indenture Default under any
         Indenture pursuant to which Equipment Notes held by the Trust were
         issued.
   11
                                       6


                  Exchange Certificates: Means the pass through certificates
         issued in exchange for the Initial Certificates pursuant to the
         Registration Rights Agreement and authenticated under the Related Pass
         Through Trust Agreement (prior to the Transfer Date) or hereunder
         (after the Transfer Date).

                  Exchange Offer: Means the exchange offer which may be made
         pursuant to the Registration Rights Agreement to exchange Initial
         Certificates for Exchange Certificates.

                  Exchange Offer Registration Statement: Means the registration
         statement that, pursuant to the Registration Rights Agreement, is filed
         by the Company with the SEC with respect to the exchange of Initial
         Certificates for Exchange Certificates.

                  Final Legal Distribution Date: Means October 2, 2005.

                  Final Withdrawal: Has the meaning specified in the Escrow
         Agreement.

                  Final Withdrawal Date: Has the meaning specified in the Escrow
         Agreement.

                  Financing Documents: With respect to any Equipment Note, means
         (i) the Indenture and the Participation Agreement relating to such
         Equipment Note, and (ii) in the case of any Equipment Note related to a
         Leased Aircraft, the Lease relating to such Leased Aircraft.

                  Fractional Undivided Interest: Means the fractional undivided
         interest in the Trust that is evidenced by a Certificate.

                  Global Certificates: Has the meaning specified in Section
         3.01(d).

                  Global Exchange Certificate: Has the meaning specified in
         Section 3.01(f).

                  Indenture: Means each of the separate trust indentures and
         mortgages relating to the Aircraft, each as specified or described in a
         Delivery Notice delivered pursuant to the Note Purchase Agreement or
         the related Participation Agreement, in each case as the same may be
         amended, supplemented or otherwise modified from time to time in
         accordance with its terms.

                  Indenture Default: With respect to any Indenture, means any
         Event of Default (as such term is defined in such Indenture).

                  Interest Period: Means the period commencing on and including
         the Issuance Date and ending on but excluding the next succeeding
         Regular Distribution Date, and thereafter, each successive period
         commencing on and including the last day of the immediately preceding
         Regular Distribution Date and ending on but excluding the next
         succeeding Regular Distribution Date.

                  Initial Certificates: Means the "Initial Certificates" issued
         and authenticated under the Related Pass Through Trust Agreement, and
         any certificates issued and
   12
                                       7


         authenticated thereunder substantially in the form of Exhibit A thereto
         other than the Exchange Certificates.

                  Initial Purchasers: Means Salomon Smith Barney Inc., Deutsche
         Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital
         Markets, Inc. and Tokyo-Mitsubishi International plc.

                  Institutional Accredited Investor: Means an institutional
         investor that is an "accredited investor" within the meaning set forth
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act.

                  Intercreditor Agreement: Means the Intercreditor Agreement
         dated as of May 17, 2001 among the Related Trustee (and after the
         Transfer Date, the Trustee), the Related Other Trustees (and after the
         Transfer Date, the Other Trustees), the Liquidity Provider, the
         liquidity provider relating to the Certificates issued under (and as
         defined in) the Related Other Pass Through Trust Agreements, the Policy
         Provider and Wilmington Trust Company, as Subordination Agent and as
         trustee thereunder, as amended, supplemented or otherwise modified from
         time to time in accordance with its terms.

                  Investors: Means the Initial Purchasers together with all
         subsequent beneficial owners of the Certificates.

                  Issuance Date: Means the date of the issuance of the Initial
         Certificates.

                  Lease: Means, with respect to each Leased Aircraft, the lease
         between an Owner Trustee, as the lessor, and the Company, as the
         lessee, referred to in the related Indenture, as such lease may be
         amended, supplemented or otherwise modified in accordance with its
         terms.

                  Leased Aircraft: Has the meaning specified in the second
         recital to this Agreement.

                  Liquidity Provider: Means, initially, Westdeutsche Landesbank
         Girozentrale, and any replacement or successor therefor appointed in
         accordance with the Intercreditor Agreement.

                  Loan Trustee: With respect to any Equipment Note or the
         Indenture applicable thereto, means the bank or trust company
         designated as trustee under such Indenture, together with any successor
         to such trustee appointed pursuant thereto.

                  Material Adverse Tax Event: Has the meaning specified in
         Section 17.3(a)(4) of the Lease.

                  Non-U.S. Person: Means a Person that is not a "U.S. person",
         as defined in Regulation S.

                  Note Purchase Agreement: Means the Note Purchase Agreement
         dated as of May 17, 2001 among the Related Trustee (and after the
         Transfer Date, the Trustee), the
   13
                                       8


         Related Other Trustees (and after the Transfer Date, the Other
         Trustees), the Company, the Escrow Agent, the Escrow Paying Agent and
         the Subordination Agent, as the same may be amended, supplemented or
         otherwise modified from time to time, in accordance with its terms.

                  Offering Circular: Means the Offering Memorandum dated May 10,
         2000 relating to the offering of the Certificates and the other
         certificates issued under the Related Other Pass Through Trust
         Agreements.

                  Officer's Certificate: Means a certificate signed, (a) in the
         case of the Company, by any Vice President or more senior officer of
         the Company or, (b) in the case of an Owner Trustee or a Loan Trustee,
         a Responsible Officer of such Owner Trustee or such Loan Trustee, as
         the case may be.

                  Opinion of Counsel: Means a written opinion of legal counsel
         who (a) in the case of counsel for the Company may be (i) the General
         Counsel of the Company, (ii) Cooley Godward LLP, (iii) Vedder, Price,
         Kaufman & Kammholz LLP, or (iv) such other counsel designated by the
         Company and reasonably acceptable to the Trustee and (b) in the case of
         counsel for any Owner Trustee or any Loan Trustee may be such counsel
         as may be designated by any of them whether or not such counsel is an
         employee of any of them, and who shall be reasonably acceptable to the
         Trustee.

                  Other Pass Through Trust Agreements: Means the other America
         West Airlines 2001-1 Pass Through Trust Agreements relating to the
         America West Airlines Pass Through Trust, Series 2001-1G-S and the
         America West Airlines Pass Through Trust, Series 2001-1C-S, dated the
         date hereof.

                  Other Trustees: Means the trustee under the Other Pass Through
         Trust Agreements, and any successor or other trustee appointed as
         provided therein.

                  Other Trusts: Means the America West Airlines Pass Through
         Trust, Series 2001-1G-S and the America West Airlines Pass Through
         Trust, Series 2001-1C-S, created under the Other Pass Through Trust
         Agreements.

                  Outstanding: When used with respect to Certificates, means, as
         of the date of determination, all Transfer Date Certificates, and all
         other Certificates theretofore authenticated and delivered under this
         Agreement, in each case except:

                           (i) Certificates theretofore canceled by the
                  Registrar or delivered to the Trustee or the Registrar for
                  cancellation;

                           (ii) Certificates for which money in the full amount
                  required to make the final distribution with respect to such
                  Certificates pursuant to Section 11.01 hereof has been
                  theretofore deposited with the Trustee in trust for the
                  Holders of such Certificates as provided in Section 4.01
                  pending distribution of such money to such Certificateholders
                  pursuant to payment of such final distribution; and
   14
                                       9


                           (iii) Certificates in exchange for or in lieu of
                  which other Certificates have been authenticated and delivered
                  pursuant to this Agreement.

                  Owned Aircraft: Has the meaning specified in the second
         recital to this Agreement.

                  Owner Participant: With respect to any Equipment Note relating
         to a Leased Aircraft, means the "Owner Participant" as referred to in
         the Indenture pursuant to which such Equipment Note is issued and any
         permitted successor or assign of such Owner Participant; and Owner
         Participants at any time of determination means all of the Owner
         Participants thus referred to in the Indentures.

                  Owner Trustee: With respect to any Equipment Note relating to
         a Leased Aircraft, means the "Owner Trustee", as referred to in the
         Indenture pursuant to which such Equipment Note is issued, not in its
         individual capacity but solely as trustee; and Owner Trustees means all
         of the Owner Trustees party to any of the Indentures.

                  Participation Agreement: Means each Participation Agreement to
         be entered into by the Related Trustee pursuant to the Note Purchase
         Agreement, as the same may be amended, supplemented or otherwise
         modified in accordance with its terms.

                  Paying Agent: Means the paying agent maintained and appointed
         for the Certificates pursuant to Section 7.12.

                  Payment Date: Means April 2 and October 2 commencing on or
         after October 2, 2001.

                  Permitted Investments: Means obligations of the United States
         of America or agencies or instrumentalities thereof for the payment of
         which the full faith and credit of the United States of America is
         pledged, maturing in not more than 60 days after the date of
         acquisition thereof or such lesser time as is required for the
         distribution of any Special Payments on a Special Distribution Date.

                  Person: Means any person, including any individual,
         corporation, limited liability company, partnership, joint venture,
         association, joint-stock company, trust, trustee, unincorporated
         organization, or government or any agency or political subdivision
         thereof.

                  Policy: Has the meaning specified in the Intercreditor
         Agreement.

                  Policy Provider: Has the meaning specified in the
         Intercreditor Agreement.

                  Policy Provider Agreement: Has the meaning specified in the
         Intercreditor Agreement.

                  Policy Provider Default: Has the meaning specified in the
         Intercreditor Agreement.
   15
                                       10


                  Pool Balance: Means, as of any date, (i) the original
         aggregate face amount of the "Certificates" as defined in the Related
         Pass Through Trust Agreement, less (ii) the aggregate amount of all
         payments made in respect of such Certificates other than payments made
         in respect of interest, Break Amount or premium thereon or
         reimbursement of any costs or expenses incurred in connection
         therewith. The Pool Balance as of any Distribution Date shall be
         computed after giving effect to the payment of principal, if any, on
         the Equipment Notes or other Trust Property held in such Trust and the
         distribution thereof to be made on such Distribution Date and the
         distribution of the Final Withdrawal to be made on such Distribution
         Date.

                  Pool Factor: Means, as of any date, the quotient (rounded to
         the seventh decimal place) computed by dividing (i) the Pool Balance as
         at such date by (ii) the original aggregate face amount of the
         "Certificates" as defined in the Related Pass Through Trust Agreement.
         The Pool Factor as of any Distribution Date shall be computed after
         giving effect to the payment of principal, if any, on the Equipment
         Notes or other Trust Property and the distribution thereof to be made
         on such Distribution Date and the distribution of the Final Withdrawal
         to be made on such Distribution Date.

                  PTC Event of Default: Means any failure to pay within 10
         Business Days of the due date thereof: (i) the outstanding Pool Balance
         on the Final Legal Distribution Date or (ii) interest due on the
         Certificates on any Distribution Date (unless the Subordination Agent
         shall have made an Interest Drawing or Drawings (as defined in the
         Intercreditor Agreement), or a withdrawal or withdrawals pursuant to
         Section 3.6(f) of the Intercreditor Agreement, with respect thereto in
         an aggregate amount sufficient to pay such interest and shall have
         distributed such amount to the Trustee).

                  QIB: Means a qualified institutional buyer as defined in Rule
         144A.

                  Record Date: Means (i) for Scheduled Payments to be
         distributed on any Regular Distribution Date, other than the final
         distribution, the 15th day (whether or not a Business Day) preceding
         such Regular Distribution Date, and (ii) for Special Payments to be
         distributed on any Special Distribution Date, other than the final
         distribution, the 15th day (whether or not a Business Day) preceding
         such Special Distribution Date.

                  Register and Registrar: Mean the register maintained and the
         registrar appointed pursuant to Sections 3.04 and 7.12.

                  Registration Event: Means the declaration of the effectiveness
         by the SEC of the Exchange Offer Registration Statement or the Shelf
         Registration Statement.

                  Registration Rights Agreement: Means the Exchange and
         Registration Rights Agreement dated as of May 17, 2001, among the
         Initial Purchasers, the Related Trustee (and after the Transfer Date,
         the Trustee), the Related Other Trustees (and after the Transfer Date,
         the Other Trustees) and the Company, as amended, supplemented or
         otherwise modified from time to time in accordance with its terms.

                  Regular Distribution Date: With respect to distributions of
         Scheduled Payments in respect of the Certificates, means each date
         designated as a Regular Distribution Date
   16
                                       11


         in the Certificates issued pursuant to this Agreement, until payment of
         all the Scheduled Payments to be made under the Equipment Notes held in
         the Trust have been made; provided, however, that, if any such day
         shall not be a Business Day, the related distribution shall be made on
         the next succeeding Business Day without additional interest.

                  Regulation S: Means Regulation S under the Securities Act or
         any successor regulation thereto.

                  Regulation S Definitive Certificates: Has the meaning
         specified in Section 3.01(e).

                  Regulation S Global Certificates: Has the meaning specified in
         Section 3.01(d).

                  Related Other Pass Through Trust Agreements: Means the "Other
         Pass Through Trust Agreements" as defined in the Related Pass Through
         Trust Agreement.

                  Related Other Trustees: Means the "Other Trustees" as defined
         in the Related Pass Through Trust Agreement.

                  Related Other Trust: Means the "Other Trusts" as defined in
         the Related Pass Through Trust Agreement.

                  Related Pass Through Trust Agreement: Means the Pass Through
         Trust Agreement relating to the America West Airlines Pass Through
         Trust, Series 2001-1D-O, dated as of the date hereof, between the
         Company and the institution acting as trustee thereunder, as amended,
         supplemented or otherwise modified from time to time in accordance with
         its terms.

                  Related Trust: Means the America West Pass Through Trust,
         Series 2001-1D-O, formed under the Related Pass Through Trust
         Agreement.

                  Related Trustee: Means the trustee under the Related Pass
         Through Trust Agreement.

                  Responsible Officer: With respect to the Trustee, any Loan
         Trustee and any Owner Trustee, means any officer in the Corporate Trust
         Office of the Trustee, Loan Trustee or Owner Trustee or any other
         officer customarily performing functions similar to those performed by
         the persons who at the time shall be such officers, respectively, or to
         whom any corporate trust matter is referred because of his knowledge of
         and familiarity with a particular subject.

                  Restricted Definitive Certificates: Has the meaning specified
         in Section 3.01(e).

                  Restricted Global Certificate: Has the meaning specified in
         Section 3.01(c).

                  Restricted Legend: Has the meaning specified in Section 3.02.
   17
                                       12


                  Restricted Period: Has the meaning specified in Section
         3.01(d).

                  Rule 144A: Means Rule 144A under the Securities Act and any
         successor rule thereto.

                  Scheduled Payment: With respect to any Equipment Note, means
         any payment of principal or interest on or in respect of such Equipment
         Note (other than any such payment which is not in fact received by the
         Subordination Agent within five days of the date on which such payment
         is scheduled to be made) due from the obligor thereon, which payment
         represents the installment of principal at the stated maturity of such
         installment of principal on such Equipment Note, the payment of
         regularly scheduled interest accrued on the unpaid principal amount of
         such Equipment Note, or both; provided that any payment of principal,
         premium, if any, interest or Break Amount, if any, resulting from the
         redemption or purchase of any Equipment Note shall not constitute a
         Scheduled Payment.

                  SEC: Means the Securities and Exchange Commission, as from
         time to time constituted or created under the United States Securities
         Exchange Act of 1934, as amended, or, if at any time after the
         execution of this instrument such Commission is not existing and
         performing the duties now assigned to it under the Trust Indenture Act,
         then the body performing such duties on such date.

                  Securities Act: Means the United States Securities Act of
         1933, as amended from time to time, or any successor thereto.

                  Shelf Registration Statement: Means the shelf registration
         statement which may be required to be filed by the Company with the SEC
         pursuant to any Registration Rights Agreement, other than an Exchange
         Offer Registration Statement.

                  Six-Month LIBOR: Has the meaning specified in the Deposit
         Agreement and the Indentures.

                  Special Distribution Date: Means each date on which a Special
         Payment is to be distributed as specified in this Agreement; provided,
         however, that, if any such day shall not be a Business Day, the related
         distribution shall be made on the next succeeding Business Day without
         additional interest.

                  Special Redemption Premium: Means the premium or other amounts
         payable by the Company in respect of the Final Withdrawal pursuant to
         the Note Purchase Agreement.

                  Special Payment: Means any payment (other than a Scheduled
         Payment) in respect of, or any proceeds of, any Equipment Note or Trust
         Indenture Estate (as defined in each Indenture) or Special Redemption
         Premium.

                  Special Payments Account: Means the account or accounts
         created and maintained pursuant to Section 4.01(b).
   18
                                       13


                  Subordination Agent: Has the meaning specified in the
         Intercreditor Agreement.

                  Substitute Aircraft: Has the meaning specified in the Note
         Purchase Agreement.

                  Tax: Means all license, recording, documentary, registration
         and other similar fees and all taxes, levies, imposts, duties, charges,
         assessments or withholdings of any nature whatsoever imposed by any
         Taxing Authority, together with any penalties, additions to tax, fines
         or interest thereon or additions thereto.

                  Taxing Authority: Means any federal, state or local government
         or other taxing authority in the United States, any foreign government
         or any political subdivision or taxing authority thereof, any
         international taxing authority or any territory or possession of the
         United States or any taxing authority thereof.

                  Transfer Date: Means the moment of execution and delivery of
         the Assignment and Assumption Agreement by each of the parties thereto.

                  Transfer Date Certificates: Has the meaning specified in the
         definition of "Certificates".

                  Trust: Means the trust created by this Agreement, the estate
         of which consists of the Trust Property.

                  Trust Indenture Act: Means the United States Trust Indenture
         Act of 1939, as amended from time to time, or any successor thereto.

                  Trust Property: Means (i) the Equipment Notes held as the
         property of the Trust and, subject to the Intercreditor Agreement, all
         monies at any time paid thereon and all monies due and to become due
         thereunder, (ii) funds from time to time deposited in the Certificate
         Account and the Special Payments Account and, subject to the
         Intercreditor Agreement, any proceeds from the sale by the Trustee
         pursuant to Article VI hereof of any Equipment Note and (iii) all
         rights of the Trust and the Trustee, on behalf of the Trust, under the
         Intercreditor Agreement, the Escrow Agreement and the Note Purchase
         Agreement, including, without limitation, all rights to receive certain
         payments thereunder, and all monies paid to the Trustee on behalf of
         the Trust pursuant to the Intercreditor Agreement, provided, that
         rights with respect to the Deposits or under the Escrow Agreement,
         except for the right to direct withdrawals for the purchase of
         Equipment Notes to be held in the Related Pass Through Trust Agreement,
         will not constitute Trust Property.

                  Trustee: Means Wilmington Trust Company, or its successor in
         interest, and any successor or other trustee appointed as provided
         herein.

                  Trustee's Lien: Has the meaning specified in Section 7.17.

                  Unindemnified Tax: Means (i) any Tax imposed on the net
         income, net worth or capital, or any franchise Tax or similar doing
         business Tax, of the Pass Through Trustee (other than any such Tax
         imposed as a result of the Company's assumption of the
   19
                                       14


         Equipment Notes pursuant to the purchase of an aircraft on an EBO Date
         or a Material Adverse Tax Event), (ii) any withholding Tax imposed by
         the United States (including, without limitation, any withholding Tax
         imposed by the United States which is imposed or increased as a result
         of the Pass Through Trustee failing to deliver to the Company any
         certificate or document necessary to establish that payments under this
         Agreement are exempt from withholding Tax), and (iii) any Avoidable
         Tax.

                  Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request,
no additional certificate or opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(e)) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions in
         this Agreement relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

                  Section 1.03. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters and any such Person may certify or give an opinion
as to such matters in one or several documents.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Agreement
   20
                                       15


or, in respect of the Certificates, this Agreement, they may, but need not, be
consolidated and form one instrument.

                  Section 1.04. Directions of Certificateholders. (a) Any
direction, consent, request, demand, authorization, notice, waiver or other
action provided by this Agreement to be given or taken by Certificateholders (a
"Direction") may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Certificateholders in person or by an
agent or proxy duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required pursuant to this Agreement, to the Company or any Loan Trustee. Proof
of execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, the Company and any Loan Trustee, if made in the manner
provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or such other officer and where
such execution is by an officer of a corporation or association or a member of a
partnership, on behalf of such corporation, association or partnership, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other reasonable manner which the Trustee deems sufficient.

                  (c)      In determining whether the Certificateholders of the
requisite Fractional Undivided Interests of Certificates Outstanding have given
any Direction under this Agreement, Certificates owned by the Company or any
Affiliate thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination. In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates Outstanding,
such Certificates shall not be so disregarded, and (ii) if any amount of
Certificates so owned by any such Person have been pledged in good faith, such
Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company or any Affiliate thereof.

                  (d)      For all purposes of this Agreement, all Initial
Certificates constituting Certificates and all Exchange Certificates
constituting Certificates shall vote and take all other actions of
Certificateholders together as one series of Certificates.

                  (e)      The Company may at its option, by delivery of an
Officer's Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than 30
days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed,
   21
                                       16


such Direction may be given before or after such record date, but only the
Certificateholders of record at the close of business on such record date shall
be deemed to be Certificateholders for the purposes of determining whether
Certificateholders of the requisite proportion of Outstanding Certificates have
authorized or agreed or consented to such Direction, and for that purpose the
Outstanding Certificates shall be computed as of such record date; provided that
no such Direction by the Certificateholders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Agreement not later than one year after such record date.

                  (f)      Any Direction by the Holder of any Certificate shall
bind the Holder of every Certificate issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such Direction
is made upon such Certificate.

                  (g)      Except as otherwise provided in Section 1.04(c),
Certificates owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority, or distinction as among all of the Certificates.


                                   ARTICLE II

                          ACQUISITION OF TRUST PROPERTY

                  Section 2.01. Acquisition of Trust Property. (a) The Trustee
is hereby irrevocably authorized and directed to execute and deliver the
Assignment and Assumption Agreement on the date specified in Section 11.01 of
the Related Pass Through Trust Agreement, subject only to the satisfaction of
the conditions to such execution set forth in said Section 11.01. This Agreement
(except only for the immediately preceding sentence hereof, which is effective
upon execution and delivery hereof) shall become effective upon the execution
and delivery of the Assignment and Assumption Agreement by the Trustee and the
Related Trustee, automatically and without any further signature or action on
the part of the Company and the Trustee, and shall thereupon constitute the
legal, valid and binding obligation of the parties hereto enforceable against
each of the parties hereto in accordance with its terms. Upon such execution and
delivery of the Assignment and Assumption Agreement, the Related Trust shall be
terminated, the Certificateholders shall receive beneficial interests in the
Trust in exchange for their interests in the Related Trust equal to their
respective beneficial interests in the Related Trust and the "Outstanding" (as
defined in the Related Pass Through Trust Agreement) pass through certificates
representing fractional undivided interests in the Related Trust shall be deemed
for all purposes of this Agreement and the Related Pass Through Trust Agreement,
without further signature or action of any party or Certificateholder, to be
Certificates representing the same Fractional Undivided Interests in the Trust
and the Trust Property. By acceptance of its Certificate, each Certificateholder
consents to and ratifies such assignment, transfer and delivery of the trust
property of the Related Trust to the Trustee upon the execution and delivery of
the Assignment and Assumption Agreement.

                  Section 2.02. Acceptance by the Trustee. The Trustee, upon the
execution and delivery of the Assignment and Assumption Agreement, acknowledges
its acceptance of all right, title and interest in and to the Trust Property and
declares that the Trustee holds and will hold such right, title and interest for
the benefit of all then present and future Certificateholders,
   22
                                       17


upon the trusts herein set forth. Subject to Section 7.14, the Trustee shall
take all actions reasonably necessary to maintain the registration of all such
Equipment Notes in the name of the Subordination Agent. By the acceptance of
each Certificate issued to it under the Related Pass Through Trust Agreement and
deemed issued under this Agreement, each holder of any such Certificate as
grantor of the Trust thereby joins in the creation and declaration of the Trust.

                  Section 2.03. Limitation of Powers. The Trust is constituted
solely for the purpose of making the investment in the Equipment Notes, and,
except as set forth herein, the Trustee shall not be authorized or empowered to
acquire any other investments or engage in any other activities including
without limitation purchasing any Equipment Note issued in connection with the
redemption of outstanding Equipment Notes under any Indenture and, in
particular, the Trustee shall not be authorized or empowered to do anything that
would cause such Trust to fail to qualify as a "grantor trust" for federal
income tax purposes (including as subject to this restriction, acquiring any
Aircraft (as defined in the respective Indentures) by bidding such Equipment
Notes or otherwise, or taking any action with respect to any such Aircraft once
acquired).


                                   ARTICLE III

                                THE CERTIFICATES

                  Section 3.01. Title, Form, Denomination and Execution of
Certificates. (a) The Initial Certificates constituting Certificates shall be
known as the "Initial Pass Through Certificates, Series 2001-1D-S" and the
Exchange Certificates constituting Certificates shall be known as the "Exchange
Pass Through Certificates, Series 2001-1D-S", in each case, of the Trust. Each
Certificate will represent a fractional undivided interest in the Trust and
shall be substantially in the form set forth as Exhibit A to the Related Pass
Through Trust Agreement, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Related
Pass Through Trust Agreement or this Agreement, as the case may be, or as the
Trustee may deem appropriate to reflect the fact that the Certificates are being
issued hereunder as opposed to the Related Pass Through Trust Agreement, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or officer's execution of the Certificates (provided that such
letters, numbers or other marks of identification and such legends or
endorsements are in a form acceptable to the Company). At the Escrow Agent's
request under the Escrow Agreement, the Trustee shall affix the corresponding
Escrow Receipt to any Certificate issued hereunder. Any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
Certificate shall be permitted unless the corresponding Escrow Receipt is
attached thereto and also is so transferred or exchanged. By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.

                  (b)      The Initial Certificates shall be issued only in
fully registered form without coupons and only in denominations of $100,000 or
integral multiples of $1,000 in excess
   23
                                       18


thereof, except that one Certificate may be issued in a different denomination.
The Exchange Certificates will be issued in denominations of $1,000 or integral
multiples thereof, except that one Certificate may be issued in a different
denomination. Each Certificate shall be dated the date of its authentication.
The aggregate Fractional Undivided Interest of Certificates shall not at any
time exceed $$45,000,000.

                  (c)      The Initial Certificates offered and sold in reliance
on Rule 144A shall be in the form of one or more Global Certificates
substantially in the form of Exhibit A to the Related Pass Through Trust
Agreement with such applicable legends as are provided for in Section 3.02 (each
a "Restricted Global Certificate"). Such Restricted Global Certificates shall be
in registered form and be registered in the name of a nominee of DTC and
deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC.
The aggregate principal amount of any Restricted Global Certificate may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for DTC for such Restricted Global Certificate, as
provided in Section 3.06 hereof, which adjustments shall be conclusive as to the
aggregate principal amount of any such Global Certificate.

                  (d)      The Initial Certificates offered and sold outside the
United States in reliance on Regulation S shall be in the form of one or more
global Certificates substantially in the form of Exhibit A to the Related Pass
Through Trust Agreement (each a "Regulation S Global Certificate"). Such
Regulation S Global Certificates shall be in registered form and be registered
in the name of a nominee of DTC and deposited with the Trustee, at its Corporate
Trust Office, as custodian for DTC, for credit initially and during the
Restricted Period (hereinafter defined) to the respective accounts of beneficial
owners of such Certificates (or to such other accounts as they may direct) at
Morgan Guaranty Trust Company of New York, Brussels office, as operator of
Euroclear or Clearstream. As used herein, the term "Restricted Period", with
respect to the Regulation S Global Certificates offered and sold in reliance on
Regulation S, means the period of 40 consecutive days beginning on and including
the later of (i) the day on which the "Certificates" (as defined in the Related
Pass Through Trust Agreement) are first offered to persons other than
distributors (as defined in Regulation S) in reliance on Regulation S and (ii)
the date of the closing of the offering under the Certificate Purchase
Agreement. The aggregate principal amount of any Regulation S Global Certificate
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for DTC for such Global Certificate, as
provided in Section 3.06 hereof, which adjustments shall be conclusive as to the
aggregate principal amount of any such Global Certificate. The Restricted Global
Certificate and Regulation S Global Certificate are sometimes collectively
referred to herein as the "Global Certificates".

                  (e)      Initial Certificates offered and sold to any
Institutional Accredited Investor which is not a QIB in a transaction exempt
from registration under the Securities Act (and other than as described in
Section 3.01(d)) shall be substantially in the form of Exhibit A to the Related
Pass Through Trust Agreement in definitive, fully registered form without
interest coupons with such applicable legends as are provided for in Section
3.02 (the "Restricted Definitive Certificates"). Certificates issued pursuant to
Section 3.05(b) in exchange for interests in a Regulation S Global Certificate
shall be issued in definitive, fully registered form without interest coupons
(the "Regulation S Definitive Certificates"). The Restricted Definitive
   24
                                       19


Certificates and the Regulation S Definitive Certificates are sometimes
collectively referred to herein as the "Definitive Certificates".

                  (f)      The Exchange Certificates exchanged for Initial
Certificates under the Related Pass Through Trust Agreement shall be in the form
of one or more global Certificates substantially in the form of Exhibit A
thereto (each, a "Global Exchange Certificate"). Exchange Certificates issued
under this Trust shall be in the form of one or more global certificates
substantially in the form of Exhibit A to the Related Pass Through Trust
Agreement, except that (i) the Restricted Legend (hereinafter defined) shall be
omitted and (ii) such Exchange Certificates shall contain such appropriate
insertions, omissions, substitutions and other variations from the form set
forth in Exhibit A to the Related Pass Through Trust Agreement relating to the
nature of the Exchange Certificates or to reflect the fact that the Certificates
are being issued hereunder as opposed to the Related Pass Through Trust
Agreement, as the Responsible Officer of the Trustee executing such Exchange
Certificates on behalf of the Trust may determine, as evidenced by such
officer's execution on behalf of the Trust of such Exchange Certificates. Such
Global Exchange Certificates shall be in registered form and be registered in
the name of DTC and deposited with the Trustee, at its Corporate Trust Office,
as custodian for DTC. The aggregate principal amount of any Global Exchange
Certificate may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for DTC for such Global Exchange
Certificate, which adjustments shall be conclusive as to the aggregate principal
amount of any such Global Exchange Certificate. Subject to clause (i) and (ii)
of the second sentence of this Section 3.01(f), the terms hereof applicable to
Restricted Global Certificates and/or Global Certificates shall apply to the
Global Exchange Certificates, mutatis mutandis.

                  (g)      The Definitive Certificates shall be in registered
form and shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the officers executing such Certificates, as evidenced by their
execution of such Certificates.

                  Section 3.02. Restrictive Legends. All Initial Certificates
issued for resale pursuant to Rule 144A or offered and sold to any Institutional
Accredited Investor which is not a QIB (including any Global Certificate issued
upon registration of transfer, in exchange for or in lieu of such Certificates)
shall be "Restricted Certificates" and shall bear a legend to the following
effect (the "Restricted Legend") unless the Company and the Trustee determine
otherwise consistent with applicable law:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
   25
                                       20


         INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
         CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
         UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS
         AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE
         LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES,
         INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR
         OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO AMERICA WEST
         AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
         WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES
         IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
         SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
         PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS
         CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS
         TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
         CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER
         THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE
         ON WHICH THIS CERTIFICATE WAS HELD BY AMERICA WEST AIRLINES, INC., THE
         TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK
         THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
         MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS
         USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND
         "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
         SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION
         REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
         CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

  Each Global Certificate shall bear the following legend on the face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
         AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
         REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
         HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
   26
                                       21


         TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH
         TRUST AGREEMENT REFERRED TO HEREIN.

                  Section 3.03. Authentication of Certificates. (a) No
Certificate shall be entitled to any benefit under this Agreement or be valid or
obligatory for any purpose, unless there appears on such Certificate a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

                  (b)      Certificates bearing the manual or facsimile
signature of an individual who was, at the time when such signature was affixed,
authorized to sign on behalf of the Trustee shall be valid and binding
obligations of the Trust notwithstanding that such individual has ceased to be
so authorized prior to the authentication and delivery of such Certificates or
did not hold such office on the date of such Certificates.

                  Section 3.04. Transfer and Exchange. The Trustee shall cause
to be kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") of the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of such Certificates and of transfers and
exchanges of such Certificates as herein provided. The Trustee shall initially
be the registrar (the "Registrar") for the purpose of registering such
Certificates and transfers and exchanges of such Certificates as herein
provided. The Company, upon notice to the Trustee, may change the Registrar at
any time.

                  All Certificates issued upon any registration of transfer or
exchange of Certificates shall be valid obligations of the Trust, evidencing the
same interest therein, and entitled to the same benefits under this Agreement,
as the Certificates surrendered upon such registration of transfer or exchange.

                  A Certificateholder may transfer a Certificate, or request
that a Certificate be exchanged for Certificates in an aggregate Fractional
Undivided Interest equal to the Fractional Undivided Interest of such
Certificate surrendered for exchange of other authorized denominations, by
surrender of such Certificate to the Trustee with the form of transfer notice
thereon duly completed and executed, and otherwise complying with the terms of
this Agreement, including providing evidence of compliance with any restrictions
on transfer, in form satisfactory to the Trustee and the Registrar; provided
that no exchanges of Initial Certificates for Exchange Certificates shall occur
until an Exchange Offer Registration Statement shall have been declared
effective by the SEC (notice of which shall be provided to the Trustee by the
Company). No such transfer shall be effected until, and such transferee shall
succeed to the rights of a Certificateholder only upon, final acceptance and
registration of the transfer by the Registrar in the Register. Prior to the
registration of any transfer by a Certificateholder as
   27
                                       22


provided herein, the Trustee shall treat the person in whose name the
Certificate is registered as the owner thereof for all purposes, and the Trustee
shall not be affected by notice to the contrary. Furthermore, DTC shall, by
acceptance of a Global Certificate, agree that transfers of beneficial interests
in such Global Certificate may be effected only through a book-entry system
maintained by DTC (or its agent), and that ownership of a beneficial interest in
the Certificate shall be required to be reflected in book-entry. When
Certificates are presented to the Registrar with a request to register the
transfer thereof or to exchange them for other authorized denominations of a
Certificate in a Fractional Undivided Interest equal to the aggregate Fractional
Undivided Interest of Certificates surrendered for exchange, the Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transactions are met.

                  To permit registrations of transfers and exchanges in
accordance with the terms, conditions and restrictions hereof, the Trustee shall
execute and authenticate Certificates at the Registrar's request. No service
charge shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates. All Certificates
surrendered for registration of transfer or exchange shall be canceled and
subsequently destroyed by the Trustee.

                  Section 3.05. Book-Entry Provisions for Restricted Global
Certificates and Regulation S Global Certificates. (a) Members of, or
participants in, DTC ("Agent Members") shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the
Trustee as its custodian, and DTC may be treated by the Trustee and any agent of
the Trustee as the absolute owner of such Global Certificate for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trustee or any agent of the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or shall impair, as
between DTC and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Certificate. Upon the
issuance of any Global Certificate, the Registrar or its duly appointed agent
shall record DTC as the registered holder of such Global Certificate.

                  (b)      Transfers of any Global Certificate shall be limited
to transfers of such Restricted Global Certificate or Regulation S Global
Certificate in whole, but not in part, to DTC. Beneficial interests in the
Restricted Global Certificate and any Regulation S Global Certificate may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 3.06. Beneficial interests in a Restricted Global
Certificate or a Regulation S Global Certificate shall be (or, under the Related
Pass Through Trust Agreement, may have been) delivered to all beneficial owners
thereof in the form of Restricted Definitive Certificates or Regulation S
Definitive Certificates, as the case may be, if (i) DTC notifies the Trustee
that it is unwilling or unable to continue as depositary for such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, and a
successor depositary is not appointed by the Trustee within 90 days of such
notice, and (ii) after the occurrence and during the continuance of an Event of
Default, owners of beneficial interests in a Global Certificate with Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust advise the Trustee, the Company and DTC through Agent Members in writing
that the continuation of a book-entry system through DTC or its successor is no
longer in their best interests.
   28
                                       23


                  (c) Any beneficial interest in one of the Global Certificates
that is transferred to a Person who takes delivery in the form of an interest in
another Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in the other Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.

                  (d) In connection with the transfer of an entire Restricted
Global Certificate or an entire Regulation S Global Certificate to the
beneficial owners thereof pursuant to paragraph (b) of this Section 3.05, such
Restricted Global Certificate or Regulation S Global Certificate, as the case
may be, shall be deemed to be surrendered to the Trustee for cancellation, and
the Trustee shall execute, authenticate and deliver, to each beneficial owner
identified by DTC in exchange for its beneficial interest in such Restricted
Global Certificate or Regulation S Global Certificate, as the case may be, an
equal aggregate principal amount of Restricted Definitive Certificates or
Regulation S Definitive Certificates, as the case may be, of authorized
denominations. None of the Company, the Registrar, the Paying Agent nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such registration
instructions. Upon the issuance of Definitive Certificates, the Trustee shall
recognize the Person in whose name the Definitive Certificates are registered in
the Register as Certificateholders hereunder. Neither the Company nor the
Trustee shall be liable if the Trustee or the Company is unable to locate a
qualified successor clearing agency.

                  (e) Any Definitive Certificate delivered in exchange for an
interest in the Restricted Global Certificate pursuant to paragraph (b) of this
Section 3.05 shall, except as otherwise provided by paragraph (e) of Section
3.06, bear the Restricted Legend.

                  (f) Prior to the expiration of the Restricted Period, any
Regulation S Definitive Certificate delivered in exchange for an interest in a
Regulation S Global Certificate pursuant to paragraph (b) of this Section shall
bear the Restricted Legend.

                  (g) The registered holder of any Restricted Global Certificate
or Regulation S Global Certificate may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Agreement or the Certificates.

                  Section 3.06. Special Transfer Provisions. Unless and until
(i) an Initial Certificate is sold under an effective Shelf Registration
Statement, or (ii) an Initial Certificate is exchanged for an Exchange
Certificate pursuant to an effective Exchange Offer Registration Statement, in
each case pursuant to the terms of the Registration Rights Agreement, the
following provisions shall apply to such Initial Certificates:

                  (a) Transfers to Non-QIB Institutional Accredited Investors.
The following provisions shall apply with respect to the registration of any
proposed transfer of a Certificate to any Institutional Accredited Investor
which is neither a QIB nor a Non-U.S. Person:
   29
                                       24


                           (i) The Registrar shall register the transfer of any
                  Certificate, whether or not bearing the Restricted Legend,
                  only if (x) the requested transfer is at least two years after
                  the later of the original issue date of the Certificates and
                  the last date on which such Certificate was held by the
                  Company, the Trustee or any affiliate of any of such Persons
                  or (y) the proposed transferor is an Initial Purchaser who is
                  transferring Certificates purchased under the Certificates
                  Purchase Agreement and the proposed transferee has delivered
                  to the Registrar a letter substantially in the form of Exhibit
                  B hereto and the aggregate principal amount of the
                  Certificates being transferred is at least $100,000. Except as
                  provided in the foregoing clause (y), the Registrar shall not
                  register the transfer of any Certificate to any Institutional
                  Accredited Investor which is neither a QIB nor a Non-U.S.
                  Person.

                           (ii) If the proposed transferor is an Agent Member
                  holding a beneficial interest in a Restricted Global
                  Certificate, upon receipt by the Registrar of (x) the
                  documents, if any, required by paragraph (i) and (y)
                  instructions given in accordance with DTC's and the
                  Registrar's procedures, the Registrar shall reflect on its
                  books and records the date of the transfer and a decrease in
                  the principal amount of such Restricted Global Certificate in
                  an amount equal to the principal amount of the beneficial
                  interest in such Restricted Global Certificate to be
                  transferred, and the Trustee shall execute, authenticate and
                  deliver to the transferor or at its direction, one or more
                  Restricted Definitive Certificates of like tenor and amount.

                  (b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of an Initial
Certificate to a QIB (excluding Non-U.S. Persons):

                           (i) If the Certificate to be transferred consists of
                  Restricted Definitive Certificates, or of an interest in any
                  Regulation S Global Certificate during the Restricted Period,
                  the Registrar shall register the transfer if such transfer is
                  being made by a proposed transferor who has checked the box
                  provided for on the form of Initial Certificate stating, or
                  has otherwise advised the Trustee and the Registrar in
                  writing, that the sale has been made in compliance with the
                  provisions of Rule 144A to a transferee who has signed the
                  certification provided for on the form of Initial Certificate
                  stating, or has otherwise advised the Trustee and the
                  Registrar in writing, that it is purchasing the Initial
                  Certificate for its own account or an account with respect to
                  which it exercises sole investment discretion and that it, or
                  the Person on whose behalf it is acting with respect to any
                  such account, is a QIB within the meaning of Rule 144A, and is
                  aware that the sale to it is being made in reliance on Rule
                  144A and acknowledges that it has received such information
                  regarding the Trust and/or the Company as it has requested
                  pursuant to Rule 144A or has determined not to request such
                  information and that it is aware that the transferor is
                  relying upon its foregoing representations in order to claim
                  the exemption from registration provided by Rule 144A.

                           (ii) Upon receipt by the Registrar of the documents
                  required by clause (i) above and instructions given in
                  accordance with DTC's and the Registrar's
   30
                                       25


                  procedures therefor, the Registrar shall reflect on its books
                  and records the date of such transfer and an increase in the
                  principal amount of a Restricted Global Certificate in an
                  amount equal to the principal amount of the Restricted
                  Definitive Certificates or interests in such Regulation S
                  Global Certificate, as the case may be, being transferred, and
                  the Trustee shall cancel such Definitive Certificates or
                  decrease the amount of such Regulation S Global Certificate so
                  transferred.

                  (c) Transfers of Interests in the Regulation S Global
         Certificate or Regulation S Definitive Certificates. After the
         expiration of the Restricted Period, the Registrar shall register any
         transfer of interests in any Regulation S Global Certificate or
         Regulation S Definitive Certificates without requiring any additional
         certification. Until the expiration of the Restricted Period, interests
         in the Regulation S Global Certificate may only be held through Agent
         Members acting for and on behalf of Euroclear and Clearstream.


                  (d) Transfers to Non-U.S. Persons at Any Time. The following
         provisions shall apply with respect to any registration of any transfer
         of an Initial Certificate to a Non-U.S. Person:

                           (i) Prior to the expiration of the Restricted Period,
                  the Registrar shall register any proposed transfer of an
                  Initial Certificate to a Non-U.S. Person upon receipt of a
                  certificate substantially in the form set forth as Exhibit A
                  hereto from the proposed transferor.

                           (ii) After the expiration of the Restricted Period,
                  the Registrar shall register any proposed transfer to any
                  Non-U.S. Person if the Certificate to be transferred is a
                  Restricted Definitive Certificate or an interest in a
                  Restricted Global Certificate, upon receipt of a certificate
                  substantially in the form of Exhibit A from the proposed
                  transferor. The Registrar shall promptly send a copy of such
                  certificate to the Company.

                           (iii) Upon receipt by the Registrar of (x) the
                  documents, if any, required by clause (ii) and (y)
                  instructions in accordance with DTC's and the Registrar's
                  procedures, the Registrar shall reflect on its books and
                  records the date of such transfer and a decrease in the
                  principal amount of such Restricted Global Certificate in an
                  amount equal to the principal amount of the beneficial
                  interest in such Restricted Global Certificate to be
                  transferred, and, upon receipt by the Registrar of
                  instructions given in accordance with DTC's and the
                  Registrar's procedures, the Registrar shall reflect on its
                  books and records the date and an increase in the principal
                  amount of the Regulation S Global Certificate in an amount
                  equal to the principal amount of the Restricted Definitive
                  Certificate or the Restricted Global Certificate, as the case
                  may be, to be transferred, and the Trustee shall cancel the
                  Definitive Certificate, if any, so transferred or decrease the
                  amount of such Restricted Global Certificate.

                  (e) Restricted Legend. Upon the transfer, exchange or
         replacement of Certificates not bearing the Restricted Legend, the
         Registrar shall deliver Certificates that
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                                       26


         do not bear the Restricted Legend. Upon the transfer, exchange or
         replacement of Certificates bearing the Restricted Legend, the
         Registrar shall deliver only Certificates that bear the Restricted
         Legend unless either (i) the circumstances contemplated by paragraph
         (d)(ii) of this Section 3.06 exist or (ii) there is delivered to the
         Registrar an Opinion of Counsel to the effect that neither such legend
         nor the related restrictions on transfer are required in order to
         maintain compliance with the provisions of the Securities Act.

                  (f) General. By acceptance of any Certificate bearing the
         Restricted Legend, each Holder of such a Certificate acknowledges the
         restrictions on transfer of such Certificate set forth in this
         Agreement and agrees that it will transfer such Certificate only as
         provided in this Agreement. The Registrar shall not register a transfer
         of any Certificate unless such transfer complies with the restrictions
         on transfer, if any, of such Certificate set forth in this Agreement.
         In connection with any transfer of Certificates, each Certificateholder
         agrees by its acceptance of the Certificates to furnish the Registrar
         or the Trustee such certifications, legal opinions or other information
         as either of them may reasonably require to confirm that such transfer
         is being made pursuant to an exemption from, or a transaction not
         subject to, the registration requirements of the Securities Act and in
         accordance with the terms and provisions of this Article III; provided
         that the Registrar shall not be required to determine the sufficiency
         of any such certifications, legal opinions or other information.

                  Until such time as no Certificates remain Outstanding, the
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.05 or this Section 3.06. The
Trustee, if not the Registrar at such time, shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.

                  Section 3.07. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the Registrar
or the Registrar receives evidence to its satisfaction of the destruction, loss
or theft of any Certificate and (b) there is delivered to the Registrar and the
Trustee such security, indemnity or bond, as may be required by them to save
each of them harmless, then, in the absence of notice to the Registrar or the
Trustee that such destroyed, lost or stolen Certificate has been acquired by a
protected purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest and bearing a number not contemporaneously outstanding.

                  In connection with the issuance of any new Certificate under
this Section 3.07, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Registrar) connected therewith.
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                                       27


                  Any duplicate Certificate issued pursuant to this Section 3.07
shall constitute conclusive evidence of the appropriate Fractional Undivided
Interest in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

                  Section 3.08. Persons Deemed Owners. Prior to due presentment
of a Certificate for registration of transfer, the Trustee, the Registrar and
any Paying Agent may treat the Person in whose name any Certificate is
registered (as of the day of determination) as the owner of such Certificate for
the purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

                  Section 3.09. Cancellation. All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to the Trustee or any
agent of the Trustee other than the Registrar, be delivered to the Registrar for
cancellation and shall promptly be canceled by it. No Certificates shall be
authenticated in lieu of or in exchange for any Certificates canceled as
provided in this Section, except as expressly permitted by this Agreement. All
canceled Certificates held by the Registrar shall be destroyed and a
certification of their destruction delivered to the Trustee.

                  Section 3.10. Temporary Certificates. Until definitive
Certificates are ready for delivery, the Trustee shall authenticate temporary
Certificates. Temporary Certificates shall be substantially in the form of
definitive Certificates but may have insertions, substitutions, omissions and
other variations determined to be appropriate by the officers executing the
temporary Certificates, as evidenced by their execution of such temporary
Certificates. If temporary Certificates are issued, the Trustee will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee designated for such purpose
pursuant to Section 7.12, without charge to the Certificateholder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall execute, authenticate and deliver in exchange therefor a like face
amount of definitive Certificates of authorized denominations. Until so
exchanged, the temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates.

                  Section 3.11. Limitation of Liability for Payments. All
payments and distributions made to Certificateholders in respect of the
Certificates shall be made only from the Trust Property and only to the extent
that the Trustee shall have sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of Article IV of
this Agreement. Each Certificateholder, by its acceptance of a Certificate,
agrees that it will look solely to the income and proceeds from the Trust
Property for any payment or distribution due to such Certificateholder pursuant
to the terms of this Agreement and that it will not have any recourse to the
Company, the Trustee, the Loan Trustees, the Liquidity Provider, the Owner
   33
                                       28


Trustees or the Owner Participants, except as otherwise expressly provided
herein or in the Intercreditor Agreement.

                  The Company is a party to this Agreement solely for purposes
of meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder (except as otherwise expressly
provided herein).

                  Section 3.12 ERISA Restrictive Legend. All Certificates issued
pursuant to this Agreement shall bear a legend to the following effect (the
"ERISA Legend") unless the Company and the Trustee determine otherwise
consistent with applicable law:

"BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE
AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR
MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. THE PASS
THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."

                  By acceptance of any Certificate bearing the ERISA Legend,
each Holder of such a Certificate acknowledges the restrictions on transfer of
such Certificate set forth in this Agreement and agrees that it will transfer
such Certificate only as provided in this Agreement. The Trustee shall not
register a transfer of any Certificate unless such transfer complies with the
restrictions on transfer, if any, of such Certificate set forth in such legend.


                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

                  Section 4.01. Certificate Account and Special Payments
Account. (a) The Trustee shall maintain on behalf of the Certificateholders a
Certificate Account as one or more non-interest-bearing accounts. The Trustee
shall hold the Certificate Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when a Scheduled Payment is made to the
Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof
shall immediately deposit the aggregate amount of such Scheduled Payment in the
Certificate Account.

                  (b)      The Trustee shall maintain on behalf of the
Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest bearing except as provided in Section 4.04. The Trustee
shall hold the Special Payments Account in trust for the benefit of the
Certificateholders and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when one or more Special Payments are
made to the Trustee under the Intercreditor Agreement and upon the payment of
the Special Redemption Premium to the Trustee under the Note Purchase Agreement,
the Trustee, upon receipt thereof,
   34
                                       29


shall immediately deposit the aggregate amount of such Special Payments in the
Special Payments Account.

                  (c)      The Trustee shall cause the Subordination Agent to
present to the related Loan Trustee of each Equipment Note such Equipment Note
on the date of its stated final maturity or, in the case of any Equipment Note
which is to be redeemed in whole pursuant to the related Indenture, on the
applicable redemption date under such Indenture.

                  Section 4.02. Distributions from Certificate Account and
Special Payments Account. (a) On each Regular Distribution Date or as soon
thereafter as the Trustee has confirmed receipt of the payment of all or any
part of the Scheduled Payments due on such date, the Trustee shall distribute
out of the Certificate Account the entire amount deposited therein pursuant to
Section 4.01(a). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Regular Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the
Certificate Account, except that, with respect to Certificates registered on the
Record Date in the name of DTC, such distribution shall be made by wire transfer
in immediately available funds to the account designated by DTC.

                  (b)      On each Special Distribution Date with respect to any
Special Payment or as soon thereafter as the Trustee has confirmed receipt of
any Special Payments due on the Equipment Notes held in the related Trust or
realized upon the sale of such Equipment Notes or receipt of the Special
Redemption Premium, the Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the Special
Payments Account on account of such Special Payment, except that, with respect
to Certificates registered on the Record Date in the name of DTC, such
distribution shall be made by wire transfer in immediately available funds to
the account designated by DTC.

                  (c)      The Trustee shall cause notice of each Special
Payment to be mailed to each Certificateholder at his address as it appears in
the Register. In the event of redemption or purchase of Equipment Notes held in
the Trust, such notice shall be mailed not less than 20 days prior to the
Special Distribution Date for the Special Payment resulting from such redemption
or purchase, which Special Distribution Date shall be the date of such
redemption or purchase. In the event of the payment of a Special Redemption
Premium by the Company to the Trustee under the Note Purchase Agreement, such
notice shall be mailed, together with the notice by the Escrow Paying Agent
under Section 2.06 of the Escrow Agreement, not less than 20 days prior to the
Special Distribution Date for such amount, which Special Distribution Date shall
be the Final Withdrawal Date. In the case of any other Special Payments, such
notice shall be mailed as soon as practicable after the Trustee has confirmed
that it has received funds for such Special Payment, stating the Special
Distribution Date for such Special Payment which shall occur not
   35
                                       30


less than 20 days after the date of such notice and as soon as practicable
thereafter. Notices mailed by the Trustee shall set forth:

                  (i) the Special Distribution Date and the Record Date therefor
         (except as otherwise provided in Section 11.01),

                  (ii) the amount of the Special Payment for each $1,000 face
         amount Certificate and the amount thereof constituting principal,
         premium, if any, interest and Break Amount, if any,

                  (iii) the reason for the Special Payment, and

                  (iv) if the Special Distribution Date is the same date as a
         Regular Distribution Date, the total amount to be received on such date
         for each $1,000 face amount Certificate.

If the amount of (i) premium, if any, or Break Amount, if any, payable upon the
redemption or purchase of an Equipment Note or (ii) the Special Redemption
Premium, if any, has not been calculated at the time that the Trustee mails
notice of a Special Payment, it shall be sufficient if the notice sets forth the
other amounts to be distributed and states that any premium or Break Amount
received will also be distributed.

                  If any redemption of the Equipment Notes held in the Trust is
canceled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

                  Section 4.03. Statements to Certificateholders. (a) On each
Distribution Date, the Trustee will include with each distribution to
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below (in the case of a
Special Payment, including any Special Redemption Premium, reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Certificate as to (ii),
(iii), (iv) and (v) below) the following information:

                  (i) the aggregate amount of funds distributed on such
         Distribution Date hereunder and under the Escrow Agreement, indicating
         the amount allocable to each source;

                  (ii) the amount of such distribution hereunder allocable to
         principal and the amount allocable to premium (including the Special
         Redemption Premium), if any;

                  (iii) the amount of such distribution hereunder allocable to
         interest and Break Amount, if any;

                  (iv) the amount of such distribution under the Escrow
         Agreement allocable to interest;

                  (v) the amount of such distribution under the Escrow Agreement
         allocable to Deposits;
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                                       31


                  (vi) the Pool Balance and the Pool Factor; and

                  (vii) the Six-Month LIBOR rate and the resulting interest
         rates payable on the Certificates for the current and immediately
         preceding Interest Periods.

                  With respect to the Certificates registered in the name of
DTC, on the Record Date prior to each Distribution Date, the Trustee will
request that DTC post on its internet bulletin board a securities position
listing setting forth the names of all Agent Members reflected on DTC's books as
holding interests in the Certificates on such Record Date.

                  (b)     Within a reasonable period of time after the end of
each calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any time during such calendar year
was a Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
above for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for such
portion of such year, and such other items as are readily available to the
Trustee and which a Certificateholder shall reasonably request as necessary for
the purpose of such Certificateholder's preparation of its federal income tax
returns. Such statement and such other items shall be prepared on the basis of
information supplied to the Trustee by the Agent Members and shall be delivered
by the Trustee to such Agent Members to be available for forwarding by such
Agent Members to the holders of interests in the Certificates in the manner
described in Section 4.03(a).

                  (c)      Promptly following (i) the Transfer Date, if there
has been any change in the information set forth in clauses (x), (y) and (z)
below from that set forth in page 56 of the Offering Circular, and (ii) any
early redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Equipment Notes held in the Trust, or any
Final Withdrawal, the Trustee shall furnish to Certificateholders of record on
such date a statement setting forth (x) the expected Pool Balances for each
subsequent Regular Distribution Date following the Delivery Period Termination
Date, (y) the related Pool Factors for such Regular Distribution Dates and (z)
the expected principal distribution schedule of the Equipment Notes, in the
aggregate, held as Trust Property at the date of such notice. With respect to
the Certificates registered in the name of DTC, on the Transfer Date, the
Trustee will request from DTC a securities position listing setting forth the
names of all Agent Members reflected on DTC's books as holding interests in the
"Certificates" (as defined in the Related Pass Through Trust Agreement) on the
Delivery Period Termination Date. The Trustee will mail to each such Agent
Member the statement described above and will make available additional copies
as requested by such Agent Member for forwarding to holders of interests in the
Certificates.

                  Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested in Permitted Investments by the Trustee pending
distribution of such Special Payment pursuant to Section 4.02. Any investment
made pursuant to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be used to
make the payment required under Section 4.02 on the applicable Special
Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The Trustee shall have no liability with respect to any
   37
                                       32


investment made pursuant to this Section 4.04, other than by reason of the
willful misconduct or negligence of the Trustee. All income and earnings from
such investments shall be distributed on such Special Distribution Date as part
of such Special Payment.


                                    ARTICLE V

                                   THE COMPANY

                  Section 5.01. Maintenance of Corporate Existence. The Company,
at its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, except as
permitted by Section 5.02.


                  Section 5.02. Consolidation, Merger, Etc. The Company shall
not consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

                  (a) the corporation formed by such consolidation or into which
         the Company is merged or the Person that acquires by conveyance,
         transfer or lease substantially all of the assets of the Company as an
         entirety shall be (i) organized and validly existing under the laws of
         the United States of America or any state thereof or the District of
         Columbia, (ii) a "citizen of the United States" as defined in 49 U.S.C.
         40102(a)(15), as amended, and (iii) a United States certificated air
         carrier, if and so long as such status is a condition of entitlement to
         the benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as
         amended (11 U.S.C. Section 1110);

                  (b) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance,
         transfer or lease substantially all of the assets of the Company as an
         entirety shall execute and deliver to the Trustee a duly authorized,
         valid, binding and enforceable agreement in form and substance
         reasonably satisfactory to the Trustee containing an assumption by such
         successor corporation or Person of the due and punctual performance and
         observance of each covenant and condition of this Agreement, the Other
         Pass Through Trust Agreements and each Financing Document to be
         performed or observed by the Company; and

                  (c) the Company shall have delivered to the Trustee an
         Officer's Certificate of the Company reasonably satisfactory to the
         Trustee, stating that such consolidation, merger, conveyance, transfer
         or lease and the assumption agreement mentioned in clause (b) above
         comply with this Section 5.02 and that all conditions precedent herein
         provided for relating to such transaction have been complied with.

                  Upon any consolidation or merger, or any conveyance, transfer
or lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor corporation or Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Agreement with
the same effect as if such successor corporation or Person had been named as the
Company herein. No such conveyance, transfer or lease of substantially all of
the assets of the Company as
   38
                                       33


an entirety shall have the effect of releasing any successor corporation or
Person which shall have become such in the manner prescribed in this Section
5.02 from its liability in respect of this Agreement and any Financing Document
to which it is a party.


                                   ARTICLE VI

                                     DEFAULT

                  Section 6.01. Events of Default. (a) Exercise of Remedies.
Upon the occurrence and during the continuation of any Indenture Default under
any Indenture, with ten days' written notice to the Trustee and each
Certificateholder, the Trustee may, to the extent it is the Controlling Party at
such time (as determined pursuant to the Intercreditor Agreement), direct the
exercise of remedies as provided in the Intercreditor Agreement.

                  (b) Purchase Rights of Certificateholders. (i) At any time
         within 180 days after the occurrence and during the continuation of a
         Triggering Event, each Certificateholder shall have the right to
         purchase, for the purchase price set forth in the Class G Trust
         Agreement, all, but not less than all, of the Class G Certificates upon
         ten days' written notice to the Class G Trustee and each other
         Certificateholder, provided that (i) if prior to the end of such
         ten-day period any other Certificateholder notifies such purchasing
         Certificateholder that such other Certificateholder wants to
         participate in such purchase, then such other Certificateholder may
         join with the purchasing Certificateholder to purchase all, but not
         less than all, of the Class G Certificates pro rata based on the
         Fractional Undivided Interest in the Trust held by each such
         Certificateholder and (ii) if prior to the end of such ten-day period
         any other Certificateholder fails to notify the purchasing
         Certificateholder of such other Certificateholder's desire to
         participate in such a purchase, then such other Certificateholder shall
         lose its right to purchase the Class G Certificates pursuant to this
         Section 6.01(b); and

                  (ii) at any time within 180 days after the occurrence and
         during the continuation of a Triggering Event, each Certificateholder
         shall have the right to purchase, for the purchase price set forth in
         the Class C Trust Agreement, all but not less than all, of the Class C
         Certificates upon ten days' written notice to the Class C Trustee and
         each other Certificateholder, provided that (i) if prior to the end of
         such ten-day period any other Certificateholder notifies such
         purchasing Certificateholder that such other Certificateholder wants to
         participate in such purchase, then such other Certificateholder may
         join with the purchasing Certificateholder to purchase all but not less
         than all, of the Class C Certificates pro rata based on the Fractional
         Undivided Interest in the Trust held by each such Certificateholder and
         (ii) if prior to the end of such ten-day period any other
         Certificateholder fails to notify the purchasing Certificateholder of
         such other Certificateholder's desire to participate in such a
         purchase, the such other Certificateholder shall lose its right to
         purchase the Class C Certificates pursuant to Section 6.01(b).

                  (iii) By acceptance of its Certificate, each Certificateholder
         agrees that at any time after 180 days have elapsed since the
         occurrence of a Triggering Event that is continuing, regardless of
         whether the Certificateholders exercise their right to purchase
   39
                                       34


         the Class G Certificates pursuant to clause (b)(i) above, the Policy
         Provider, if it is then the Controlling Party, shall have the right
         (except in the event of a Policy Provider Default) to purchase all, but
         not less than all, of the Class G Certificates upon ten days' written
         notice to the Class G Trustee and the Class G Certificateholders.

                  The purchase price with respect to the Certificates shall be
equal to the Pool Balance of the Certificates, together with accrued and unpaid
interest thereon to the date of such purchase, without premium, but including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of the
Escrow Agreement relating to the distribution of unused Deposits and accrued and
unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under the
Escrow Agreement (which deducted amounts shall remain distributable to, and may
be retained by, the Certificateholder as of such Record Date) and (ii) if such
purchase occurs after a Record Date, such purchase price shall be reduced by the
amount to be distributed hereunder on the related Distribution Date (which
deducted amounts shall remain distributable to, and may be retained by, the
Certificateholder as of such Record Date); provided, further, that no such
purchase of Certificates shall be effective unless the purchaser(s) shall
certify to the Trustee that contemporaneously with such purchase, such
purchaser(s) is purchasing, pursuant to the terms of this Agreement and the
Other Pass Through Trust Agreements, the Certificates and the Class G
Certificates and the Class C Certificates which are senior to the securities
held by such purchaser(s). Each payment of the purchase price of the
Certificates referred to in the first sentence hereof shall be made to an
account or accounts designated by the Trustee and each such purchase shall be
subject to the terms of this Section 6.01(b). The Certificates will be deemed to
be purchased on the date payment of the purchase price is made notwithstanding
the failure of the Certificateholders to deliver any Certificates (whether in
the form of Definitive Certificates or beneficial interests in Global
Certificates) and, upon such a purchase, (i) the only rights of the
Certificateholders will be to deliver the Certificates to the purchaser(s) and
receive the purchase price for such Certificates and (ii) if the purchaser(s)
shall so request, such Certificateholder will comply with all the provisions of
Section 3.04 hereof to enable new Certificates to be issued to the purchaser in
such denominations as it shall request. All charges and expenses in connection
with the issuance of any such new Certificates shall be borne by the purchaser
thereof.

                  Section 6.02. Incidents of Sale of Equipment Notes. Upon any
sale of all or any part of the Equipment Notes made either under the power of
sale given under this Agreement or otherwise for the enforcement of this
Agreement, the following shall be applicable:

                  (1) Certificateholders and Trustee May Purchase Equipment
         Notes. Any Certificateholder, the Trustee in its individual or any
         other capacity or any other Person may bid for and purchase any of the
         Equipment Notes, and upon compliance with the terms of sale, may hold,
         retain, possess and dispose of such Equipment Notes in their own
         absolute right without further accountability.

                  (2) Receipt of Trustee Shall Discharge Purchaser. The receipt
         of the Trustee making such sale shall be a sufficient discharge to any
         purchaser for his purchase money, and, after paying such purchase money
         and receiving such receipt, such purchaser or its
   40
                                       35


         personal representative or assigns shall not be obliged to see to the
         application of such purchase money, or be in any way answerable for any
         loss, misapplication or non-application thereof.

                  (3) Application of Moneys Received upon Sale. Any moneys
         collected by the Trustee upon any sale made either under the power of
         sale given by this Agreement or otherwise for the enforcement of this
         Agreement shall be applied as provided in Section 4.02.

                  Section 6.03. Judicial Proceedings Instituted by Trustee;
Trustee May Bring Suit. If there shall be a failure to make payment of the
principal of, premium, if any, or interest or Break Amount, if any, on any
Equipment Note, or if there shall be any failure to pay Rent (as defined in the
relevant Lease) under any Lease when due and payable, then the Trustee, in its
own name and as trustee of an express trust, as holder of such Equipment Notes,
to the extent permitted by and in accordance with the terms of the Intercreditor
Agreement and the Financing Documents (subject to the rights of the applicable
Owner Trustee or Owner Participant to cure any such failure to pay principal of,
premium, if any, or interest or Break Amount, if any, on any Equipment Note or
to pay Rent under any Lease in accordance with the applicable Indenture), shall
be entitled and empowered to institute any suits, actions or proceedings at law,
in equity or otherwise, for the collection of the sums so due and unpaid on such
Equipment Notes or under such Lease and may prosecute any such claim or
proceeding to judgment or final decree with respect to the whole amount of any
such sums so due and unpaid.

                  Section 6.04. Control by Certificateholders. Subject to
Section 6.03 and the Intercreditor Agreement, the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the Trust shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Trust or pursuant to the terms of the Intercreditor
Agreement, or exercising any trust or power conferred on the Trustee under this
Agreement or the Intercreditor Agreement, including any right of the Trustee as
Controlling Party under the Intercreditor Agreement or as holder of the
Equipment Notes, provided that:

                  (1) such Direction shall not be in conflict with any rule of
         law or with this Agreement and would not involve the Trustee in
         personal liability or expense,

                  (2) the Trustee shall not determine that the action so
         directed would be unjustly prejudicial to the Certificateholders not
         taking part in such Direction, and

                  (3) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such Direction.

                  Section 6.05. Waiver of Past Defaults. Subject to the
Intercreditor Agreement, the Certificateholders holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust (i) may on behalf of all of the Certificateholders waive any past
Event of Default hereunder and its consequences or (ii) if the Trustee is the
Controlling Party, may direct the Trustee to instruct the applicable Loan
Trustee to waive any past Indenture Default under any Indenture and its
consequences, and thereby annul any
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                                       36


Direction given by such Certificateholders or the Trustee to such Loan Trustee
with respect thereto, except a default:

                  (1) in the deposit of any Scheduled Payment or Special Payment
         under Section 4.01 or in the distribution of any payment under Section
         4.02 on the Certificates, or

                  (2) in the payment of the principal of (premium, if any) or
         interest or Break Amount, if any, on the Equipment Notes, or

                  (3) in respect of a covenant or provision hereof which under
         Article IX cannot be modified or amended without the consent of each
         Certificateholder holding an Outstanding Certificate affected thereby.

                  Upon any such waiver, such default shall cease to exist with
respect to the Certificates and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose and any direction given by the
Trustee on behalf of the Certificateholders to the relevant Loan Trustee shall
be annulled with respect thereto; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Upon any such waiver, the Trustee shall vote the Equipment Notes issued
under the relevant Indenture to waive the corresponding Indenture Default.

                  Section 6.06. Right of Certificateholders to Receive Payments
Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding,
including, without limitation, Section 6.07 hereof, but subject to the
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

                  Section 6.07. Certificateholders May Not Bring Suit Except
Under Certain Conditions. A Certificateholder shall not have the right to
institute any suit, action or proceeding at law or in equity or otherwise with
respect to this Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Agreement, unless:

                  (1) such Certificateholder previously shall have given written
         notice to the Trustee of a continuing Event of Default;

                  (2) Certificateholders holding Certificates evidencing
         Fractional Undivided Interests aggregating not less than 25% of the
         Trust shall have requested the Trustee in writing to institute such
         action, suit or proceeding and shall have offered to the Trustee
         indemnity as provided in Section 7.03(e);

                  (3) the Trustee shall have refused or neglected to institute
         such an action, suit or proceeding for 60 days after receipt of such
         notice, request and offer of indemnity; and

                  (4) no direction inconsistent with such written request shall
         have been given to the Trustee during such 60-day period by
         Certificateholders holding Certificates
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                                       37


         evidencing Fractional Undivided Interests aggregating not less than a
         majority in interest in the Trust.

                  It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatsoever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Indenture on any
property subject thereto, or the rights of the Certificateholders or the holders
of the Equipment Notes, (ii) obtain or seek to obtain priority over or
preference with respect to any other such Certificateholder or (iii) enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Agreement.

                  Section 6.08. Remedies Cumulative. Every remedy given
hereunder to the Trustee or to any of the Certificateholders shall not be
exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given hereunder or now or
hereafter given by statute, law, equity or otherwise.


                                   ARTICLE VII

                                   THE TRUSTEE

                  Section 7.01. Certain Duties and Responsibilities. (a) Except
during the continuation of an Event of Default, the Trustee undertakes to
perform such duties as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the
Trustee.

                  (b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of its own affairs.

                  (c) No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                  (1) this Subsection shall not be construed to limit the effect
         of Subsection (a) of this Section; and

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer of the Trustee, unless it
         shall be proved that the Trustee was negligent in ascertaining the
         pertinent facts.


                  (d) Whether or not herein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.
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                                       38


                  Section 7.02. Notice of Defaults. As promptly as practicable
after, and in any event within 90 days after, the occurrence of any default (as
such term is defined below) hereunder, the Trustee shall transmit by mail to the
Company, the Owner Trustees, the Owner Participants, the Loan Trustees and the
Certificateholders in accordance with Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default on the payment of the principal, premium, if any, interest or Break
Amount, if any, on any Equipment Note held in the Trust, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Certificateholders. For the purpose of this
Section, the term "default" means any event that is, or after notice or lapse of
time or both would become, an Event of Default.

                  Section 7.03. Certain Rights of Trustee. Subject to the
provisions of Section 315 of the Trust Indenture Act:

                  (a) the Trustee may rely and shall be protected in acting or
         refraining from acting in reliance upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a written description of the subject
         matter thereof accompanied by an Officer's Certificate and an Opinion
         of Counsel as provided in Section 1.02 of this Agreement;

                  (c) whenever in the administration of this Agreement the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officer's
         Certificate of the Company, any Owner Trustee or any Loan Trustee;

                  (d) the Trustee may consult with counsel and the advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon;

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Agreement at the Direction
         of any of the Certificateholders pursuant to this Agreement, unless
         such Certificateholders shall have offered to the Trustee reasonable
         security or indemnity against the cost, expenses and liabilities which
         might be incurred by it in compliance with such Direction;
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                                       39


                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture or other paper or document;

                  (g) the Trustee may execute any of the trusts or powers under
         this Agreement or perform any duties under this Agreement either
         directly or by or through agents or attorneys, and the Trustee shall
         not be responsible for any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it under this Agreement;

                  (h) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         Direction of the Certificateholders holding Certificates evidencing
         Fractional Undivided Interests aggregating not less than a majority in
         interest in the Trust relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Agreement; and

                  (i) the Trustee shall not be required to expend or risk its
         own funds in the performance of any of its duties under this Agreement,
         or in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that repayment of such funds or
         adequate indemnity against such risk is not reasonably assured to it.

                  Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and warrants
that this Agreement has been, and the Intercreditor Agreement, the Registration
Rights Agreement, the Note Purchase Agreement, the Escrow Agreement and each
Certificate will be, executed, authenticated and delivered by one of its
officers who is duly authorized to execute, authenticate and deliver such
document on its behalf.

                  Section 7.05. May Hold Certificates. The Trustee, any Paying
Agent, Registrar or any of their Affiliates or any other agent in their
respective individual or any other capacity may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, the Owner Trustees or the
Loan Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

                  Section 7.06. Money Held in Trust. Money held by the Trustee
or the Paying Agent in trust hereunder need not be segregated from other funds
except to the extent required herein or by law and neither the Trustee nor the
Paying Agent shall have any liability for interest upon any such moneys except
as provided for herein.

                  Section 7.07. Compensation and Reimbursement. The Company
agrees:
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                                       40


                  (1) to pay, or cause to be paid, to the Trustee from time to
         time reasonable compensation for all services rendered by it hereunder
         as set forth in a written fee letter dated the date hereof between the
         Company and the Trustee, which letter is incorporated herein by
         reference (which compensation shall not be limited by any provision of
         law in regard to the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse, or cause to be reimbursed, the Trustee upon its request for
         all reasonable out-of-pocket expenses, disbursements and advances
         incurred or made by the Trustee in accordance with any provision of
         this Agreement (including the reasonable compensation and the expenses
         and disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its undertaking its
         normal administrative functions, or its negligence, willful misconduct
         or bad faith or as may be incurred due to the Trustee's breach of its
         representations and warranties set forth in Section 7.15; and

                  (3) to indemnify, or cause to be indemnified, the Trustee for,
         and to hold it harmless against, any loss, liability, expense or Tax
         (other than for or with respect to any Unindemnified Tax) incurred
         without negligence, willful misconduct or bad faith, on its part,
         arising out of or in connection with the acceptance or administration
         of this Trust, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder, except for any
         such loss, liability or expense incurred by reason of the Trustee's
         breach of its covenants hereunder or under any Financing Document to
         which it is a party or its representations and warranties set forth in
         Section 7.15 or in any other Financing Document, the authorization or
         giving or withholding of any future amendments, supplements, waivers or
         consents with respect hereto or any of the Financing Documents, which
         amendments, supplements, waivers or consents are not required pursuant
         to the terms of the Financing Documents and not requested by the
         Company, any loss of tax benefits, any Unindemnified Tax, or increase
         in tax liability under any tax law whether or not the Company is
         required to indemnify thereof or pursuant to this Agreement or any
         costs associated with overhead or normal administration hereunder or
         any voluntary resignation pursuant to Section 7.09.

                  With respect to paragraph (3) above, the Trustee shall notify
the Company promptly of any claim for which it may seek indemnity and the
Company shall make payment on any such claim within 30 days of written demand
thereof (delivered together with supporting documentation). The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel with the consent of the Company and the Company will pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made, in settlement or otherwise, without its consent.

                  With respect to any Tax other than an Unindemnified Tax, the
Trustee shall be entitled to reimbursement from, and shall have a lien prior to
the Certificates upon, the Trust Property for any such Tax incurred without
negligence, bad faith or willful misconduct, on its part, arising out of or in
connection with the acceptance or administration of such Trust (other than any
Tax attributable to the Trustee's compensation for serving as such), including
any costs and expenses incurred in contesting the imposition of any such Tax. If
the Trustee reimburses
   46
                                       41


itself from the Trust Property of such Trust for any such Tax, it will mail a
brief report within 30 days setting forth the circumstances thereof to all
Certificateholders as their names and addresses appear in the Register.

                  Section 7.08. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be eligible to act as a
trustee under Section 310(a) of the Trust Indenture Act and shall have a
combined capital and surplus of at least $75,000,000 (or a combined capital and
surplus in excess of $5,000,000 and the obligations of which, whether now in
existence or hereafter incurred, are fully and unconditionally guaranteed by a
corporation organized and doing business under the laws of the United States,
any state or territory thereof or of the District of Columbia and having a
combined capital and surplus of at least $75,000,000). If such corporation
publishes reports of conditions at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 7.08, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published.

                  In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee, the
Trustee shall resign immediately as Trustee in the manner and with the effect
specified in Section 7.09.

                  Section 7.09. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.10.

                  (b) The Trustee may resign at any time as trustee by giving
prior written notice thereof to the Company, the Authorized Agents, the Owner
Trustees and the Loan Trustees. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Company, the Authorized Agents, the
Owner Trustees, the Loan Trustees and the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                  (c) The Trustee may be removed at any time by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Trustee and to the Company, the Owner Trustees and the Loan
Trustees.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 310 of the
         Trust Indenture Act, if applicable, after written request therefor by
         the Company or by any Certificateholder who has been a bona fide
         Certificateholder for at least six months; or

                  (2) the Trustee shall cease to be eligible under Section 7.08
         and shall fail to resign after written request therefor by the Company
         or by any such Certificateholder; or
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                                       42


                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation;

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  (e) If a Responsible Officer of the Trustee shall obtain
actual knowledge of an Avoidable Tax which has been or is likely to be asserted,
the Trustee shall promptly notify the Company and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Trustee
shall have received notice that the Company has agreed to pay such tax. The
Company shall promptly appoint a successor Trustee in a jurisdiction where there
are no Avoidable Taxes.

                  (f) If the Trustee shall resign, be removed or become
incapable of acting or if a vacancy shall occur in the office of the Trustee for
any cause, the Company shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapability, or other occurrence of
such vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Company, the Owner Trustees, the Loan Trustees and the retiring
Trustee, and the Company approves such appointment, which approval shall not be
unreasonably withheld, then the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed as provided above. If no successor
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (g) The successor Trustee shall give notice of the resignation
and removal of the Trustee and appointment of the successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Certificateholders as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its
Corporate Trust Office.

                  Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company,
the Authorized Agents, the Owner Trustees and the Loan Trustees and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all Trust Property held
by
   48
                                       43


such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 7.07. Upon request of any such successor Trustee, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.

                  No institution shall accept its appointment as a Trustee
hereunder unless at the time of such acceptance such institution shall be
qualified and eligible under this Article VII.

                  Section 7.11. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

                  Section 7.12. Maintenance of Agencies. (a) There shall at all
times be maintained an office or agency in the location set forth in Section
12.03 where Certificates may be presented or surrendered for registration of
transfer or for exchange, and for payment thereof and where notices and demands
to or upon the Trustee in respect of such certificates or this Agreement may be
served; provided, however, that, if it shall be necessary that the Trustee
maintain an office or agency in another location (e.g., the Certificates shall
be represented by Definitive Certificates and shall be listed on a national
securities exchange), the Trustee will make all reasonable efforts to establish
such an office or agency. Written notice of the location of each such other
office or agency and of any change of location thereof shall be given by the
Trustee to the Company, the Owner Trustees, the Loan Trustees (in the case of
any Owner Trustee or Loan Trustee, at its address specified in the Financing
Documents or such other address as may be notified to the Trustee) and the
Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

                  (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates. Each such Authorized Agent shall be
a bank or trust company, shall be a corporation organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $75,000,000, or, if the Trustee shall be acting as the
Registrar or Paying Agent hereunder, a corporation having a combined capital and
surplus in excess of $5,000,000, the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United States or
any state, with a combined capital and surplus of at least $75,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Trustee shall initially be
   49
                                       44


the Paying Agent and, as provided in Section 3.04, Registrar hereunder with
respect to the Certificates. Each Registrar shall furnish to the Trustee, at
stated intervals of not more than six months, and at such other times as the
Trustee may request in writing, a copy of the Register maintained by such
Registrar.

                  (c) Any corporation into which any Authorized Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any Authorized
Agent shall be a party, or any corporation succeeding to the corporate trust
business of any Authorized Agent, shall be the successor of such Authorized
Agent hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authorized Agent or such successor
corporation.

                  (d) Any Authorized Agent may at any time resign by giving
written notice of resignation to the Trustee, the Company, the Owner Trustees
and the Loan Trustees. The Company may, and at the request of the Trustee shall,
at any time terminate the agency of any Authorized Agent by giving written
notice of termination to such Authorized Agent and to the Trustee. Upon the
resignation or termination of an Authorized Agent or in case at any time any
such Authorized Agent shall cease to be eligible under this Section (when, in
either case, no other Authorized Agent performing the functions of such
Authorized Agent shall have been appointed), the Company shall promptly appoint
one or more qualified successor Authorized Agents, reasonably satisfactory to
the Trustee, to perform the functions of the Authorized Agent which has resigned
or whose agency has been terminated or who shall have ceased to be eligible
under this Section. The Company shall give written notice of any such
appointment made by it to the Trustee, the Owner Trustees and the Loan Trustees;
and in each case the Trustee shall mail notice of such appointment to all
Certificateholders as their names and addresses appear on the Register.

                  (e) The Company agrees to pay, or cause to be paid, from time
to time to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses as set forth in the letter agreement
referred to in Section 7.07 hereof.

                  Section 7.13. Money for Certificate Payments to Be Held in
Trust. All moneys deposited with any Paying Agent for the purpose of any payment
on Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section. Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.

                  The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.
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                                       45


                  Section 7.14. Registration of Equipment Notes in Name of
Subordination Agent. The Trustee agrees that all Equipment Notes to be purchased
by the Trust shall be issued in the name of the Subordination Agent or its
nominee and held by the Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, the Subordination Agent or its nominee
shall be reflected as the owner of such Equipment Notes in the register of the
issuer of such Equipment Notes.

                  Section 7.15. Representations and Warranties of Trustee. The
Trustee hereby represents and warrants on the Transfer Date that:

                  (a)      the Trustee is a Delaware banking corporation
organized and validly existing in good standing under the laws of the State of
Delaware;

                  (b)      the Trustee has full power, authority and legal right
to receive the Trust Property assigned by the Related Trustee, assume the
obligations under, and perform, the Assignment and Assumption Agreement, this
Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Note Purchase Agreement and the Financing Documents to
which it is a party and has taken all necessary action to authorize such
receipt, assumption, and performance by it of the Assignment and Assumption
Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing
Documents to which it is a party;

                  (c)      the receipt of the Trust Property under the
Assignment and Assumption Agreement, and the performance by the Trustee of the
Assignment and Assumption Agreement, this Agreement, the Intercreditor
Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note
Purchase Agreement and the Financing Documents to which it is a party (i) will
not violate any provision of United States federal law or the law of the state
of the United States where it is located governing the banking and trust powers
of the Trustee or any order, writ, judgment, or decree of any court, arbitrator
or governmental authority applicable to the Trustee or any of its assets, (ii)
will not violate any provision of the articles of association or by-laws of the
Trustee, and (iii) will not violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of any lien on any properties included in the Trust Property pursuant
to the provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or lien could
reasonably be expected to have an adverse effect on the Trustee's performance or
ability to perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;

                  (d)      the receipt of the Trust Property under the
Assignment and Assumption Agreement and the performance by the Trustee of the
Assignment and Assumption Agreement, this Agreement, the Intercreditor
Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note
Purchase Agreement, and the Financing Documents to which it is a party will not
require the authorization, consent, or approval of, the giving of notice to, the
filing or registration with, or the taking of any other action in respect of,
any governmental authority or agency of the United States or the state of the
United States where it is located regulating the banking and corporate trust
activities of the Trustee; and
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                                       46


                  (e)      this Assignment and Assumption Agreement has been
duly executed and delivered by the Trustee and this Agreement, the Assignment
and Assumption Agreement, the Intercreditor Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing
Documents to which it is a party constitute the legal, valid, and binding
agreements of the Trustee, enforceable against it in accordance with their
respective terms, provided that enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and (ii) general principles of equity, regardless
of whether applied in a proceeding in equity or at law.

                  Section 7.16. Withholding Taxes, Information Reporting. The
Trustee, as trustee of the grantor trust created by this Agreement, shall
exclude and withhold from each distribution of principal, premium, if any,
interest, Break Amount, if any, and other amounts due under this Agreement or
under the Certificates any and all withholding taxes applicable thereto as
required by law. The Trustee agrees to act as such withholding agent and, in
connection therewith, whenever any present or future taxes or similar charges
are required to be withheld with respect to any amounts payable in respect of
the Certificates, to withhold such amounts and timely pay the same to the
appropriate authority in the name of and on behalf of the Certificateholders,
that it will file any necessary withholding tax returns or statements when due,
and that, as promptly as possible after the payment thereof, it will deliver to
each such Certificateholder appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such
Certificateholders may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United
States law.

                  Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will at its own cost and expense promptly take any
action as may be necessary to duly discharge and satisfy in full any mortgage,
pledge, lien, charge, encumbrance, security interest or claim ("Trustee's
Liens") on or with respect to the Trust Property which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement, the Intercreditor Agreement, the
Note Purchase Agreement or the Financing Documents, or (ii) as Trustee hereunder
or in its individual capacity and which arises out of acts or omissions on the
part of the Trustee which are not contemplated by this Agreement.

                  Section 7.18. Preferential Collection of Claims. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. If
the Trustee shall resign or be removed as Trustee, it shall be subject to
Section 311(a) of the Trust Indenture Act to the extent provided therein.


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

                  Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. The Company will furnish to the Trustee within
15 days after each Record Date with respect to a Scheduled Payment, and at such
other times as the Trustee may request in
   52
                                       47


writing within 30 days after receipt by the Company of any such request, a list,
in such form as the Trustee may reasonably require, of all information in the
possession or control of the Company as to the names and addresses of the
Certificateholders, in each case as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that so long as the Trustee is
the sole Registrar, no such list need be furnished; and provided further,
however, that no such list need be furnished for so long as a copy of the
Register is being furnished to the Trustee pursuant to Section 7.12.

                  Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders contained
in the most recent list furnished to the Trustee as provided in Section 7.12 or
Section 8.01, as the case may be, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Registrar, if so
acting. The Trustee may destroy any list furnished to it as provided in Section
7.12 or Section 8.01, as the case may be, upon receipt of a new list so
furnished.

                  Section 8.03. Reports by Trustee. Within 60 days after May 15
of each year commencing with the first full year following the date hereof, the
Trustee shall transmit to the Certificateholders, as provided in Section 313(c)
of the Trust Indenture Act, a brief report dated as of such May 15, if required
by Section 313(a) of the Trust Indenture Act.

                  Section 8.04. Reports by the Company. The Company shall:

                  (a) file with the Trustee, within 30 days after the Company is
         required to file the same with the SEC, copies of the annual reports
         and of the information, documents and other reports (or copies of such
         portions of any of the foregoing as the SEC may from time to time by
         rules and regulations prescribe) which the Company is required to file
         with the SEC pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934, as amended; or, if the Company is not required to
         file information, documents or reports pursuant to either of such
         sections, then to file with the Trustee and the SEC, in accordance with
         rules and regulations prescribed by the SEC, such of the supplementary
         and periodic information, documents and reports which may be required
         pursuant to Section 13 of the Securities Exchange Act of 1934, as
         amended, in respect of a security listed and registered on a national
         securities exchange as may be prescribed in such rules and regulations;

                  (b) during any period, prior to the consummation of the
         Exchange Offer and during which the Shelf Registration Statement is not
         in effect, in which the Company is not subject to Section 13(a), 13(c)
         or 15(d) under the Securities Exchange Act of 1934, make available to
         any Holder of the Certificates in connection with any sale thereof and
         any prospective purchaser of the Certificates from such Holder, in each
         case upon request, the information specified in, and meeting the
         requirements of, Rule 144A(d)(4) under the Securities Act but only for
         so long as any of the Certificates remain outstanding and are
         "restricted securities" within the meaning of Rule 144(a)(3) under the
         Securities Act and, in any event, only until the second anniversary of
         the Issuance Date;
   53
                                       48


                  (c) file with the Trustee and the SEC, in accordance with the
         rules and regulations prescribed by the SEC, such additional
         information, documents and reports with respect to compliance by the
         Company with the conditions and covenants provided for in this
         Agreement, as may be required by such rules and regulations, including,
         in the case of annual reports, if required by such rules and
         regulations, certificates or opinions of independent public
         accountants, conforming to the requirements of Section 1.02;

                  (d) transmit to all Certificateholders, in the manner and to
         the extent provided in Section 313(c) of the Trust Indenture Act such
         summaries of any information, documents and reports required to be
         filed by the Company pursuant to subsections (a) and (c) of this
         Section 8.04 as may be required by rules and regulations prescribed by
         the SEC; and

                  (e) furnish to the Trustee, not less often than annually, a
         brief certificate from the principal executive officer, principal
         financial officer, any Vice President (or more senior ranking officer)
         or the principal accounting officer as to his or her knowledge of the
         Company's compliance with all conditions and covenants under this
         Agreement (it being understood that for purposes of this paragraph (e),
         such compliance shall be determined without regard to any period of
         grace or requirement of notice provided under this Agreement).


                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

                  Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the
Deposit Agreement or the Registration Rights Agreement in form satisfactory to
the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
         Company and the assumption by any such successor of the covenants of
         the Company herein contained or of the Company's obligations under the
         Note Purchase Agreement or the Registration Rights Agreement; or

                  (2) to add to the covenants of the Company for the benefit of
         the Certificateholders, or to surrender any right or power conferred
         upon the Company in this Agreement, the Note Purchase Agreement or the
         Registration Rights Agreement; or

                  (3) to correct or supplement any provision in this Agreement,
         the Intercreditor Agreement, the Escrow Agreement, the Deposit
         Agreement, the Note Purchase Agreement or the Registration Rights
         Agreement which may be defective or inconsistent with any other
         provision herein or therein or to cure any ambiguity or correct any
         mistake or to modify any other provision with respect to matters or
         questions arising under this
   54
                                       49


         Agreement, the Escrow Agreement, the Deposit Agreement, the Note
         Purchase Agreement, the Intercreditor Agreement or the Registration
         Rights Agreement, provided that any such action shall not materially
         adversely affect the interests of the Certificateholders; or

                  (4) to comply with any requirement of the SEC, any applicable
         law, rules or regulations of any exchange or quotation system on which
         the Certificates are listed, any regulatory body or the Registration
         Rights Agreement to effectuate the Exchange Offer; or

                  (5) to modify, eliminate or add to the provisions of this
         Agreement to such extent as shall be necessary to continue the
         qualification of this Agreement (including any supplemental agreement)
         under the Trust Indenture Act or under any similar Federal statute
         hereafter enacted, and to add to this Agreement such other provisions
         as may be expressly permitted by the Trust Indenture Act, excluding,
         however, the provisions referred to in Section 316(a)(2) of the Trust
         Indenture Act as in effect at the date as of which this instrument was
         executed or any corresponding provision in any similar Federal statute
         hereafter enacted; or

                  (6) to evidence and provide for the acceptance of appointment
         under this Agreement by the Trustee of a successor Trustee and to add
         to or change any of the provisions of this Agreement as shall be
         necessary to provide for or facilitate the administration of the Trust,
         pursuant to the requirements of Section 7.10; or

                  (7) to provide the information required under Section 7.12 and
         Section 12.03 as to the Trustee; or

                  (8) to modify or eliminate provisions relating to the transfer
         or exchange of Exchange Certificates or the Initial Certificates upon
         consummation of the Exchange Offer (as defined in the Registration
         Rights Agreement) or effectiveness of the Shelf Registration Statement
         or the Exchange Offer Registration Statement;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

                  Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company
may (with the consent of the Owner Trustees, if any, which consent shall not be
unreasonably withheld), and the Trustee (subject to Section 9.03) shall, enter
into an agreement or agreements for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
the Intercreditor Agreement, the Registration Rights Agreement, the Escrow
Agreement, the Deposit Agreement or the Note Purchase Agreement to the extent
applicable to such Certificateholders or of modifying in any manner the rights
and obligations of such
   55
                                       50


Certificateholders under this Agreement, the Intercreditor Agreement, the
Registration Rights Agreement, the Escrow Agreement, the Deposit Agreement or
the Note Purchase Agreement; provided, however, that no such agreement shall,
without the consent of the Certificateholder of each Outstanding Certificate
affected thereby:

                  (1) reduce in any manner the amount of, or delay the timing
         of, any receipt by the Trustee (or, with respect to the Deposits, the
         Certificateholders) of payments on the Equipment Notes or other Trust
         Property held in the Trust or on the Deposits or distributions that are
         required to be made herein on any Certificate, or change any date of
         payment on any Certificate, or change the place of payment where, or
         the coin or currency in which, any Certificate is payable, or impair
         the right to institute suit for the enforcement of any such payment or
         distribution on or after the Regular Distribution Date or Special
         Distribution Date applicable thereto; or

                  (2) permit the disposition of any Equipment Note included in
         the Trust Property except as permitted by this Agreement, or otherwise
         deprive such Certificateholder of the benefit of the ownership of the
         Equipment Notes in the Trust; or

                  (3) reduce the specified percentage of the aggregate
         Fractional Undivided Interests of the Trust which is required for any
         such supplemental agreement, or reduce such specified percentage
         required for any waiver of compliance with certain provisions of this
         Agreement or certain defaults hereunder and their consequences provided
         for in this Agreement; or

                  (4) waive, amend or modify Section 2.4, 3.2 or 3.3 of the
         Intercreditor Agreement in a manner adverse to the Certificateholders;
         or

                  (5) modify any of the provisions of this Section 9.02 or
         Section 6.05, except to increase any such percentage or to provide that
         certain other provisions of this Agreement cannot be modified or waived
         without the consent of the Certificateholder of each Certificate
         affected thereby; or

                  (6) adversely affect the status of any Trust as a grantor
         trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle
         A of the Internal Revenue Code of 1986, as amended, for U.S. federal
         income tax purposes.

                  It shall not be necessary for any Direction of
Certificateholders under this Section to approve the particular form of any
proposed supplemental agreement, but it shall be sufficient if such Direction
shall approve the substance thereof.

                  Section 9.03. Documents Affecting Immunity or Indemnity. If in
the opinion of the Trustee any document required to be executed by it pursuant
to the terms of Section 9.01 or 9.02 affects adversely any interest, right,
duty, immunity or indemnity in favor of the Trustee under this Agreement, the
Trustee may in its discretion decline to execute such document.

                  Section 9.04. Execution of Supplemental Agreements. In
executing, or accepting the additional trusts created by, any agreement
permitted by this Article or the modifications thereby of the trusts created by
this Agreement, the Trustee shall be entitled to
   56
                                       51


receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental agreement is authorized or
permitted by this Agreement.

                  Section 9.05. Effect of Supplemental Agreements. Upon the
execution of any agreement supplemental to this Agreement under this Article,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of a Certificate theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                  Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  Section 9.07. Reference in Certificates to Supplemental
Agreements. Certificates authenticated and delivered after the execution of any
supplemental agreement pursuant to this Article may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
agreement; and, in such case, suitable notation may be made upon Outstanding
Certificates after proper presentation and demand.


                                    ARTICLE X

                AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS

                  Section 10.01. Amendments and Supplements to Indentures and
Financing Documents. In the event that the Trustee, as holder (or beneficial
owner through the Subordination Agent) of any Equipment Note in trust for the
benefit of the Certificateholders or as Controlling Party under the
Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any other Financing Document, any
Equipment Note or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice. The
Trustee shall request from the Certificateholders a Direction as to (a) whether
or not to take or refrain from taking (or direct the Subordination Agent to take
or refrain from taking) any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any
Equipment Note if a vote has been called for with respect thereto. Provided such
a request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing), (i)
other than as Controlling Party, the Trustee shall vote for or give consent to
any such action with respect to such Equipment Note in the same proportion as
that of (A) the aggregate face amounts of all Certificates actually voted in
favor of or for giving consent to such action by such Direction of
Certificateholders to (B) the aggregate face amount of all Outstanding
Certificates and (ii) as Controlling Party, the Trustee shall vote as directed
in such Certificateholder Direction by the Certificateholders evidencing a
Fractional Undivided Interest aggregating not less than a majority in interest
in the Trust. For purposes of the immediately
   57
                                       52


preceding sentence, a Certificate shall have been "actually voted" if the Holder
of such Certificate has delivered to the Trustee an instrument evidencing such
Holder's consent to such Direction prior to two Business Days before the Trustee
directs such action or casts such vote or gives such consent. Notwithstanding
the foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the
Trustee may, in its own discretion and at its own direction, consent and notify
the relevant Loan Trustee of such consent (or direct the Subordination Agent to
consent and notify the Loan Trustee of such consent) to any amendment,
modification, waiver or supplement under the relevant Indenture, any other
Financing Document, any Equipment Note or any other related document, if an
Event of Default hereunder shall have occurred and be continuing, or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders.


                                   ARTICLE XI

                              TERMINATION OF TRUST

                  Section 11.01. Termination of the Trust. The respective
obligations and responsibilities of the Company and the Trustee with respect to
the Trust shall terminate upon the distribution to all Holders of Certificates
and the Trustee of all amounts required to be distributed to them pursuant to
this Agreement and the disposition of all property held as part of the Trust
Property; provided, however, that in no event shall the Trust continue beyond
one hundred ten (110) years following the date of the earliest execution of this
Trust Agreement.

                  Notice of any termination, specifying the Distribution Date
upon which the Certificateholders may surrender their Certificates to the
Trustee for payment on the final Distribution Date and cancellation, shall be
mailed promptly by the Trustee to Certificateholders not earlier than the 60th
day and not later than the 20th day next preceding such final Distribution Date
specifying (A) the Distribution Date upon which the proposed final payment of
the Certificates will be made upon presentation and surrender of Certificates at
the office or agency of the Trustee therein specified, (B) the amount of any
such proposed final payment, and (C) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. The Trustee shall give such notice to the Registrar
at the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders such final payments.

                  In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. No additional interest shall accrue on the Certificates after the
Distribution Date specified in the first written notice. In the event that any
money held by the Trustee for the payment of distributions on the Certificates
shall remain unclaimed for two years (or such lesser time as the Trustee shall
be satisfied, after sixty days' notice from the Company, is one month prior to
the escheat period provided under applicable law) after the final distribution
date with respect thereto, the Trustee shall pay to each Loan Trustee the
appropriate amount of money relating to such Loan Trustee
   58
                                       53


and shall give written notice thereof to the related Owner Trustees, the Owner
Participants and the Company.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.01. Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

                  Section 12.02. Certificates Nonassessable and Fully Paid.
Except as set forth in the last sentence of this Section 12.02,
Certificateholders shall not be personally liable for obligations of the Trust,
the Fractional Undivided Interests represented by the Certificates shall be
nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates, upon authentication thereof by the Trustee
pursuant to Section 3.03, are and shall be deemed fully paid. No
Certificateholder shall have any right (except as expressly provided herein) to
vote or in any manner otherwise control the operation and management of the
Trust Property, the Trust, or the obligations of the parties hereto, nor shall
anything set forth herein, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association. Neither the existence of the Trust nor
any provision herein is intended to or shall limit the liability the
Certificateholders would otherwise incur if the Certificateholders owned Trust
Property as co-owners, or incurred any obligations of the Trust, directly rather
than through the Trust.

                  Section 12.03. Notices. (a) Unless otherwise specifically
provided herein, all notices required under the terms and provisions of this
Agreement shall be in English and in writing, and any such notice may be given
by United States mail, courier service or telecopy, and any such notice shall be
effective when received or, if made, given, furnished or filed by facsimile or
telecommunication transmission, when received unless received outside of
business hours, in which case on the next open of business on a Business Day,

                  if to the Company, to:

                           America West Airlines, Inc.
                           4000 East Sky Harbor Boulevard
                           Phoenix, Arizona  85043

                           Attention:  Vice President-Treasurer
                           Facsimile:  (602) 693-5886


                  if to the Trustee, to:
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                                       54


                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, Delaware  19890-0001

                           Attention:  Corporate Trust Administration
                           Facsimile:  (302) 651-8882
                           Telephone:  (302) 651-8584

                  (b)      The Company or the Trustee, by notice to the other,
may designate additional or different addresses for subsequent notices or
communications.

                  (c)      Any notice or communication to Certificateholders
shall be mailed by first-class mail to the addresses for Certificateholders
shown on the Register kept by the Registrar. Failure so to mail a notice or
communication or any defect in such notice or communication shall not affect its
sufficiency with respect to other Certificateholders.

                  (d)      If a notice or communication is mailed in the manner
provided above within the time prescribed, it is conclusively presumed to have
been duly given, whether or not the addressee receives it.

                  (e)      If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Trustee and to the Paying Agent
at the same time.

                  (f)      Notwithstanding the foregoing, all communications or
notices to the Trustee shall be deemed to be given only when received by a
Responsible Officer of the Trustee.

                  (g)      The Trustee shall promptly furnish the Company with a
copy of any demand, notice or written communication received by the Trustee
hereunder from any Certificateholder, Owner Trustee or Loan Trustee.

                  Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN
DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CERTIFICATES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 12.05. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions,
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Trust, or of the
Certificates or the rights of the Certificateholders thereof.

                  Section 12.06. Trust Indenture Act Controls. Upon the
occurrence of any Registration Event, this Agreement shall become subject to the
provisions of the Trust Indenture Act and shall, to the extent applicable, be
governed by such provisions. From and after any
   60
                                       55


Registration Event, if any provision of this Agreement limits, qualifies or
conflicts with another provision which is required to be included in this
Agreement by the Trust Indenture Act, the required provision shall control.

                  Section 12.07. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 12.08. Successors and Assigns. All covenants,
agreements, representations and warranties in this Agreement by the Trustee and
the Company shall bind and, to the extent permitted hereby, shall inure to the
benefit of and be enforceable by their respective successors and assigns,
whether so expressed or not.

                  Section 12.09. Benefits of Agreement. Nothing in this
Agreement or in the Certificates, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders, any benefit or any legal or equitable right, remedy or claim
under this Agreement.

                  Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest shall
accrue during the intervening period.

                  Section 12.11. Counterparts. For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                  Section 12.12. Intention of Parties. The parties hereto intend
that the Trust be classified for U.S. federal income tax purposes as a grantor
trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of
1986, as amended, and not as a trust or association taxable as a corporation or
as a partnership. Each Certificateholder and Investor, by its acceptance of its
Certificate or a beneficial interest therein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. The
powers granted and obligations undertaken pursuant to this Agreement shall be so
construed so as to further such intent.
   61
                                       56


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first written above.


                                 AMERICA WEST AIRLINES, INC.


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


                                 WILMINGTON TRUST COMPANY,
                                       as Trustee


                                 By:    /s/ W. Chris Sponenberg
                                    --------------------------------------------
                                       Name:  W. Chris Sponenberg
                                       Title: Assistant Vice President
   62
                                                                       EXHIBIT A

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
               TRANSFERS OF CERTIFICATES PURSUANT TO REGULATION S

                                                      [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001

Attention:  Corporate Trust Trustee Administration

         Re:      America West Airlines Pass Through Trust (the "Trust"),
                  Series 2001-1D-S, America West Airlines Pass Through
                  Certificates, Series 2001-1D-S (the "Certificates")

Sirs:

                  In connection with our proposed sale of Certificates
representing a Fractional Undivided Interest, having a face amount of $ ______,
in the Trust, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the Securities Act of 1933, as amended, and,
accordingly, we represent that:

                  (1) the offer of the Certificates was not made to a person in
         the United States or to or for the account or benefit of a U.S. person;

                  (2) either (a) at the time the buy order was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States or (b) the transaction was executed in, on or through the
         facilities of a designated off-shore securities market and neither we
         nor any person acting on our behalf knows that the transaction has been
         pre-arranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in the United
         States in contravention of the requirements of Rule 903(a) or Rule
         904(a) of Regulation S, as applicable; and

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act.

                  In addition, if the sale is made during a restricted period
and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may
be.
   63
                                      A-2


                  You and America West Airlines, Inc. are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                                     Very truly yours,

                                                     [Name of Transferor]
   64
                                                                       EXHIBIT B

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                        WITH TRANSFERS OF CERTIFICATES TO
                   NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

                                                     [date]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890-0001


Attention:  Corporate Trust Trustee Administration

America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona 85043


                              AMERICA WEST AIRLINES
               PASS THROUGH TRUST, SERIES 2001-1D-S (the "Trust")
                   Pass Through Certificates, Series 2001-1D-S
                              (the "Certificates")


Ladies and Gentlemen:

         In connection with our proposed purchase of Certificates representing a
Fractional Undivided Interest, having a face amount of $[_____], in the Trust,
we confirm that:

         1. We understand that any subsequent transfer of the Certificates is
subject to certain restrictions and conditions set forth in the Pass Through
Trust Agreement, dated as of May 17, 2001, between America West Airlines, Inc.
(the "Company") and Wilmington Trust Company (the "Trustee") relating to the
Certificates, and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Certificates except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the "Securities
Act").

         2. We are purchasing Certificates having an aggregate principal amount
of not less than $100,000 and each account (if any) for which we are purchasing
Certificates is purchasing Certificates having an aggregate principal amount of
not less than $100,000.

         3. We understand that the Certificates have not been registered under
the Securities Act, that the Certificates are being sold to us in a transaction
that is exempt from the registration requirements of the Securities Act and that
the Certificates may not be offered or resold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that, if we should sell any
Certificates within two
   65
                                       D-2


years after the later of the original issuance of such Certificate and the last
date on which such Certificate is owned by the Company, the Trustee or any
affiliate of any of such persons, we will do so only (A) to the Company, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (D) pursuant to the exemption
from registration provided by Rule 144 under the Securities Act or (E) pursuant
to an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing any of the Certificates from us a
notice advising such purchaser that resales of the Certificates are restricted
as stated herein.

         4. We understand that, on any proposed resale of any Certificates, we
will be required to furnish to the Company and the Trustee such certifications,
legal opinions and other information as the Trustee may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Certificates purchased by us will bear a legend to
the foregoing effect.

         5. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Certificates, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investments.

         6. We are acquiring the Certificates purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion and not with a view to any distribution of the Certificates, subject,
nevertheless to the understanding that the disposition of our property shall at
all times be and remain within our control.

                  You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                                     Very truly yours,



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

EX-4.10

   1


                                  EXHIBIT 4.10



                                                                  EXECUTION COPY




                      REVOLVING CREDIT AGREEMENT (2001-1G)




                            Dated as of May 17, 2001


                                     between


                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                America West Airlines Pass Through Trust 2001-1G,

                                   as Borrower


                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                New York Branch,

                              as Liquidity Provider




                                   Relating to

                America West Airlines Pass Through Trust 2001-1G
 7.10% America West Airlines Enhanced Pass Through Certificates, Series 2001-1G
   2
                                TABLE OF CONTENTS



                                                                                                            PAGE
                                                                                                         
ARTICLE I             DEFINITIONS........................................................................    1

         Section 1.01      Certain Defined Terms.........................................................    1

ARTICLE II            AMOUNT AND TERMS OF THE COMMITMENT.................................................    7

         Section 2.01      Advances......................................................................    7

         Section 2.02      Making the Advances...........................................................    7

         Section 2.03      Fees..........................................................................    9

         Section 2.04      Automatic Adjustments and Termination of the Maximum Commitment...............    9

         Section 2.05      Repayments of Interest Advances or the Final Advance..........................   10

         Section 2.06      Repayments of Provider Advances...............................................   10

         Section 2.07      Payments to the Liquidity Provider Under the Intercreditor Agreement..........   11

         Section 2.08      Book Entries..................................................................   11

         Section 2.09      Payments from Available Funds Only............................................   12

         Section 2.10      Extension of Expiry Date......................................................   12

ARTICLE III           OBLIGATIONS OF THE BORROWER........................................................   12

         Section 3.01      Increased Costs...............................................................   12

         Section 3.02      Capital Adequacy..............................................................   13

         Section 3.03      Payments Free of Deductions...................................................   14

         Section 3.04      Payments......................................................................   15

         Section 3.05      Computations..................................................................   15

         Section 3.06      Payment on Non-Business Days..................................................   15

         Section 3.07      Interest......................................................................   16

         Section 3.08      Replacement of Borrower.......................................................   17

         Section 3.09      Funding Loss Indemnification..................................................   17

         Section 3.10      Illegality....................................................................   18

ARTICLE IV            CONDITIONS PRECEDENT...............................................................   18

         Section 4.01      Conditions Precedent to Effectiveness of Section 2.01.........................   18

         Section 4.02      Conditions Precedent to Borrowing.............................................   20



                                        i
   3
                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                            PAGE
                                                                                                         
ARTICLE V             COVENANTS..........................................................................   20

         Section 5.01      Affirmative Covenants of the Borrower.........................................   20

         Section 5.02      Negative Covenants of the Borrower............................................   20

ARTICLE VI            LIQUIDITY EVENTS OF DEFAULT........................................................   21

         Section 6.01      Liquidity Events of Default...................................................   21

ARTICLE VII           MISCELLANEOUS......................................................................   21

         Section 7.01      Amendments, Etc...............................................................   21

         Section 7.02      Notices, Etc..................................................................   21

         Section 7.03      No Waiver: Remedies...........................................................   22

         Section 7.04      Further Assurances............................................................   22

         Section 7.05      Indemnification: Survival of Certain Provisions...............................   23

         Section 7.06      Liability of the Liquidity Provider...........................................   23

         Section 7.07      Costs.........................................................................   24

         Section 7.08      Binding Effect; Participations................................................   24

         Section 7.09      Severability..................................................................   25

         Section 7.10      GOVERNING LAW.................................................................   26

         Section 7.11      Submission to Jurisdiction: Waiver of Jury Trial; Waiver of Immunity..........   26

         Section 7.12      Execution in Counterparts.....................................................   27

         Section 7.13      Entirety......................................................................   27

         Section 7.14      Headings......................................................................   27

         Section 7.15      LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES..............................   27

         Section 7.16      Transfer......................................................................   27



                                       ii
   4
                     REVOLVING CREDIT AGREEMENT (2001-1G)

      This REVOLVING CREDIT AGREEMENT (2001-1G), dated as of May 17, 2001 (as it
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof, this "Agreement"), between WILMINGTON TRUST
COMPANY, a Delaware banking corporation, not in its individual capacity but
solely as Subordination Agent under the Intercreditor Agreement (each as defined
below), as agent and trustee for the Class G Trust (as defined below) (the
"Borrower"), and WESTDEUTSCHE LANDESBANK GIROZENTRALE, a German banking
institution organized under the laws of the State of North Rhine - Westphalia,
Germany, acting through its New York branch ("West LB" or the "Liquidity
Provider").

                               W I T N E S S E T H

            WHEREAS, pursuant to the Class G Trust Agreement (as defined below),
the Class G Trust is issuing the Class G Certificates; and

            WHEREAS, the Borrower, in order to support the timely payment of a
portion of the interest on the Class G Certificates in accordance with their
terms, has requested the Liquidity Provider to enter into this Agreement,
providing in part for the Borrower to request in specified circumstances that
Advances be made hereunder.

            NOW, THEREFORE, in consideration of the mutual promises contained
herein, and of other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01 Certain Defined Terms. (a) For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

                  (i) the terms used herein that are defined in this Article I
      have the meanings assigned to them in this Article I, and include the
      plural as well as the singular;

                  (ii) all references in this Agreement to designated
      "Articles," "Sections" and other subdivisions are to the designated
      Articles, Sections and other subdivisions of this Agreement;

                  (iii) the words "herein," "hereof" and "hereunder" and other
      words of similar import refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision; and

                  (iv) the term "including" means "including without
      limitation".


                                       1.
   5
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

            "Additional Costs" has the meaning specified in Section 3.01.

            "Advance" means an Interest Advance, a Final Advance, a Provider
Advance or an Applied Provider Advance, as the case may be.

            "Applicable Liquidity Rate" has the meaning specified in Section
3.07(g).

            "Applicable Margin" means (x) with respect to any Unpaid Advance or
Applied Provider Advance, 2.25% and (y) with respect to any Unapplied Provider
Advance, 0.35%.

            "Applied Downgrade Advance" has the meaning specified in Section
2.06(a).

            "Applied Non-Extension Advance" has the meaning assigned to such
term in Section 2.06(a).

            "Applied Provider Advance" has the meaning assigned to such term in
Section 2.06(a).

            "Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement to be entered into between the Borrower and the trustee of
the Successor Trust, substantially in the form of Exhibit D to the Class G Trust
Agreement.

            "Base Rate" means the rate of interest announced publicly by WestLB
from time to time in New York, New York, as its base rate.

            "Base Rate Advance" means an Advance that bears interest at a rate
based upon the Base Rate.

            "Borrower" has the meaning specified in the recitals to this
Agreement.

            "Borrowing" means the making of Advances requested by delivery of a
Notice of Borrowing.

            "Business Day" means any day (x) other than a Saturday or Sunday or
a day on which commercial banks are authorized or required by law to close in
Phoenix, Arizona, New York, New York or, so long as any Class G Certificate is
outstanding, the city and state in which the Class G Trustee, the Borrower or
any Indenture Trustee maintains its corporate trust office or receives and
disburses funds, and (y) if the applicable Business Day relates to any Advance
or amount bearing interest based on LIBOR, on which dealings are carried on in
the London interbank market.

            "Consent Period" has the meaning specified in Section 2.10.

            "Deposits" has the meaning assigned to such term in the Deposit
Agreement.

                                       2.
   6
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

            "Depositary" means Citibank, N.A.

            "Deposit Agreement" means the Deposit Agreement (2001-1G) dated as
of the date hereof between Wilmington Trust Company, as Escrow Agent and
Citibank, N.A., as Depositary, pertaining to the Class G Certificates, as the
same may be amended, modified or supplemented from time to time in accordance
with the terms thereof.

            "Downgrade Advance" means an Advance made pursuant to Section
2.02(c).

            "Effective Date" has the meaning specified in Section 4.01. The
delivery of the certificate of the Liquidity Provider contemplated by Section
4.01(e) shall be conclusive evidence that the Effective Date has occurred.

            "Excluded Taxes" means (i) any Taxes imposed on, based on, or
measured by the overall net income, capital, franchises, or receipts (other than
Taxes which are or are in the nature of sales or use Taxes or value added Taxes)
of the Liquidity Provider or any of its Lending Offices, (ii) withholding Taxes
imposed under laws in effect on the date hereof by the United States on payments
to a recipient in the jurisdiction in which the Liquidity Provider's initial
Lending Office is located, (iii) withholding Taxes imposed by the United States
on payments to a recipient in any other jurisdiction to which such Lending
Office is moved if, under the laws in effect at the time of such move, such laws
would require greater withholding of Taxes on payments to such Liquidity
Provider acting from an office in such jurisdiction than would be required on
payments to such Liquidity Provider acting from an office in the jurisdiction
from which such Lending Office was moved, and (iv) any withholding Taxes imposed
by the United States which are imposed or increased as a result of the Liquidity
Provider failing to deliver to the Borrower any certificate or document (which
certificate or document in the good faith judgment of the Liquidity Provider it
is able and legally entitled to provide) which is reasonably requested by the
Borrower to establish that payments under this Agreement are exempt from (or
entitled to a reduced rate of) withholding Tax.

            "Expenses" means liabilities, obligations, damages, settlements,
penalties, claims, actions, suits, costs, expenses, and disbursements
(including, without limitation, reasonable fees and disbursements of legal
counsel and costs of investigation), provided that Expenses shall not include
Taxes.

            "Expiry Date" means May 15, 2002, initially, or any date to which
the Expiry Date is extended pursuant to Section 2.10.

            "Final Advance" means an Advance made pursuant to Section 2.02(d).

            "Intercreditor Agreement" means the Intercreditor Agreement, dated
as of the date hereof among the Trustees, the Liquidity Provider, the liquidity
provider under each Liquidity Facility (other than this Agreement), the Policy
Provider and the Subordination Agent, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with its terms.

                                       3.
   7
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

            "Interest Advance" means an Advance made pursuant to Section
2.02(a).

            "Interest Period" means, with respect to any LIBOR Advance, each of
the following periods:

            (1) the period beginning on the third Business Day following either
      (x) the Liquidity Provider's receipt of the Notice of Borrowing for such
      LIBOR Advance or (y) the withdrawal of funds from the Class G Cash
      Collateral Account for the purpose of paying interest on the Class G
      Certificates as contemplated by Section 2.06(a) hereof and, in either
      case, ending on the next Regular Distribution Date; and

            (2) each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the next Regular
      Distribution Date;

provided, however, that if (x) the Final Advance shall have been made, or (y)
other outstanding Advances shall have been converted into the Final Advance,
then the Interest Periods shall be successive periods of one month beginning on
the third Business Day following the Liquidity Provider's receipt of the Notice
of Borrowing for such Final Advance (in the case of clause x above) or the
Regular Distribution Date following such conversion (in the case of clause (y)
above).

            "Lending Office" means the lending office of the Liquidity Provider,
presently located at New York, New York, or such other lending office as the
Liquidity Provider from time to time shall notify the Borrower as its lending
office hereunder.

            "LIBOR" means, with respect to any Interest Period, the interest
rate per annum at which deposits in United States dollars are offered to prime
banks in the London interbank market as indicated on display page 3750 (British
Bankers Association-LIBOR) of the Dow Jones Markets Service (or such other page
as may replace such display page 3750 for the purpose of displaying London
interbank offered rates for United States dollar deposits) or, if not so
indicated, the average (rounded upwards to the nearest 1/16%), as determined by
the Liquidity Provider, of such rates as indicated on the Reuters Screen LIBO
Page (or such other page as may replace such Reuters Screen LIBO Page for the
purpose of displaying London interbank offered rates for United States dollar
deposits) or, if neither such alternative is indicated, the average (rounded
upwards to the nearest 1/16%), as determined by the Liquidity Provider, of such
rates offered by the London Reference Banks to prime banks in the London
interbank market, in each case at or about 11:00 a.m. (London time) on the day
two Business Days prior to the first day of such Interest Period for deposits of
a duration equal to such Interest Period (or such other period most nearly
corresponding to such period) in an amount substantially equal to the principal
amount of the applicable LIBOR Advance as of the first day of such Interest
Period. The Liquidity Provider will, if necessary, request that each of the
London Reference Banks provide a quotation of its rate. If at least two such
quotations are provided, the rate will be the average of the quotations (rounded
upwards to the nearest 1/100%). If no such quotation can be obtained, the rate
will be the Base Rate.

                                       4.
   8
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

            "LIBOR Advance" means an Advance bearing interest at a rate based
upon LIBOR.

            "Liquidity Event of Default" means the occurrence of either (a) the
Acceleration of all of the Equipment Notes (provided, that, with respect to the
period prior to the Delivery Period Expiry Date, such Equipment Notes have an
aggregate outstanding principal balance in excess of $100,000,000) or (b) an
America West Bankruptcy Event.

            "Liquidity Indemnitee" means (i) the Liquidity Provider, (ii) the
directors, officers, employees, servants and agents of the Liquidity Provider,
and (iii) the successors and permitted assigns of the persons described in
clauses (i) through (ii), inclusive.

            "Liquidity Provider" has the meaning specified in the recital of
parties to this Agreement.

            "London Reference Banks" means the principal London offices of
Citicorp USA, Inc., The Fuji Bank, Limited, National Westminster Bank plc and
The Industrial Bank of Japan, Limited, or such other bank or banks as may from
time to time be agreed to by America West and the Liquidity Provider.

            "Maximum Available Commitment" shall mean, subject to the proviso
contained in the third sentence of Section 2.02(a), at any time of
determination, (a) the Maximum Commitment at such time, less (b) the aggregate
amount of each Interest Advance outstanding at such time; provided, however,
that following a Provider Advance or a Final Advance, the Maximum Available
Commitment shall be zero.

            "Maximum Commitment" means initially $34,627,729.50, as the same may
be reduced or increased from time to time in accordance with Section 2.04(a).

            "Non-Excluded Tax" has the meaning specified in Section 3.03.

            "Non-Extension Advance" means an Advance made pursuant to Section
2.02(b).

            "Notice of Borrowing" has the meaning specified in Section 2.02(e).

            "Notice of Replacement Subordination Agent" has the meaning
specified in Section 3.08.

            "Offering Memorandum" means the Offering Memorandum dated May 10,
2001 relating to the Certificates, as such Offering Memorandum may be amended or
supplemented.

            "Participating Institution" has the meaning specified in Section
7.08(b).

            "Participation Agreement" means, with respect to each Indenture, the
"Participation Agreement" referred to therein.

                                       5.
   9
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

            "Performing Note Deficiency" means anytime that less than 65% of the
then aggregate outstanding principal amount of all Equipment Notes are
Performing Equipment Notes.

            "Provider Advance" means a Downgrade Advance or a Non-Extension
Advance.

            "Regulatory Change" has the meaning specified in Section 3.01.

            "Replenishment Amount" has the meaning assigned to such term in
Section 2.06(b).

            "Required Amount" means, for any day, the sum of the aggregate
amount of interest, calculated at the rate per annum equal to the Stated
Interest Rate for the Class G Certificates on the basis of a 360-day year
comprised of twelve 30-day months, that would be payable on the Class G
Certificates on each of the three successive semiannual Regular Distribution
Dates following such day or, if such day is a Regular Distribution Date, on such
day and the succeeding two semiannual Regular Distribution Dates, in each case
calculated on the basis of the Pool Balance of the Class G Certificates on such
day and without regard to expected future payments of principal on the Class G
Certificates. Notwithstanding the above, in the event of any Policy Provider
Election, for purposes of the definition of the Required Amount the Pool Balance
shall be deemed to be reduced by the amount (if positive) by which (a) the then
outstanding principal balance of each Series G Equipment Note in respect of
which such Policy Provider Election has been made shall exceed (b) the amount of
any Policy Drawings previously paid by the Policy Provider in respect of
principal on such Series G Equipment Note.

            "Successor Trust" means America West Airlines Pass Through Trust
2001-1G-S.

            "Termination Date" means the earliest to occur of the following: (i)
the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity
Provider a certificate, signed by a Responsible Officer of the Borrower,
certifying that all of the Class G Certificates have been paid in full (or
provision has been made for such payment in accordance with the Intercreditor
Agreement and the Trust Agreement) or are otherwise no longer entitled to the
benefits of this Agreement; (iii) the date on which the Borrower delivers to the
Liquidity Provider a certificate, signed by a Responsible Officer of the
Borrower, certifying that a Replacement Liquidity Facility has been substituted
for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor
Agreement; (iv) the fifth Business Day following the receipt by the Borrower and
America West of a Termination Notice from the Liquidity Provider pursuant to
Section 6.01; and (v) the date on which no Advance is or may (including by
reason of reinstatement as herein provided) become available for a Borrowing
hereunder.

            "Termination Notice" means the Notice of Termination substantially
in the form of Annex V to this Agreement.

            "Unapplied Provider Advance" means any Provider Advance other than
an Applied Provider Advance.

                                       6.
   10
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

            "Unpaid Advance" has the meaning specified in Section 2.05.

            (b) Terms Defined in the Intercreditor Agreement. For all purposes
of this Agreement, the following terms shall have the respective meanings
assigned to such terms in the Intercreditor Agreement:

      "Acceleration," "Affiliate," "America West," "America West Bankruptcy
      Event," "Certificates," "Class G Cash Collateral Account," "Class G
      Certificates," "Class G Trust," "Class G Trust Agreement," "Class G
      Trustee," "Class C Certificates," "Class D Certificates," "Closing Date,"
      "Controlling Party," "Delivery Period Expiry Date," "Distribution Date,"
      "Downgraded Facility," "Equipment Notes," "Fee Letter," "Final Legal
      Distribution Date," "Indenture," "Initial Purchasers," "Interest Payment
      Date," "Investment Earnings," "Liquidity Facility," "Liquidity
      Obligations," "Loan Trustee," "Moody's," "Non-Extended Facility," "Note
      Purchase Agreement," "Operative Agreements," "Performing Equipment Note,"
      "Person," "Policy Drawings," "Policy Provider," "Policy Provider
      Election," "Pool Balance," "Purchase Agreement," "Rating Agency," "Regular
      Distribution Date," "Replacement Liquidity Facility," "Responsible
      Officer," "Scheduled Payment," "Special Payment," "Standard & Poor's,"
      "Stated Interest Rate," "Subordination Agent," "Taxes," "Threshold
      Rating," "Trust Agreement," "Trustee," and "Written Notice."

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

      Section 2.01 Advances. The Liquidity Provider hereby irrevocably agrees,
on the terms and conditions hereinafter set forth, to make Advances to the
Borrower from time to time on any Business Day during the period from the
Effective Date until 12:00 noon (New York time) on the Expiry Date (unless the
obligations of the Liquidity Provider shall be earlier terminated in accordance
with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

      Section 2.02 Making the Advances. (a) Each "Interest Advance" shall be
made in a single Borrowing by delivery to the Liquidity Provider of a written
and completed Notice of Borrowing in substantially the form of Annex I, signed
by a Responsible Officer of the Borrower, such Interest Advance in an amount not
exceeding the Maximum Available Commitment at such time and shall be used solely
for the payment when due of interest on the Class G Certificates at the Stated
Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor
Agreement. Each Interest Advance made hereunder shall automatically reduce the
Maximum Available Commitment and the amount available to be borrowed hereunder
by subsequent Advances by the amount of such Interest Advance (subject to
reinstatement as provided in the next sentence). Upon repayment to the Liquidity
Provider in full or in part of the amount of any Interest Advance made pursuant
to this Section 2.02(a), together with accrued interest thereon (as provided
herein), the Maximum Available Commitment shall be reinstated by the amount of
such repaid Interest Advance, but not to exceed the Maximum

                                       7.
   11
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

Commitment; provided, however, that the Maximum Available Commitment shall not
be so reinstated at any time if (i) a Liquidity Event of Default shall have
occurred and be continuing and (ii) there is a Performing Note Deficiency.

            (b) A "Non-Extension Advance" shall be made in a single Borrowing if
this Agreement is not extended in accordance with Section 3.6(d) of the
Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this
Agreement shall have been delivered to the Borrower as contemplated by said
Section 3.6(d) within the time period specified in such Section) by delivery to
the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex II attached hereto, signed by a Responsible
Officer of the Borrower, in an amount equal to the Maximum Available Commitment
at such time, and shall be used to fund the Class G Cash Collateral Account in
accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor
Agreement.

            (c) A "Downgrade Advance" shall be made in a single Borrowing upon a
downgrading of the Liquidity Provider's short-term unsecured debt rating issued
by either Rating Agency below the applicable Threshold Rating (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity
Facility shall have been delivered to the Borrower in accordance with said
Section 3.6(c), by delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex III, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available
Commitment at such time, and shall be used to fund the Class G Cash Collateral
Account in accordance with said Section 3.6(c) and Section 3.6(f) of the
Intercreditor Agreement. Upon such downgrading, the Liquidity Provider shall
promptly deliver notice thereof to the Borrower, the Trustee and America West.

            (d) A "Final Advance" shall be made in a single Borrowing upon the
receipt by the Borrower of a Termination Notice from the Liquidity Provider
pursuant to Section 6.01, by delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex IV, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available
Commitment at such time, and shall be used to fund the Class G Cash Collateral
Account (in accordance with Section 3.6(f) and Section 3.6(i) of the
Intercreditor Agreement).

            (e) Each Borrowing shall be made on notice in writing (a "Notice of
Borrowing") in substantially the form required by Section 2.02(a), 2.02(b),
2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity
Provider. If a Notice of Borrowing is delivered by the Borrower in respect of
any Borrowing no later than 12:00 noon (New York time) on a Business Day, upon
satisfaction of the conditions precedent set forth in Section 4.02 with respect
to a requested Borrowing, the Liquidity Provider shall, before 4:00 p.m. (New
York time) on the date of such Borrowing or on such later Business Day specified
by the Borrower in such Notice of Borrowing, make available for the account of
its Lending Office, in U.S. dollars and in immediately available funds, the
amount of such Borrowing to be paid to the Borrower in accordance with its
payment instructions. If a Notice of Borrowing is delivered by the Borrower in
respect of any Borrowing after 12:00 noon (New York time) on a Business Day,
upon satisfaction of the conditions precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall, before 11:00


                                       8.
   12
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

a.m. (New York time) on the first Business Day following the day of receipt of
such Notice of Borrowing or on such later Business Day specified by the Borrower
in such Notice of Borrowing, make available to the Borrower, in accordance with
its payment instructions, in U.S. dollars and in immediately available funds,
the amount of such Borrowing. Payments of proceeds of a Borrowing shall be made
by wire transfer of immediately available funds to the Borrower in accordance
with such wire transfer instructions as the Borrower shall furnish from time to
time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall
be irrevocable and binding on the Borrower. Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider's New York
Branch at the address specified in Section 7.02.

            (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully discharged of its obligation hereunder with respect to
such Notice of Borrowing, and the Liquidity Provider shall not thereafter be
obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. If the Liquidity Provider
makes an Advance requested pursuant to a Notice of Borrowing before 11:00 a.m.
(New York time) on the second Business Day after the date of payment specified
in said Section 2.02(e), the Liquidity Provider shall have fully discharged its
obligations hereunder with respect to such Advance and an event of default shall
not have occurred hereunder. Following the making of any Advance pursuant to
Section 2.02(b), Section 2.02(c) or Section 2.02(d) to fund the Class G Cash
Collateral Account, the Liquidity Provider shall have no interest in or rights
to the Class G Cash Collateral Account, such Advance or any other amounts from
time to time on deposit in the Class G Cash Collateral Account; provided,
however, that the foregoing shall not affect or impair the obligations of the
Subordination Agent to make the distributions contemplated by Section 3.6(e) or
(f) of the Intercreditor Agreement and provided further, that the foregoing
shall not affect or impair the rights of the Liquidity Provider to provide
written instructions with respect to the investment and reinvestment of the Cash
Collateral Accounts to the extent provided in Section 2.2(b) of the
Intercreditor Agreement. By paying to the Borrower proceeds of Advances
requested by the Borrower in accordance with the provisions of this Agreement,
the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

     Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the
fees set forth in the Fee Letter.

      Section 2.04 Automatic Adjustments and Termination of the Maximum
Commitment.

            (a) Automatic Adjustments. Promptly following each date on which the
Required Amount is (1) reduced as a result of a reduction in the Pool Balance of
the Class G Certificates or otherwise, (2) increased as a result of an increase
in the Stated Interest Rate or (3) subsequent to such increase described in
clause (2), reduced pursuant to the definition of "Stated Interest Rate" the
Maximum Commitment shall automatically be reduced or increased, as the case may
be, to an amount equal to the Required Amount (as calculated by the Borrower).
The Borrower shall give notice of any such automatic reduction or increase, as
the case may be, of the Maximum Commitment to the

                                       9.
   13
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

Liquidity Provider within two Business Days thereof. The failure by the Borrower
to furnish any such notice shall not affect such automatic reduction or increase
of the Maximum Commitment.

            (b) Termination. Upon the making of any Provider Advance or Final
Advance hereunder or the occurrence of the Termination Date, the obligation of
the Liquidity Provider to make further Advances hereunder shall automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

      Section 2.05 Repayments of Interest Advances or the Final Advance. Subject
to Sections 2.06, 2 07 and 2.09, the Borrower hereby agrees, without notice of
an Advance or demand for repayment from the Liquidity Provider (which notice and
demand are hereby waived by the Borrower), to pay, or to cause to be paid, to
the Liquidity Provider on each date on which the Liquidity Provider shall make
an Interest Advance or the Final Advance, an amount equal to (a) the amount of
such Advance (any such Advance, until repaid, is referred to herein as an
"Unpaid Advance"), plus (b) interest on the amount of each such Unpaid Advance
as provided in Section 3.07; provided, however, that if (i) the Liquidity
Provider shall make a Provider Advance at any time after making one or more
Interest Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility
or Non-Extended Facility at any time when unreimbursed Interest Advances have
reduced the Maximum Available Commitment to zero, then such Interest Advances
shall cease to constitute Unpaid Advances and shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied Non-Extension Advance,
as the case may be, for all purposes of this Agreement (including, for the
purpose of determining when such Interest Advance is required to be repaid to
the Liquidity Provider in accordance with Section 2.06 and for the purposes of
Section 2.06(b)). The Borrower and the Liquidity Provider agree that the
repayment in full of each Interest Advance and Final Advance on the date such
Advance is made is intended to be a contemporaneous exchange for new value given
to the Borrower by the Liquidity Provider.

      Section 2.06 Repayments of Provider Advances. (a) Amounts advanced
hereunder in respect of a Provider Advance shall be deposited in the Class G
Cash Collateral Account, invested and withdrawn from the Class G Cash Collateral
Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor
Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular
Distribution Date, commencing on the first Regular Distribution Date after the
making of a Provider Advance, interest on the principal amount of any such
Provider Advance as provided in Section 3.07; provided, however, that amounts in
respect of a Provider Advance withdrawn from the Class G Cash Collateral Account
for the purpose of paying interest on the Class G Certificates in accordance
with Section 3.6(f) of the Intercreditor Agreement (the amount of any such
withdrawal being (y) in the case of a Downgrade Advance, an "Applied Downgrade
Advance" and (z) in the case of a Non-Extension Advance, an "Applied
Non-Extension Advance" and, together with an Applied Downgrade Advance, an
"Applied Provider Advance") shall thereafter (subject to Section 2.06(b)) be
treated as an Interest Advance under this Agreement for purposes of determining
the Applicable Liquidity Rate for interest payable thereon; and provided,
further, that if, following the making of a Provider Advance, the Liquidity
Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01,
such Provider Advance shall thereafter be treated as a Final Advance under this
Agreement for purposes of

                                      10.
   14
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

determining the Applicable Liquidity Rate for interest payable thereon and the
obligation for repayment thereof. Subject to Sections 2.07 and 2.09 hereof,
immediately upon the withdrawal of any amounts from the Class G Cash Collateral
Account on account of a reduction in the Required Amount, the Borrower shall
repay to the Liquidity Provider a portion of the Provider Advances in a
principal amount equal to the amount of such reduction, plus interest on the
principal amount prepaid as provided in Section 3.07.

            (b) At any time when an Applied Provider Advance (or any portion
thereof) is outstanding, upon the deposit in the Class G Cash Collateral Account
of any amount pursuant to clause third of Section 2.4(b) of the Intercreditor
Agreement, clause third of Section 3.2 of the Intercreditor Agreement or clause
fourth of Section 3.3 of the Intercreditor Agreement (any such amount being a
"Replenishment Amount") for the purpose of replenishing or increasing the
balance thereof up to the amount of the Required Amount at such time, (i) the
aggregate outstanding principal amount of all Applied Provider Advances (and of
Provider Advances treated as an Interest Advance for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically
reduced by the amount of such Replenishment Amount and (ii) the principal amount
of all outstanding Unapplied Provider Advances shall be automatically increased
by the amount of such Replenishment Amount.

            (c) Upon the provision of a Replacement Liquidity Facility in
replacement of this Agreement in accordance with Section 3.6(e) of the
Intercreditor Agreement, amounts remaining on deposit in the Class G Cash
Collateral Account after giving effect to any Applied Provider Advance on the
date of such replacement shall be reimbursed to the Liquidity Provider, but only
to the extent such amounts are necessary to repay in full to the Liquidity
Provider all amounts owing to it hereunder.

      Section 2.07 Payments to the Liquidity Provider Under the Intercreditor
Agreement. In order to provide for payment or repayment to the Liquidity
Provider of any amounts hereunder, the Intercreditor Agreement provides that
amounts available and referred to in Articles II and III of the Intercreditor
Agreement, to the extent payable to the Liquidity Provider pursuant to the terms
of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of
the Intercreditor Agreement), shall be paid to the Liquidity Provider in
accordance with the terms thereof. Amounts so paid to the Liquidity Provider
shall be applied by the Liquidity Provider to Liquidity Obligations then due and
payable in the order of priority required by the applicable provisions of
Articles II and III of the Intercreditor Agreement or, if not provided for in
the Intercreditor Agreement, then in such manner as the Liquidity Provider shall
deem appropriate.

      Section 2.08 Book Entries. The Liquidity Provider shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower resulting from Advances made from time to time and
the amounts of principal and interest payable hereunder and paid from time to
time in respect thereof; provided, however, that the failure by the Liquidity
Provider to maintain such account or accounts shall not affect the obligations
of the Borrower in respect of Advances.


                                      11.
   15
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

      Section 2.09 Payments from Available Funds Only. All payments to be made
by the Borrower under this Agreement shall be made only from amounts received by
it that constitute Scheduled Payments or Special Payments or payments under
Section 7.1 or 9.1, as the case may be, of any Participation Agreement and
Section 6 of the Note Purchase Agreement, and only to the extent that the
Borrower shall have sufficient income or proceeds therefrom to enable the
Borrower to make payments in accordance with the terms hereof after giving
effect to the priority of payments provisions set forth in the Intercreditor
Agreement. The Liquidity Provider agrees that it shall look solely to such
amounts to the extent available for distribution to it as provided in the
Intercreditor Agreement and this Agreement and that the Borrower, in its
individual capacity, is not personally liable to it for any amounts payable or
liability under this Agreement except as expressly provided in this Agreement or
the Intercreditor Agreement. Amounts on deposit in the Class G Cash Collateral
Account shall be available to the Borrower to make payments under this Agreement
only to the extent and for the purposes expressly contemplated in Section 3.6(f)
of the Intercreditor Agreement.

      Section 2.10 Extension of Expiry Date. No earlier than the 60' day and no
later than the 40th day prior to the then effective Expiry Date (unless such
Expiry Date is on or after the date that is 15 days after the Final Legal
Distribution Date for the Class G Certificates), the Borrower shall request that
the Liquidity Provider extend the Expiry Date to the earlier of (i) the date
that is 15 days after the Final Legal Distribution Date for the Class G
Certificates and (ii) the date that is the day immediately preceding the 364'
day occurring after the last day of the Consent Period (as hereinafter defined).
Whether or not the Borrower has made such request, the Liquidity Provider shall
advise the Borrower, no earlier than the 40' day (or, if earlier, the date of
the Liquidity Provider's receipt of such request, if any, from the Borrower) and
no later than the 25m day prior to the then effective Expiry Date (such period
the "Consent Period"), whether, in its sole discretion, it agrees to so extend
the Expiry Date. If the Liquidity Provider advises the Borrower on or before the
date on which the Consent Period ends that such Expiry Date shall not be so
extended, or fails to irrevocably and unconditionally advise the Borrower on or
before the date on which the Consent Period ends that such Expiry Date shall be
so extended (and, in each case, if the Liquidity Provider shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the
Borrower shall be entitled on and after the date on which the Consent Period
ends (but prior to the then effective Expiry Date) to request a Non-Extension
Advance in accordance with Section 2.02(b) and Section 3.6(d) of the
Intercreditor Agreement.

                                  ARTICLE III

                           OBLIGATIONS OF THE BORROWER

      Section 3.01 Increased Costs. The Borrower shall pay to the Liquidity
Provider from time to time such amounts as may be necessary to compensate the
Liquidity Provider for any costs incurred by the Liquidity Provider which are
attributable to its making or maintaining any Advances hereunder or its
obligation to make any such Advances hereunder, or any reduction in any amount
receivable by the Liquidity Provider under this Agreement or the Intercreditor
Agreement in respect of any such Advances or such obligation (such increases in
costs and reductions in amounts receivable being

                                      12.
   16
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

herein called "Additional Costs"), resulting from any change after the date of
this Agreement in U.S. federal, state, or municipal, or any foreign laws or
regulations, or the adoption or making after such date of any interpretation,
regulation, directive, guideline, requirement or request whether or not having
the force of law, by any court or governmental or monetary authority charged
with the interpretation or administration thereof (a "Regulatory Change"),
which: (1) changes the basis of taxation of any amounts payable to the Liquidity
Provider under this Agreement in respect of any such Advances or such obligation
(other than Taxes); or (2) imposes or modifies any reserve, special deposit,
compulsory loan or similar requirements relating to any extensions of credit or
other assets of, or any deposits with other liabilities of, the Liquidity
Provider (including any such Advances or such obligation or any deposits
referred to in the definition of LIBOR or related definitions). The Liquidity
Provider agrees to use reasonable efforts (consistent with its internal policy
and applicable legal and regulatory restrictions) to change the jurisdiction of
its Lending Office if making such change would avoid the need for, or reduce the
amount of, any amount payable under this Section 3.01 that may thereafter accrue
and would not, in the reasonable judgment of the Liquidity Provider, be
otherwise disadvantageous to the Liquidity Provider.

      The Liquidity Provider shall notify the Borrower of any event occurring
after the date of this Agreement that shall entitle the Liquidity Provider to
compensation pursuant to this Section 3.01 as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, which
notice shall describe in reasonable detail the calculation of the amounts owed
under this Section 3.01; provided, that if the Liquidity Provider fails to give
such notice within 180 days after it obtains such knowledge, the Liquidity
Provider shall, with respect to any costs resulting from such event, only be
entitled to payment under this Section 3.01 for costs incurred from and after
the date 180 days prior to the date the Liquidity Provider does give such
notice. Determinations by the Liquidity Provider for purposes of this Section
3.01 of the effect of any Regulatory Change on its costs of making or
maintaining Advances or on amounts receivable by it in respect of Advances, and
of the additional amounts required to compensate the Liquidity Provider in
respect of any Additional Costs, shall be prima facie evidence of the amount
owed under this Section 3.01.

      Notwithstanding the preceding two paragraphs, the Liquidity Provider and
the Subordination Agent agree that any permitted assignee or participant of the
initial Liquidity Provider that is not a bank shall not be entitled to the
benefits of the preceding two paragraphs (but without limiting the provisions of
Section 7.08 hereof).

      Section 3.02 Capital Adequacy. If (1) compliance with any judicial,
administrative or other governmental interpretation of any law or regulation or
(2) compliance by the Liquidity Provider or any corporation controlling the
Liquidity Provider with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) has the effect
of requiring an increase in the amount of capital required or expected to be
maintained by the Liquidity Provider or any corporation controlling the
Liquidity Provider, and such increase is based upon the Liquidity Provider's
obligations hereunder and other similar obligations, the Borrower shall pay to
the Liquidity Provider such additional amount as shall be reasonably allocable
to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity
Provider agrees to use reasonable efforts

                                      13.
   17
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

(consistent with applicable legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any amount payable under this Section 3.02 that
may thereafter accrue and would not, in the reasonable judgment of the Liquidity
Provider, be otherwise disadvantageous to the Liquidity Provider.

      The Liquidity Provider shall notify the Borrower of any event occurring
after the date of this Agreement that shall entitle the Liquidity Provider to
compensation pursuant to this Section 3.02 as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, which
notice shall describe in reasonable detail the calculation of the amounts owed
under this Section 3.02; provided, that if the Liquidity Provider fails to give
such notice within 180 days after it obtains such knowledge, the Liquidity
Provider shall, with respect to any costs resulting from such event, only be
entitled to payment under this Section 3.02 for costs incurred from and after
the date 180 days prior to the date the Liquidity Provider does give such
notice. Determinations by the Liquidity Provider for purposes of this Section
3.02 of the effect of any increase in the amount of capital required to be
maintained by the Liquidity Provider and of the amount allocable to the
Liquidity Provider's obligations to the Borrower hereunder shall be prima facie
evidence of the amounts owed under this Section 3.02.

      Notwithstanding the preceding two paragraphs, the Liquidity Provider and
the Subordination Agent agree that any permitted assignee or participant of the
initial Liquidity Provider that is not a bank shall not be entitled to the
benefits of the preceding two paragraphs (but without limiting the provisions of
Section 7.08 hereof).

      Section 3.03 Payments Free of Deductions. (a) All payments made by the
Borrower under this Agreement shall be made free and clear of, and without
reduction for or on account of, any Taxes, excluding Excluded Taxes (such
non-excluded taxes being referred to herein, collectively, as "Non-Excluded
Taxes"). If any Non-Excluded Taxes are required to be withheld or deducted from
any amounts payable to the Liquidity Provider under this Agreement, the Borrower
shall (i) within the time prescribed therefor by applicable law pay to the
appropriate governmental or taxing authority the full amount of any such
Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of the
payment required under clause (ii) below) and make such reports or returns in
connection therewith at the time or times and in the manner prescribed by
applicable law, and (ii) pay to the Liquidity Provider an additional amount
which (after deduction of all such Non-Excluded Taxes) shall be sufficient to
yield to the Liquidity Provider the full amount which would have been received
by it had no such withholding or deduction been made. Within 30 days after the
date of each payment hereunder, the Borrower shall furnish to the Liquidity
Provider the original or a certified copy of (or other documentary evidence of)
the payment of the Non-Excluded Taxes applicable to such payment. The Liquidity
Provider agrees to use reasonable efforts (consistent with applicable legal and
regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue and would not, in the reasonable
judgment of the Liquidity Provider, be otherwise materially disadvantageous (as
determined by the Liquidity Provider) to the Liquidity Provider or require the
Liquidity Provider to incur any cost or expenses for which it is not indemnified
by the Borrower. The Liquidity Provider

                                      14.
   18
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

shall deliver to the Borrower such certificates and documents as may be
reasonably requested by the Borrower and required by applicable law and as may
be legally delivered by the Liquidity Provider to establish that payments
hereunder are exempt from (or entitled to a reduced rate of) withholding Tax.

            (b) All payments (including, without limitation, Advances) made by
the Liquidity Provider under this Agreement shall be made free and clear of, and
without reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted from any amounts payable to the Borrower under this
Agreement, the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate governmental or taxing authority the
full amount of any such Taxes (and any additional Taxes in respect of the
additional amounts payable under clause (ii) hereof) and make such reports or
returns in connection therewith at the time or times and in the manner
prescribed by applicable law, and (ii) pay to the Borrower an additional amount
which (after deduction of all such Taxes) shall be sufficient to yield to the
Borrower the full amount which would have been received by it had no such
withholding or deduction been made. Within 30 days after the date of each
payment hereunder, the Liquidity Provider shall furnish to the Borrower the
original or a certified copy of (or other documentary evidence of) the payment
of the Taxes applicable to such payment.

            (c) If any exemption from, or reduction in the rate of, any Taxes is
reasonably available to the Borrower to establish that payments under this
Agreement are exempt from (or entitled to a reduced rate of) tax, the Borrower
shall deliver to the Liquidity Provider such form or forms and such other
evidence of the eligibility of the Borrower for such exemption or reduction as
the Liquidity Provider may reasonably identify to the Borrower as being required
as a condition to exemption from, or reduction in the rate of, any Taxes.

      Section 3.04 Payments. The Borrower shall make or cause to be made each
payment to the Liquidity Provider under this Agreement so as to cause the same
to be received by the Liquidity Provider not later than 1:00 P.M. (New York City
time) on the day when due. The Borrower shall make all such payments in lawful
money of the United States of America, to the Liquidity Provider in immediately
available funds, by wire transfer to The Chase Manhattan Bank, New York, ABA No.
021000021, Account Name: Westdeutsche Landesbank Girozentrale, New York Branch,
Account No. 9201-06-0663, ref. GSF/Transportation, America West Airlines
2001-1G, Attention: Phil Green.

      Section 3.05 Computations. All computations of interest based on the Base
Rate shall be made on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the LIBOR shall be made on the
basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

      Section 3.06 Payment on Non-Business Days. Whenever any payment to be made
hereunder shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made, shall be deemed to have been
made when due). If any payment in respect of interest on an Advance is

                                      15.
   19
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

so deferred to the next succeeding Business Day, such deferral shall not delay
the commencement of the next Interest Period for such Advance (if such Advance
is a LIBOR Advance) or reduce the number of days for which interest shall be
payable on such Advance on the next interest payment date for such Advance.

      Section 3.07 Interest. (a) Subject to Section 2.09, the Borrower shall
pay, or shall cause to be paid, without duplication, interest on (i) the unpaid
principal amount of each Advance from and including the date of such Advance
(or, in the case of an Applied Provider Advance, from and including the date on
which the amount thereof was withdrawn from the Class G Cash Collateral Account
to pay interest on the Class G Certificates) to but excluding the date such
principal amount shall be paid in full (or, in the case of an Applied Provider
Advance, the date on which the Class G Cash Collateral Account is fully
replenished in respect of such Advance) and (ii) any other amount due hereunder
(whether fees, commissions, expenses or other amounts or to the extent permitted
by applicable law, installments of interest on Advances or any such other
amount) which is not paid when due (whether at stated maturity, by acceleration
or otherwise) from and including the due date thereof to but excluding the date
such amount is paid in full, in each such case, at a fluctuating interest rate
per annum for each day equal to the Applicable Liquidity Rate (as defined below)
for such Advance or such other amount as in effect for such day, but in no event
at a rate per annum greater than the maximum rate permitted by applicable law;
provided, however, that, if at any time the otherwise applicable interest rate
as set forth in this Section 3.07 shall exceed the maximum rate permitted by
applicable law, then any subsequent reduction in such interest rate shall not
reduce the rate of interest payable pursuant to this Section 3.07 below the
maximum rate permitted by applicable law until the total amount of interest
accrued equals the amount of interest that would have accrued if such otherwise
applicable interest rate as set forth in this Section 3.07 had at all times been
in effect. Nothing contained in this Section 3.07 shall require the Borrower to
pay any amount under this Section 3.07 other than to the extent the Borrower
shall have funds available therefor.

            (b) Each Advance shall be either a Base Rate Advance or a LIBOR
Advance as provided in this Section or Section 3.10. Each such Advance shall be
a Base Rate Advance for the period from the date of its borrowing to (but
excluding) the third Business Day following the Liquidity Provider's receipt of
the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a
LIBOR Advance; provided, however, that the Borrower (at the direction of the
Controlling Party, so long as the Liquidity Provider is not the Controlling
Party) may (x) convert the Final Advance into a Base Rate Advance on the last
day of an Interest Period for such Advance by giving the Liquidity Provider no
less than four Business Days' prior written notice of such election or (y) elect
to maintain the Final Advance as a Base Rate Advance by not requesting a
conversion of the Final Advance to a LIBOR Advance under Clause (5) of the
applicable Notice of Borrowing (or, if such Final Advance is deemed to have been
made, without delivery of a Notice of Borrowing pursuant to Section 2.06, by
requesting, prior to 11:00 A.M. (New York time) on the first Business Day
following the Borrower's receipt of the applicable Termination Notice, that such
Final Advance not be converted from a Base Rate Advance to a LIBOR Advance).


                                      16.
   20
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

            (c) Each LIBOR Advance shall bear interest during each Interest
Period at a rate per annum equal to LIBOR for such Interest Period plus the
Applicable Margin for such LIBOR Advance, payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day, on the date of such payment (to the
extent of interest accrued on the amount of principal repaid).

            (d) Each Base Rate Advance shall bear interest at a rate per annum
equal to the Base Rate plus the Applicable Margin for such Base Rate Advance,
payable in arrears on each Regular Distribution Date and, in the event of the
payment of principal of such Base Rate Advance on a day other than a Regular
Distribution Date, on the date of such payment (to the extent of interest
accrued on the amount of principal repaid).

            (e) Each amount not paid when due hereunder (whether fees,
commissions, expenses or other amounts or, to the extent permitted by applicable
law, installments of interest on Advances but excluding Advances) shall bear
interest at a rate per annum equal to the Base Rate plus 2.50% per annum.

            (f) Each change in the Base Rate shall become effective immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "Applicable Liquidity Rate."

      Section 3.08 Replacement of Borrower. Subject to Section 5.02, from time
to time and subject to the successor Borrower's meeting the eligibility
requirements set forth in Section 6.9 of the Intercreditor Agreement applicable
to the Subordination Agent, upon the effective date and time specified in a
written and completed Notice of Replacement Subordination Agent in substantially
the form of Annex VI (a "Notice of Replacement Subordination Agent") delivered
to the Liquidity Provider by the then Borrower, the successor Borrower
designated therein shall be substituted for as the Borrower for all purposes
hereunder.

      Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the
Liquidity Provider, upon the request of the Liquidity Provider, such amount or
amounts as shall be sufficient (in the reasonable opinion of the Liquidity
Provider) to compensate it for any loss, cost, or expense incurred by reason of
the liquidation or redeployment of deposits or other funds acquired by the
Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of

                  (1) Any repayment of a LIBOR Advance on a date other than the
      last day of the Interest Period for such Advance; or

                  (2) Any failure by the Borrower to borrow a LIBOR Advance on
      the date for borrowing specified in the relevant notice under Section
      2.02.


                                      17.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

      Section 3.10 Illegality. Notwithstanding any other provision in this
Agreement, if any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for the Liquidity Provider (or its Lending Office) to maintain or
fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider, requires immediate repayment; or (b) at the expiration of
the last Interest Period to expire before the effective date of any such change
or request.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

      Section 4.01 Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the "Effective Date") on which the following conditions precedent have
been satisfied or waived:

            (a) The Liquidity Provider shall have received on or before the
Closing Date each of the following, and in the case of each document delivered
pursuant to paragraphs (i), (ii) and (iii), in form and substance satisfactory
to the Liquidity Provider:

                  (i) This Agreement duly executed on behalf of the Borrower;

                  (ii) The Intercreditor Agreement duly executed on behalf of
      each of the parties thereto (other than the Liquidity Provider);

                  (iii) Fully executed copies of each of the Operative
      Agreements executed and delivered on or before the Closing Date (other
      than this Agreement and the Intercreditor Agreement);

                  (iv) A copy of the Offering Memorandum and specimen copies of
      the Class G Certificates;

                  (v) An executed copy of each opinion, document, instrument and
      certificate delivered on or before the Closing Date pursuant to the Class
      G Trust Agreement, the Intercreditor Agreement, the Note Purchase
      Agreement and the other Operative Agreements entered into on or prior to
      the date hereof (together with, in the case of each such opinion, other
      than the opinion of counsel for the Underwriters, either addressed to the
      Liquidity Provider or accompanied by a letter from the counsel rendering
      such opinion to the

                                      18.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

      effect that the Liquidity Provider is entitled to rely on such opinion as
      of its date as if it were addressed to the Liquidity Provider);

                  (vi) Evidence that there shall have been made and shall be in
      full force and effect, all filings, recordings and/or registrations, and
      there shall have been given or taken any notice or other similar action as
      may be reasonably necessary or, to the extent reasonably requested by the
      Liquidity Provider, reasonably advisable, in order to establish, perfect,
      protect and preserve the right, title and interest, remedies, powers,
      privileges, liens and security interests of, or for the benefit of, the
      Trustee and the Liquidity Provider created by the Operative Agreements
      executed and delivered on or before the Closing Date;

                  (vii) An agreement from America West, pursuant to which
      America West agrees to provide copies of quarterly financial statements
      and audited annual financial statements to the Liquidity Provider (which
      obligations may be satisfied by the furnishing of America West's Form lOQ
      and l OK), in each case, only to the extent that America West is obligated
      to provide such information pursuant to Section 8.2.1 of the Leases
      (related to Leased Aircraft) or to Section 4.08 of the Indentures (related
      to Owned Aircraft) to the parties thereto; and

                  (viii)Such other documents, instruments, opinions and
      approvals as the Liquidity Provider shall have reasonably requested.

            (b) The following statements shall be true on and as of the
Effective Date:

                  (i) The representations and warranties in the Note Purchase
      Agreement and each of the Participation Agreements entered into on or
      prior to the date hereof are true and correct on and as of the Effective
      Date as though made on-and as of the Effective Date;

                  (ii) No event has occurred and is continuing, or would result
      from the entering into of this Agreement or the making of any Advance,
      which constitutes a Liquidity Event of Default; and

                  (iii) There has been no material adverse change in the
      financial condition or results of operations of America West and its
      subsidiaries taken as a whole since December 31, 2000.

            (c) The Liquidity Provider shall have received payment in full of
all fees and other sums required to be paid to or for the account of the
Liquidity Provider on or prior to the Effective Date.

            (d) All conditions precedent to the issuance of the Certificates
under the Trust Agreements shall have been satisfied or waived, all conditions
precedent to the effectiveness of the other Liquidity Facility shall have been
satisfied or waived, and all conditions precedent to the

                                      19.
   23
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

purchase of the Certificates by the Initial Purchasers under the Purchase
Agreement shall have been satisfied (unless any of such conditions precedent
shall have been waived by the Initial Purchasers).

            (e) The Borrower shall have received a certificate, dated the date
hereof, signed by a duly authorized representative of the Liquidity Provider,
certifying that all conditions precedent to the effectiveness of Section 2.01
have been satisfied or waived.

      Section 4.02 Conditions Precedent to Borrowing. The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be
subject to the conditions precedent that the Effective Date shall have occurred
and, prior to the date of such Borrowing, the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.

                                   ARTICLE V

                                   COVENANTS

      Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance
shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment
hereunder or the Borrower shall have any obligation to pay any amount to the
Liquidity Provider hereunder, the Borrower shall, unless the Liquidity Provider
shall otherwise consent in writing:

            (a) Performance of Agreements. Punctually pay or cause to be paid
all amounts payable by it under this Agreement and the other Operative
Agreements and observe and perform in all material respects the conditions,
covenants and requirements applicable to it contained in this Agreement and the
other Operative Agreements.

            (b) Reporting Requirements. Furnish to the Liquidity Provider with
reasonable promptness, such other information and data with respect to the
transactions contemplated by the Operative Agreements as from time to time may
be reasonably requested by the Liquidity Provider; and permit the Liquidity
Provider, upon reasonable notice, to inspect the Borrower's books and records
with respect to such transactions and to meet with officers and employees of the
Borrower to discuss such transactions.

            (c) Certain Operative Agreements. Furnish to the Liquidity Provider
with reasonable promptness any Operative Agreement entered into after the date
hereof.

      Section 5.02 Negative Covenants of the Borrower. So long as any Advance
shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment
hereunder or the Borrower shall have any obligation to pay any amount to the
Liquidity Provider hereunder, the Borrower shall not appoint or permit or suffer
to be appointed any successor Borrower without the written consent of the
Liquidity Provider, which consent shall not be unreasonably withheld or delayed.


                                      20.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

      Section 6.01 Liquidity Events of Default. If (a) any Liquidity Event of
Default has occurred and is continuing and (b) there is a Performing Note
Deficiency, the Liquidity Provider may, in its discretion, deliver to the
Borrower a Termination Notice, the effect of which shall be to cause (i) the
obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such Termination Notice is received
by the Borrower, (ii) the Borrower to promptly request, and the Liquidity
Provider to promptly make, a Final Advance in accordance with Section 2.02(d)
and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding
Advances to be automatically converted into Final Advances for purposes of
determining the Applicable Liquidity Rate for interest payable thereon, and (iv)
subject to Sections 2.07 and 2.09, all Advances (including, without limitation,
any Provider Advance and Applied Provider Advance), any accrued interest thereon
and any other amounts outstanding hereunder to become immediately due and
payable to the Liquidity Provider.

                                  ARTICLE VII

                                 MISCELLANEOUS

      Section 7.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Liquidity Provider, and, in the case of an amendment, the Borrower, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

      Section 7.02 Notices, Etc. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including sent by telecopier):

      Borrower:         Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, DE 19890-0001
                        Attention: Corporate Trust Administration
                        Telephone: 302-651-1000
                        Telecopy: 302-651-8882


                                      21.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]

      Liquidity
      Provider:         Westdeutsche Landesbank Girozentrale
                        New York Branch
                        1211 Avenue of the Americas
                        New York, New York 10036
                        Business/Credit Contact
                        Attention:  Transportation Finance
                        Global Structured Finance/Americas

                        Telephone: 212-852-6115
                        Telecopy: 212-869-7634

                        Operations Contact
                        Attention: Philip Green
                                   Loan Administration

                        Telephone: 212-852-6113
                        Telecopy: 212-302-7946

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a Written Notice to the others. All such notices and
communications shall be effective (i) if given by telecopier, when transmitted
to the telecopier number specified above with receipt confirmed, (ii) if given
by mail, when deposited in the mails addressed as specified above, and (iii) if
given by other means, when delivered at the address specified above, except that
Written Notices to the Liquidity Provider pursuant to the provisions of Articles
II and III shall not be effective until received by the Liquidity Provider,
subject to the last sentence of Section 2.02(e). A copy of all notices delivered
hereunder to either party shall in addition be delivered to each of the parties
to the Participation Agreements at their respective addresses set forth therein.

      Section 7.03 No Waiver: Remedies. No failure on the part of the Liquidity
Provider to exercise, and no delay in exercising, any right under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under this Agreement preclude any other or further exercise thereof or
the exercise of any other right. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.

      Section 7.04 Further Assurances. The Borrower agrees to do such further
acts and things and to execute and deliver to the Liquidity Provider such
additional assignments, agreements, powers and instruments as the Liquidity
Provider may reasonably require or deem advisable to carry into effect the
purposes of this Agreement and the other Operative Agreements or to better
assure and confirm unto the Liquidity Provider its rights, powers and remedies
hereunder and under the other Operative Agreements.

                                      22.

   26
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


      Section 7.05 Indemnification: Survival of Certain Provisions. The
Liquidity Provider shall be indemnified hereunder to the extent and in the
manner described in Section 7.1 or 9.1, as the case may be, of any Participation
Agreement and Section 6(c) of the Note Purchase Agreement. In addition, the
Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity
Provider from, against and in respect of, and shall pay on demand, all Expenses
of any kind or nature whatsoever (other than any Expenses of the nature
described in Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless
of whether indemnified against pursuant to said Sections or in such Fee Letter))
that may be imposed, incurred by or asserted against any Liquidity Indemnitee,
in any way relating to, resulting from, or arising out of or in connection with
any action, suit or proceeding by any third party against such Liquidity
Indemnitee and relating to this Agreement, the Intercreditor Agreement, the Fee
Letter or any Participation Agreement; provided, however, that the Borrower
shall not be required to indemnify, protect, defend and hold harmless any
Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to
the extent such Expense is (i) attributable to the gross negligence or willful
misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii)
ordinary and usual operating overhead expense or (iii) attributable to the
failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to
perform or observe any agreement, covenant or condition on its part to be
performed or observed in this Agreement, the Intercreditor Agreement, the Fee
Letter or any other Operative Agreement to which it is a party. The indemnities
contained in Section 6(c) of the Note Purchase Agreement and Section 7.1 or 9.1,
as the case may be, of any Participation Agreement and the provisions of
Sections 3.01, 302, 3.03, 3.09, 7.05 and 7.07 shall survive the termination of
this Agreement.

      Section 7.06 Liability of the Liquidity Provider. (a) Neither the
Liquidity Provider nor any of its officers, directors, employees or affiliates
shall be liable or responsible for: (i) the use which may be made of the
Advances or any acts or omissions of the Borrower or any beneficiary or
transferee in connection therewith; (ii) the validity, sufficiency or
genuineness of documents, or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid, insufficient, fraudulent or
forged; or (iii) the making of Advances by the Liquidity Provider against
delivery of a Notice of Borrowing and other documents which do not comply with
the terms hereof; provided, however, that the Borrower shall have a claim
against the Liquidity Provider, and the Liquidity Provider shall be liable to
the Borrower, to the extent of any damages suffered by the Borrower which were
the result of (A) the Liquidity Provider's willful misconduct or negligence in
determining whether documents presented hereunder comply with the terms hereof,
or (B) any breach by the Liquidity Provider of any of the terms of this
Agreement, including, but not limited to, the Liquidity Provider's failure to
make lawful payment hereunder after the delivery to it by the Borrower of a
Notice of Borrowing complying with the terms and conditions hereof.

            (b) Neither the Liquidity Provider nor any of its officers,
employees, directors or Affiliates shall be liable or responsible in any respect
for (i) any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with this
Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action,
inaction or omission which may be taken by it in good faith, absent willful
misconduct or negligence (in which


                                      23.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


event the extent of the Liquidity Provider's potential liability to the Borrower
shall be limited as set forth in the preceding paragraph), in connection with
this Agreement or any Notice of Borrowing.

      Section 7.07 Costs. Expenses and Taxes. The Borrower agrees to pay, or
cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity Provider shall make demand, all reasonable out-of-pocket
costs and expenses of the Liquidity Provider in connection with the preparation,
negotiation, execution, delivery, filing and recording of this Agreement, any
other Operative Agreement and any other documents which may be delivered in
connection with this Agreement, including, without limitation, the reasonable
fees and expenses of outside counsel for the Liquidity Provider and (B) on
demand, all reasonable costs and expenses of the Liquidity Provider (including
reasonable counsel fees and expenses) in connection with (i) the enforcement of
this Agreement or any other Operative Agreement, (ii) the modification or
amendment of, or supplement to, this Agreement or any other Operative Agreement
or such other documents which may be delivered in connection herewith or
therewith (whether or not the same shall become effective) or (iii) any action
or proceeding relating to any order, injunction, or other process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under this Agreement, the Intercreditor Agreement or any other Operative
Agreement or otherwise affecting the application of funds in the Class G Cash
Collateral Account. In addition, the Borrower shall pay any and all recording,
stamp and other similar taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement
any other Operative Agreement and such other documents, and agrees to save the
Liquidity Provider harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
or fees.

      Section 7.08 Binding Effect; Participations. (a) This Agreement shall be
binding upon and inure to the benefit of the Borrower and the Liquidity Provider
and their respective successors and assigns, except that neither the Liquidity
Provider (except as otherwise provided in this Section 7.08) nor the Borrower
(except as contemplated by Section 3.08) shall have the right to assign its
rights or obligations hereunder or any interest herein without the prior written
consent of the other party, subject to the requirements of Section 7.08(b). The
Liquidity Provider may grant participations herein or in any of its rights
hereunder and under the other Operative Agreements to such Persons (other than
America West or any of its Affiliates) as the Liquidity Provider may in its sole
discretion select, subject to the requirements of Section 7.08(b). No such
participation by the Liquidity Provider, however, shall relieve the Liquidity
Provider of its obligations hereunder. In connection with any participation or
any proposed participation, the Liquidity Provider may disclose to the
participant or the proposed participant any information that the Borrower is
required to deliver or to disclose to the Liquidity Provider pursuant to this
Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's
source of funds may derive in part from its participants. Accordingly,
references in this Agreement and the other Operative Agreements to
determinations, reserve and capital adequacy requirements, increased costs,
reduced receipts and the like as they pertain to the Liquidity Provider shall be
deemed also to include those of each of its participants that are banks
(subject, in each case, to the maximum amount that would have been incurred by
or attributable to the Liquidity Provider


                                      24.
   28
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


directly if the Liquidity Provider, rather than the participant, had held the
interest participated other than a result of a change in law following the date
of any participation).

            (b) If, pursuant to Section 7.08(a) above, the Liquidity Provider
sells any participation in this Agreement to any bank or other entity (each, a
"Participating Institution"), then, concurrently with the effectiveness of such
participation, the Participating Institution shall (i) represent to the
Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower)
either (A) that it is incorporated under the laws of the United States or a
state thereof or (B) that under applicable law and treaties, no taxes shall be
required to be withheld by the Borrower or the Liquidity Provider with respect
to any payments to be made to such Participating Institution in respect of this
Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated, two copies of a properly completed
United States Internal Revenue Service Form W-8ECI or Form W-8BEN, as
appropriate, or other applicable form, certificate or document prescribed by the
Internal Revenue Service certifying, in each case, such Participating
Institution's entitlement to a complete exemption from United States federal
withholding tax in respect to any and all payments to be made hereunder, and
(iii) agree (for the benefit of the Liquidity Provider and the Borrower) to
provide the Liquidity Provider and the Borrower a new Form W-8ECI or Form
W-8BEN, as appropriate, (A) on or before the date that any such form expires or
becomes obsolete or (B) after the occurrence of any event requiring a change in
the most recent form previously delivered by it and prior to the immediately
following due date of any payment by the Borrower hereunder, certifying in the
case of a Form W-8BEN or Form W-8ECI that such Participating Institution is
entitled to a complete exemption from United States federal withholding tax on
payments under this Agreement. Unless the Borrower has received forms or other
documents reasonably satisfactory to it (and required by applicable law) from
the Participating Institution indicating that payments hereunder are not subject
to United States federal withholding tax, the Borrower shall withhold taxes as
required by law from such payments at the applicable statutory rate without any
obligation to make additional payments under Section 3.03.

            (c) Notwithstanding the other provisions of this Section 7.08, the
Liquidity Provider may assign and pledge all or any portion of the Advances
owing to it to any Federal Reserve Bank or the United States Treasury as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower to the Liquidity Provider in accordance with the terms of this
Agreement shall satisfy the Borrower's obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

      Section 7.09 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.


                                      25.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


      Section 7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

      Section 7.11 Submission to Jurisdiction: Waiver of Jury Trial; Waiver of
Immunity.

            (a) Each of the parties hereto hereby irrevocably and
unconditionally:

                  (i) submits for itself and its property in any legal action or
      proceeding relating to this Agreement or any other Operative Agreement, or
      for recognition and enforcement of any judgment in respect hereof or
      thereof, to the non-exclusive general jurisdiction of the courts of the
      State of New York, the courts of the United States of America for the
      Southern District of New York, and the appellate courts from any thereof;

                  (ii) consents that any such action or proceeding may be
      brought in such courts, and waives any objection that it may now or
      hereafter have to the venue of any such action or proceeding in any such
      court or that such action or proceeding was brought in an inconvenient
      court and agrees not to plead or claim the same;

                  (iii) agrees that service of process in any such action or
      proceeding may be effected by mailing a copy thereof by registered or
      certified mail (or any substantially similar form of mail), postage
      prepaid, to each party hereto at its address set forth in Section 7.02, or
      at such other address of which the Liquidity Provider shall have been
      notified pursuant thereto; and

                  (iv) agrees that nothing herein shall affect the right to
      effect service of process in any other manner permitted by law or shall
      limit the right to sue in any other jurisdiction.

            (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS
BEING ESTABLISHED, including, without limitation, contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. The
Borrower and the Liquidity Provider each warrant and represent that it has
reviewed this waiver with its legal counsel, and that it knowingly and
voluntarily waives its jury trial rights following consultation with such legal
counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO


                                      26.
   30
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.

            (c) The Liquidity Provider hereby waives any immunity it may have
from the jurisdiction of the courts of the United States or of any State and
waives any immunity any of its properties located in the United States may have
from attachment or execution upon a judgment entered by any such court under the
United States Foreign Sovereign Immunities Act of 1976 or any similar successor
legislation.

      Section 7.12 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which counterpart, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

      Section 7.13 Entirety. This Agreement and the other Operative Agreements
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings and agreements of
such parties.

      Section 7.14 Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

      Section 7.15 LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER
TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER NOTICES OF
BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL
AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

      Section 7.16 Transfer. The Liquidity Provider hereby acknowledges and
consents to the Transfer contemplated by the Assignment and Assumption
Agreement.


                                      27.
   31
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first set forth above.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Subordination Agent and Trustee, as
                                       Borrower


                                       By:   /s/ Anita Dallago
                                           -------------------------------------
                                             Name: Anita Dallago
                                             Title: Financial Services Officer


                                       WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW
                                       YORK BRANCH
                                       as Liquidity Provider


                                       By:   /s/ Brigitte Thieme
                                           -------------------------------------
                                             Name: Brigitte Thieme
                                             Title: Managing Director


                                       By:   /s/ Alfred Heynen
                                           -------------------------------------
                                             Name: Alfred Heynen
                                             Title: Associate Director


                                      I-1
   32
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


                                                                      Annex I to
                                                      Revolving Credit Agreement


                      INTEREST ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned borrower
(the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the
"Liquidity Provider"), with reference to the Revolving Credit Agreement
(2001-1G), dated as of May-, 2001, between the Borrower and the Liquidity
Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of an Interest Advance by the Liquidity Provider to be used,
      subject to clause (3)(v) below, for the payment of interest on the Class G
      Certificates which was payable on __________ (the "Distribution Date") in
      accordance with the terms and provisions of the Class G Trust Agreement
      and the Class G Certificates, which Advance is requested to be made on
      __________. The Interest Advance should be transferred to account
      __________.

            (3) The amount of the Interest Advance requested hereby (i) is
      $__________, to be applied in respect of the payment of interest which was
      due and payable on the Class G Certificates on such Distribution Date,
      (ii) does not include any amount with respect to the payment of principal
      of, or premium on, the Class G Certificate, the Class C Certificates or
      the Class D Certificates, or interest on the Class C Certificates or the
      Class D Certificates, (iii) was computed in accordance with the provisions
      of the Class G Certificates, the Class G Trust Agreement and the
      Intercreditor Agreement (a copy of which computation is attached hereto as
      Schedule I), (iv) does not exceed the Maximum Available Commitment on the
      date hereof, (v) does not include any amount of interest which was due and
      payable on the Class G Certificates on such Distribution Date but which
      remains unpaid due to the failure of the Depositary to pay any amount of
      accrued interest on the Deposits on such Distribution Date, and (vi) has
      not been and is not the subject of a prior or contemporaneous Notice of
      Borrowing.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower shall apply the same in accordance with
      the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion
      of such amount shall be applied by the Borrower for any other purpose and
      (c) no portion of such amount until so applied shall be commingled with
      other funds held by the Borrower.

      The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, the making of the Interest Advance as requested by this Notice of
Borrowing shall automatically reduce, subject to


                                      I-2
   33
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


reinstatement in accordance with the terms of the Liquidity Agreement, the
Maximum Available Commitment by an amount equal to the amount of the Interest
Advance requested to be made hereby as set forth in clause (i) of paragraph (3)
of this Notice of Borrowing and such reduction shall automatically result in
corresponding reductions in the amounts available to be borrowed pursuant to a
subsequent Advance.

      IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of
Borrowing as of the __________ day of __________, ____.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Subordination Agent, as Borrower


                                       By: _____________________________________
                                             Name:
                                             Title:


                                      I-3
   34
                 SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

     [Insert Copy of Computations in accordance with Interest Advance Notice of
                                     Borrowing]


                                      I-4
   35
                                                                     Annex II to
                                                      Revolving Credit Agreement


                     NON-EXTENSION ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned borrower
(the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the
"Liquidity Provider"), with reference to the Revolving Credit Agreement
(2001-1G), dated as of May-, 2001, between the Borrower and the Liquidity
Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Non-Extension Advance by the Liquidity Provider to be used
      for the funding of the Class G Cash Collateral Account in accordance with
      Section 3.6(d) of the Intercreditor Agreement, which Advance is requested
      to be made on __________, ____. The Non-Extension Advance should be
      transferred to __________.

            (3) The amount of the Non-Extension Advance requested hereby (i) is
      $__________, which equals the Maximum Available Commitment on the date
      hereof and is to be applied in respect of the funding of the Class G Cash
      Collateral Account in accordance with Section 3.6(d) of the Intercreditor
      Agreement, (ii) does not include any amount with respect to the payment of
      the principal of, or premium on, the Class G Certificates, the Class C
      Certificates or the Class D Certificates, or interest on the Class C
      Certificates or the Class D Certificates, (iii) was computed in accordance
      with the provisions of the Class G Certificates, the Class G Trust
      Agreement and the Intercreditor Agreement (a copy of which computation is
      attached hereto as Schedule 1), and (iv) has not been and is not the
      subject of a prior or contemporaneous Notice of Borrowing under the
      Liquidity Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class G
      Cash Collateral Account and apply the same in accordance with the terms of
      Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

      The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Non-Extension Advance as requested by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of the Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the
Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.


                                      II-1
   36
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


      IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of
Borrowing as of the __________ day of __________, ____.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Subordination Agent, as Borrower


                                       By: _____________________________________
                                             Name:
                                             Title:


                                      II-2
   37
                       SCHEDULE I TO NON-EXTENSION ADVANCE
                                NOTICE OF BORROWING
                  [Insert copy of computations in accordance with
                     Non-Extension Advance Notice of Borrowing]


                                      II-3
   38
                                                                    Annex III to
                                                      Revolving Credit Agreement


                      DOWNGRADE ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned borrower
(the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the
"Liquidity Provider"), with reference to the Revolving Credit Agreement
(2001-1G) dated as of May-, 2001, between the Borrower and the Liquidity
Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Downgrade Advance by the Liquidity Provider to be used for
      the funding of the Class G Cash Collateral Account in accordance with
      Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading
      of the short-term unsecured debt rating of the Liquidity Provider issued
      by either Rating Agency below the Threshold Rating, which Advance is
      requested to be made on __________. The Downgrade Advance should be
      transferred to __________.

            (3) The amount of the Downgrade Advance requested hereby (i) is
      $__________ which equals the Maximum Available Commitment on the date
      hereof and is to be applied in respect of the funding of the Class G Cash
      Collateral Account in accordance with Section 3.6(c) of the Intercreditor
      Agreement, (ii) does not include any amount with respect to the payment of
      principal of, or premium on, the Class G Certificates, the Class C
      Certificates, or the Class D Certificates, or interest on the Class C
      Certificates or the Class D Certificates, (iii) was computed in accordance
      with the provisions of the Class G Certificates, the Class G Trust
      Agreement and the Intercreditor Agreement (a copy of which computation is
      attached hereto as Schedule 1), and (iv) has not been and is not the
      subject of a prior or contemporaneous Notice of Borrowing under the
      Liquidity Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower shall deposit such amount in the Class
      G Cash Collateral Account and apply the same in accordance with the terms
      of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

      The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Downgrade Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the Downgrade


                                     III-1
   39
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


Advance requested by this Notice of Borrowing, the Borrower shall not be
entitled to request any further Advances under the Liquidity Agreement.

      IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of
Borrowing as of the __________ day of __________, ____.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Subordination Agent, as Borrower


                                       By: _____________________________________
                                             Name:
                                             Title:


                                     III-2
   40
                SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

                  [Insert Copy of Computations in accordance with
                       Downgrade Advance Notice of Borrowing]


                                     III-3
   41
                                                                     Annex IV to
                                                      Revolving Credit Agreement


                        FINAL ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned borrower
(the "Borrower"), hereby certifies to Westdeutsche Landesbank Girozentrale (the
"Liquidity Provider"), with reference to the Revolving Credit Agreement
(2001-1G), dated as of May __, 2001, between the Borrower and the Liquidity
Provider (the "Liquidity Agreement"); the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Final Advance by the Liquidity Provider to be used for the
      funding of the Class G Cash Collateral Account in accordance with Section
      3.6(i) of the Intercreditor Agreement by reason of the receipt by the
      Borrower of a Termination Notice from the Liquidity Provider with respect
      to the Liquidity Agreement, which Advance is requested to be made on
      __________.

            (3) The amount of the Final Advance requested hereby (i) is
      $__________, which equals the Maximum Available Commitment on the date
      hereof and is to be applied in respect of the funding of the Class G Cash
      Collateral Account in accordance with Section 3.6(i) of the Intercreditor
      Agreement, (ii) does not include any amount with respect to the payment of
      principal of, or premium on the Class G Certificates, the Class C
      Certificates or the Class D Certificates, or interest on the Class C
      Certificates or the Class D Certificates, (iii) was computed in accordance
      with the provisions of the Class G Certificates, the Class G Trust
      Agreement and the Intercreditor Agreement (a copy of which computation is
      attached hereto as Schedule I), and (iv) has not been and is not the
      subject of a prior or contemporaneous Notice of Borrowing.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower shall deposit such amount in the Class
      G Cash Collateral Account and apply the same in accordance with the terms
      of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.


                                      IV-1
   42
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


            (5) The Borrower hereby requests that the Advance requested hereby
      be a Base Rate Advance [and that such Base Rate Advance be converted into
      a LIBOR Advance on the third Business Day following your receipt of this
      notice.](1)

            The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Final Advance as requested by this Notice of
Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the Final Advance
requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the __________ day of __________, ____.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Subordination Agent, as Borrower


                                       By: _____________________________________
                                             Name:
                                             Title:




- --------

(1)    Bracketed language may be included at Borrower's option.


                                      IV-2
   43
                  SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

                  [Insert Copy of Computations in accordance with
                         Final Advance Notice of Borrowing]


                                      IV-3
   44
                                                                      Annex V to
                                                      Revolving Credit Agreement


                              NOTICE OF TERMINATION

                                     [Date]

Wilmington Trust Company
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention: Corporate Trust Administration

Re:   Revolving Credit Agreement (2001-1G), dated as of May-, 2001, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee for
      the America West Airlines 2001-1G Pass Through Trust, as Borrower, and
      Westdeutsche Landesbank Girozentrale, New York Branch (the "Liquidity
      Agreement")

Ladies and Gentlemen:

      You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement, by reason of the occurrence of a Liquidity Event of Default and the
existence of a Performing Note Deficiency (each as defined therein), we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined therein) under such Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a
consequence of your receipt of this notice.

      THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE
LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY
AGREEMENT SHALL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.


                                      V-1
   45
                                          [REVOLVING CREDIT AGREEMENT (2001-1G)]


                                     Very truly yours,

                                     WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW
                                     YORK BRANCH, as Liquidity Provider


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


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


cc:   Wilmington Trust Company,
      as Class G Trustee


                                      V-2
   46
                                                                     Annex VI to
                                                      Revolving Credit Agreement

                     NOTICE OF REPLACEMENT SUBORDINATION AGENT

                                     [Date]

Attention:

Re:   Revolving Credit Agreement (2001-1G), dated as of May-, 2001, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee for
      the America West Airlines 2001-1G Pass Through Trust, as Borrower, and
      Westdeutsche Landesbank Girozentrale (the "Liquidity Agreement")

Ladies and Gentlemen:

      For value received, the undersigned hereby irrevocably transfers to:

                                       _________________________________________
                                       [Name of Transferee]

                                       _________________________________________
                                       [Address of Transferee]

all rights and obligations of the undersigned as Borrower and Subordination
Agent under the Liquidity Agreement referred to above. The transferee has
succeeded the undersigned as Borrower and Subordination Agent under the
Intercreditor Agreement referred to in the first paragraph of the Liquidity
Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement.

      By this transfer, all rights of the undersigned as Borrower and
Subordination Agent under the Liquidity Agreement are transferred to the
transferee and the transferee shall hereafter have the sole rights and
obligations as Borrower and Subordination Agent thereunder. The undersigned
shall pay any costs and expenses of such transfer, including, but not limited
to, transfer taxes or governmental charges.

      We ask that this transfer be effective as of __________, ____.

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Subordination Agent, as Borrower


                                       By: _____________________________________
                                             Name:
                                             Title:


                                      VI-1

EX-4.11

   1
                                  EXHIBIT 4.11

                                                                  EXECUTION COPY

                      REVOLVING CREDIT AGREEMENT (2001-1C)





                            Dated as of May 17, 2001



                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                America West Airlines Pass Through Trust 2001-1C,

                                   as Borrower

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                New York Branch,





                              as Liquidity Provider

                                   Relating to

                America West Airlines Pass Through Trust 2001-1C
 8.37% America West Airlines Enhanced Pass Through Certificates, Series 2001-1C
   2
                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                            
ARTICLE 1             DEFINITIONS.................................................................................1

         Section 1.01      Certain Defined Terms..................................................................1

ARTICLE 2             AMOUNT AND TERMS OF THE COMMITMENT..........................................................7

         Section 2.01      Advances...............................................................................7

         Section 2.02      Making the Advances....................................................................7

         Section 2.03      Fees...................................................................................9

         Section 2.04      Automatic Adjustments and Termination of the Maximum Commitment........................9

         Section 2.05      Repayments of Interest Advances or the Final Advance...................................9

         Section 2.06      Repayments of Provider Advances.......................................................10

         Section 2.07      Payments to the Liquidity Provider Under the Intercreditor Agreement..................11

         Section 2.08      Book Entries..........................................................................11

         Section 2.09      Payments from Available Funds Only....................................................11

         Section 2.10      Extension of Expiry Date..............................................................12

ARTICLE 3             OBLIGATIONS OF THE BORROWER................................................................12

         Section 3.01      Increased Costs.......................................................................12

         Section 3.02      Capital Adequacy......................................................................13

         Section 3.03      Payments Free of Deductions...........................................................14

         Section 3.04      Payments..............................................................................15

         Section 3.05      Computations..........................................................................15

         Section 3.06      Payment on Non-Business Days..........................................................15

         Section 3.07      Interest..............................................................................15

         Section 3.08      Replacement of Borrower...............................................................17

         Section 3.09      Funding Loss Indemnification..........................................................17

         Section 3.10      Illegality............................................................................17

ARTICLE 4             CONDITIONS PRECEDENT.......................................................................18

         Section 4.02      Conditions Precedent to Borrowing.....................................................19

ARTICLE 5             COVENANTS..................................................................................20

         Section 5.01      Affirmative Covenants of the Borrower.................................................20

         Section 5.02      Negative Covenants of the Borrower....................................................20


                                       i.
   3
                               TABLE OF CONTENTS
                                  (CONTINUED)



                                                                                                              
ARTICLE 6             LIQUIDITY EVENTS OF DEFAULT................................................................20

ARTICLE 7             MISCELLANEOUS..............................................................................21

         Section 7.01      Amendments, Etc.......................................................................21

         Section 7.02      Notices, Etc..........................................................................21

         Section 7.03      No Waiver; Remedies...................................................................22

         Section 7.04      Further Assurances....................................................................22

         Section 7.05      Indemnification; Survival of Certain Provisions.......................................22

         Section 7.06      Liability of the Liquidity Provider...................................................22

         Section 7.07      Costs, Expenses and Taxes.............................................................23

         Section 7.08      Binding Effect; Participations........................................................23

         Section 7.09      Severability..........................................................................25

         Section 7.10      GOVERNING LAW.........................................................................25

         Section 7.11      Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity..................25

         Section 7.12      Execution in Counterparts.............................................................26

         Section 7.13      Entirety..............................................................................26

         Section 7.14      Headings..............................................................................26

         Section 7.15      LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES......................................26

         Section 7.16      Transfer..............................................................................26



Annex I   Interest Advance Notice of Borrowing

Annex II  Non-Extension Advance Notice of Borrowing

Annex III Downgrade Advance Notice of Borrowing

Annex IV  Final Advance Notice of Borrowing

Annex V   Notice of Termination

Annex VI  Notice of Replacement Subordination Agent

                                      ii.
   4
                      REVOLVING CREDIT AGREEMENT (2001-1C)

         This REVOLVING CREDIT AGREEMENT (2001-1C), dated as of May 17, 2001 (as
it may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof, this "Agreement"), between WILMINGTON TRUST
COMPANY, a Delaware banking corporation, not in its individual capacity but
solely as Subordination Agent under the Intercreditor Agreement (each as defined
below), as agent and trustee for the Class C Trust (as defined below) (the
"Borrower"), and WESTDEUTSCHE LANDESBANK GIROZENTRALE, a German banking
institution organized under the laws of the State of North Rhine - Westphalia,
Germany, acting through its New York branch ("West LB" or the "Liquidity
Provider").

                               W I T N E S S E T H

         WHEREAS, pursuant to the Class C Trust Agreement (as defined below),
the Class C Trust is issuing the Class C Certificates; and

         WHEREAS, the Borrower, in order to support the timely payment of a
portion of the interest on the Class C Certificates in accordance with their
terms, has requested the Liquidity Provider to enter into this Agreement,
providing in part for the Borrower to request in specified circumstances that
Advances be made hereunder.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, and of other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         Section 1.01 Certain Defined Terms.

                  (a) For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

                           (i) the terms used herein that are defined in this
                  Article I have the meanings assigned to them in this Article
                  I, and include the plural as well as the singular;

                           (ii) all references in this Agreement to designated
                  "Articles," "Sections" and other subdivisions are to the
                  designated Articles, Sections and other subdivisions of this
                  Agreement;

                           (iii) the words "herein," "hereof" and "hereunder"
                  and other words of similar import refer to this Agreement as a
                  whole and not to any particular Article, Section or other
                  subdivision; and

                           (iv) the term "including" means "including without
                  limitation".

                  "Additional Costs" has the meaning specified in Section 3.01.

                                       1.
   5
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                  "Advance" means an Interest Advance, a Final Advance, a
Provider Advance or an Applied Provider Advance, as the case may be.

                  "Applicable Liquidity Rate" has the meaning specified in
Section 3.07(g).

                  "Applicable Margin" means (x) with respect to any Unpaid
Advance or Applied Provider Advance, 2.25% and (y) with respect to any Unapplied
Provider Advance, 0.35%.

                  "Applied Downgrade Advance" has the meaning specified in
Section 2.06(a).

                  "Applied Non-Extension Advance" has the meaning assigned to
such term in Section 2.06(a).

                  "Applied Provider Advance" has the meaning assigned to such
term in Section 2.06(a).

                  "Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement to be entered into between the Borrower and the trustee of
the Successor Trust, substantially in the form of Exhibit D to the Class C Trust
Agreement.

                  "Base Rate" means the rate of interest announced publicly by
WestLB from time to time in New York, New York, as its base rate.

                  "Base Rate Advance" means an Advance that bears interest at a
rate based upon the Base Rate.

                  "Borrower" has the meaning specified in the recitals to this
Agreement.

                  "Borrowing" means the making of Advances requested by delivery
of a Notice of Borrowing.

                  "Business Day" means any day (x) other than a Saturday or
Sunday or a day on which commercial banks are authorized or required by law to
close in Phoenix, Arizona, New York, New York or, so long as any Class C
Certificate is outstanding, the city and state in which the Class C Trustee, the
Borrower or any Indenture Trustee maintains its corporate trust office or
receives and disburses funds, and (y) if the applicable Business Day relates to
any Advance or amount bearing interest based on LIBOR, on which dealings are
carried on in the London interbank market.

                  "Consent Period" has the meaning specified in Section 2.10.

                  "Deposits" has the meaning assigned to such term in the
Deposit Agreement.

                  "Depositary" means Citibank, N.A.

                  "Deposit Agreement" means the Deposit Agreement (2001-1C)
dated as of the date hereof between Wilmington Trust Company, as Escrow Agent
and Citibank, N.A., as

                                       1.
   6
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

Depositary, pertaining to the Class C Certificates, as the same may be amended,
modified or supplemented from time to time in accordance with the terms thereof.

                  "Downgrade Advance" means an Advance made pursuant to Section
2.02(c).

                  "Effective Date" has the meaning specified in Section 4.01.
The delivery of the certificate of the Liquidity Provider contemplated by
Section 4.01(e) shall be conclusive evidence that the Effective Date has
occurred.

                  "Excluded Taxes" means (i) any Taxes imposed on, based on, or
measured by the overall net income, capital, franchises, or receipts (other than
Taxes which are or are in the nature of sales or use Taxes or value added Taxes)
of the Liquidity Provider or any of its Lending Offices, (ii) withholding Taxes
imposed under laws in effect on the date hereof by the United States on payments
to a recipient in the jurisdiction in which the Liquidity Provider's initial
Lending Office is located, (iii) withholding Taxes imposed by the United States
on payments to a recipient in any other jurisdiction to which such Lending
Office is moved if, under the laws in effect at the time of such move, such laws
would require greater withholding of Taxes on payments to such Liquidity
Provider acting from an office in such jurisdiction than would be required on
payments to such Liquidity Provider acting from an office in the jurisdiction
from which such Lending Office was moved, and (iv) any withholding Taxes imposed
by the United States which are imposed or increased as a result of the Liquidity
Provider failing to deliver to the Borrower any certificate or document (which
certificate or document in the good faith judgment of the Liquidity Provider it
is able and legally entitled to provide) which is reasonably requested by the
Borrower to establish that payments under this Agreement are exempt from (or
entitled to a reduced rate of) withholding Tax.

                  "Expenses" means liabilities, obligations, damages,
settlements, penalties, claims, actions, suits, costs, expenses, and
disbursements (including, without limitation, reasonable fees and disbursements
of legal counsel and costs of investigation), provided that Expenses shall not
include Taxes.

                  "Expiry Date" means May 15, 2002, initially, or any date to
which the Expiry Date is extended pursuant to Section 2.10.

                  "Final Advance" means an Advance made pursuant to Section
2.02(d).

                  "Intercreditor Agreement" means the Intercreditor Agreement,
dated as of the date hereof among the Trustees, the Liquidity Provider, the
liquidity provider under each Liquidity Facility (other than this Agreement),
the Policy Provider and the Subordination Agent, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

                  "Interest Advance" means an Advance made pursuant to Section
2.02(a).


                                       2.
   7
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                  "Interest Period" means, with respect to any LIBOR Advance,
each of the following periods:

                  (1) the period beginning on the third Business Day following
         either (x) the Liquidity Provider's receipt of the Notice of Borrowing
         for such LIBOR Advance or (y) the withdrawal of funds from the Class C
         Cash Collateral Account for the purpose of paying interest on the Class
         C Certificates as contemplated by Section 2.06(a) hereof and, in either
         case, ending on the next Regular Distribution Date; and

                  (2) each subsequent period commencing on the last day of the
         immediately preceding Interest Period and ending on the next Regular
         Distribution Date;

provided, however, that if (x) the Final Advance shall have been made, or (y)
other outstanding Advances shall have been converted into the Final Advance,
then the Interest Periods shall be successive periods of one month beginning on
the third Business Day following the Liquidity Provider's receipt of the Notice
of Borrowing for such Final Advance (in the case of clause (x) above) or the
Regular Distribution Date following such conversion (in the case of clause (y)
above).

                  "Lending Office" means the lending office of the Liquidity
Provider, presently located at New York, New York, or such other lending office
as the Liquidity Provider from time to time shall notify the Borrower as its
lending office hereunder.

                  "LIBOR" means, with respect to any Interest Period, the
interest rate per annum at which deposits in United States dollars are offered
to prime banks in the London interbank market as indicated on display page 3750
(British Bankers Association-LIBOR) of the Dow Jones Markets Service (or such
other page as may replace such display page 3750 for the purpose of displaying
London interbank offered rates for United States dollar deposits) or, if not so
indicated, the average (rounded upwards to the nearest 1/16%), as determined by
the Liquidity Provider, of such rates as indicated on the Reuters Screen LIBO
Page (or such other page as may replace such Reuters Screen LIBO Page for the
purpose of displaying London interbank offered rates for United States dollar
deposits) or, if neither such alternative is indicated, the average (rounded
upwards to the nearest 1/16%), as determined by the Liquidity Provider, of such
rates offered by the London Reference Banks to prime banks in the London
interbank market, in each case at or about 11:00 a.m. (London time) on the day
two Business Days prior to the first day of such Interest Period for deposits of
a duration equal to such Interest Period (or such other period most nearly
corresponding to such period) in an amount substantially equal to the principal
amount of the applicable LIBOR Advance as of the first day of such Interest
Period. The Liquidity Provider will, if necessary, request that each of the
London Reference Banks provide a quotation of its rate. If at least two such
quotations are provided, the rate will be the average of the quotations (rounded
upwards to the nearest 1/100%). If no such quotation can be obtained, the rate
will be the Base Rate.

                  "LIBOR Advance" means an Advance bearing interest at a rate
based upon LIBOR.


                                       3.
   8
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                  "Liquidity Event of Default" means the occurrence of either
(a) the Acceleration of all of the Equipment Notes (provided, that, with respect
to the period prior to the Delivery Period Expiry Date, such Equipment Notes
have an aggregate outstanding principal balance in excess of $100,000,000) or
(b) an America West Bankruptcy Event.

                  "Liquidity Indemnitee" means (i) the Liquidity Provider, (ii)
the directors, officers, employees, servants and agents of the Liquidity
Provider, and (iii) the successors and permitted assigns of the persons
described in clauses (i) through (ii), inclusive.

                  "Liquidity Provider" has the meaning specified in the recital
of parties to this Agreement.

                  "London Reference Banks" means the principal London offices of
Citicorp USA, Inc., The Fuji Bank, Limited, National Westminster Bank plc and
The Industrial Bank of Japan, Limited, or such other bank or banks as may from
time to time be agreed to by America West and the Liquidity Provider.

                  "Maximum Available Commitment" shall mean, subject to the
proviso contained in the third sentence of Section 2.02(a), at any time of
determination, (a) the Maximum Commitment at such time, less (b) the aggregate
amount of each Interest Advance outstanding at such time; provided, however,
that following a Provider Advance or a Final Advance, the Maximum Available
Commitment shall be zero.

                  "Maximum Commitment" means initially $7,158,986.55, as the
same may be reduced or increased from time to time in accordance with Section
2.04(a).

                  "Non-Excluded Tax" has the meaning specified in Section 3.03.

                  "Non-Extension Advance" means an Advance made pursuant to
Section 2.02(b).

                  "Notice of Borrowing" has the meaning specified in Section
2.02(e).

                  "Notice of Replacement Subordination Agent" has the meaning
specified in Section 3.08.

                  "Offering Memorandum" means the Offering Memorandum dated May
10, 2001 relating to the Certificates, as such Offering Memorandum may be
amended or supplemented.

                  "Participating Institution" has the meaning specified in
Section 7.08(b).

                  "Participation Agreement" means, with respect to each
Indenture, the "Participation Agreement" referred to therein.

                  "Performing Note Deficiency" means any time that less than 65%
of the then aggregate outstanding principal amount of all Equipment Notes are
Performing Equipment Notes.

                  "Provider Advance" means a Downgrade Advance or a
Non-Extension Advance.


                                       4.
   9
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                  "Regulatory Change" has the meaning specified in Section 3.01.

                  "Replenishment Amount" has the meaning assigned to such term
in Section 2.06(b).

                  "Required Amount" means, for any day, the sum of the aggregate
amount of interest, calculated at the rate per annum equal to the Stated
Interest Rate for the Class C Certificates on the basis of a 360-day year
comprised of twelve 30-day months, that would be payable on the Class C
Certificates on each of the three successive semiannual Regular Distribution
Dates following such day or, if such day is a Regular Distribution Date, on such
day and the succeeding two semiannual Regular Distribution Dates, in each case
calculated on the basis of the Pool Balance of the Class C Certificates on such
day and without regard to expected future payments of principal on the Class C
Certificates. Notwithstanding the above, in the event of any Policy Provider
Election, for purposes of the definition of the Required Amount the Pool Balance
shall be deemed to be reduced by the amount (if positive) by which (a) the then
outstanding principal balance of each Series C Equipment Note in respect of
which such Policy Provider Election has been made shall exceed (b) the amount of
any Policy Drawings previously paid by the Policy Provider in respect of
principal on such Series C Equipment Note.

                  "Successor Trust" means America West Airlines Pass Through
Trust 2001-1C-S.

                  "Termination Date" means the earliest to occur of the
following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to
the Liquidity Provider a certificate, signed by a Responsible Officer of the
Borrower, certifying that all of the Class C Certificates have been paid in full
(or provision has been made for such payment in accordance with the
Intercreditor Agreement and the Trust Agreement) or are otherwise no longer
entitled to the benefits of this Agreement; (iii) the date on which the Borrower
delivers to the Liquidity Provider a certificate, signed by a Responsible
Officer of the Borrower, certifying that a Replacement Liquidity Facility has
been substituted for this Agreement in full pursuant to Section 3.6(e) of the
Intercreditor Agreement; (iv) the fifth Business Day following the receipt by
the Borrower and America West of a Termination Notice from the Liquidity
Provider pursuant to Section 6.01; and (v) the date on which no Advance is or
may (including by reason of reinstatement as herein provided) become available
for a Borrowing hereunder.

                  "Termination Notice" means the Notice of Termination
substantially in the form of Annex V to this Agreement.

                  "Unapplied Provider Advance" means any Provider Advance other
than an Applied Provider Advance.

                  "Unpaid Advance" has the meaning specified in Section 2.05.

                  (b) Terms Defined in the Intercreditor Agreement. For all
purposes of this Agreement, the following terms shall have the respective
meanings assigned to such terms in the Intercreditor Agreement:

         "Acceleration," "Affiliate," "America West," "America West Bankruptcy
Event," "Certificates," "Class C Cash Collateral Account," "Class C
Certificates," "Class C Trust,"


                                       5.
   10
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

"Class C Trust Agreement," "Class C Trustee," "Class G Certificates," "Class D
Certificates," "Closing Date," "Controlling Party," "Delivery Period Expiry
Date," "Distribution Date," "Downgraded Facility," "Equipment Notes," "Fee
Letter," "Final Legal Distribution Date," "Indenture," "Initial Purchasers,"
"Interest Payment Date," "Investment Earnings," "Liquidity Facility," "Liquidity
Obligations," "Loan Trustee," "Moody's," "Non-Extended Facility," "Note Purchase
Agreement," "Operative Agreements," "Performing Equipment Note," "Person,"
"Policy Drawings," "Policy Provider," "Policy Provider Election," "Pool
Balance," "Purchase Agreement," "Rating Agency," "Regular Distribution Date,"
"Replacement Liquidity Facility," "Responsible Officer," "Scheduled Payment,"
"Special Payment," "Standard & Poor's," "Stated Interest Rate," "Subordination
Agent," "Taxes," "Threshold Rating," "Trust Agreement," "Trustee," and "Written
Notice."

                                    ARTICLE 2

                       AMOUNT AND TERMS OF THE COMMITMENT

         Section 2.01 Advances. The Liquidity Provider hereby irrevocably
agrees, on the terms and conditions hereinafter set forth, to make Advances to
the Borrower from time to time on any Business Day during the period from the
Effective Date until 12:00 noon (New York time) on the Expiry Date (unless the
obligations of the Liquidity Provider shall be earlier terminated in accordance
with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

         Section 2.02 Making the Advances.

                  (a) Each "Interest Advance" shall be made in a single
Borrowing by delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex I, signed by a
Responsible Officer of the Borrower, such Interest Advance in an amount not
exceeding the Maximum Available Commitment at such time and shall be used solely
for the payment when due of interest on the Class C Certificates at the Stated
Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor
Agreement. Each Interest Advance made hereunder shall automatically reduce the
Maximum Available Commitment and the amount available to be borrowed hereunder
by subsequent Advances by the amount of such Interest Advance (subject to
reinstatement as provided in the next sentence). Upon repayment to the Liquidity
Provider in full or in part of the amount of any Interest Advance made pursuant
to this Section 2.02(a), together with accrued interest thereon (as provided
herein), the Maximum Available Commitment shall be reinstated by the amount of
such repaid Interest Advance, but not to exceed the Maximum Commitment;
provided, however, that the Maximum Available Commitment shall not be so
reinstated at any time if (i) a Liquidity Event of Default shall have occurred
and be continuing and (ii) there is a Performing Note Deficiency.

                  (b) A "Non-Extension Advance" shall be made in a single
Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of
the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace
this Agreement shall have been delivered to the Borrower as contemplated by said
Section 3.6(d) within the time period specified in such Section) by delivery to
the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex II attached hereto, signed by a Responsible
Officer of the


                                       6.
   11
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

Borrower, in an amount equal to the Maximum Available Commitment at such time,
and shall be used to fund the Class C Cash Collateral Account in accordance with
said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement.

                  (c) A "Downgrade Advance" shall be made in a single Borrowing
upon a downgrading of the Liquidity Provider's short-term unsecured debt rating
issued by either Rating Agency below the applicable Threshold Rating (as
provided for in Section 3.6(c) of the Intercreditor Agreement) unless a
Replacement Liquidity Facility shall have been delivered to the Borrower in
accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of Annex
III, signed by a Responsible Officer of the Borrower, in an amount equal to the
Maximum Available Commitment at such time, and shall be used to fund the Class C
Cash Collateral Account in accordance with said Section 3.6(c) and Section
3.6(f) of the Intercreditor Agreement. Upon such downgrading, the Liquidity
Provider shall promptly deliver notice thereof to the Borrower, the Trustee and
America West.

                  (d) A "Final Advance" shall be made in a single Borrowing upon
the receipt by the Borrower of a Termination Notice from the Liquidity Provider
pursuant to Section 6.01, by delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex IV, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available
Commitment at such time, and shall be used to fund the Class C Cash Collateral
Account (in accordance with Section 3.6(f) and Section 3.6(i) of the
Intercreditor Agreement).

                  (e) Each Borrowing shall be made on notice in writing (a
"Notice of Borrowing") in substantially the form required by Section 2.02(a),
2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the
Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in
respect of any Borrowing no later than 12:00 noon (New York time) on a Business
Day, upon satisfaction of the conditions precedent set forth in Section 4.02
with respect to a requested Borrowing, the Liquidity Provider shall, before 4:00
p.m. (New York time) on the date of such Borrowing or on such later Business Day
specified by the Borrower in such Notice of Borrowing, make available for the
account of its Lending Office, in U.S. dollars and in immediately available
funds, the amount of such Borrowing to be paid to the Borrower in accordance
with its payment instructions. If a Notice of Borrowing is delivered by the
Borrower in respect of any Borrowing after 12:00 noon (New York time) on a
Business Day, upon satisfaction of the conditions precedent set forth in Section
4.02 with respect to a requested Borrowing, the Liquidity Provider shall, before
11:00 a.m. (New York time) on the first Business Day following the day of
receipt of such Notice of Borrowing or on such later Business Day specified by
the Borrower in such Notice of Borrowing, make available to the Borrower, in
accordance with its payment instructions, in U.S. dollars and in immediately
available funds, the amount of such Borrowing. Payments of proceeds of a
Borrowing shall be made by wire transfer of immediately available funds to the
Borrower in accordance with such wire transfer instructions as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower. Each
Notice of Borrowing shall be effective upon delivery of a copy thereof to the
Liquidity Provider's New York Branch at the address specified in Section 7.02.


                                       7.
   12
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                  (f) Upon the making of any Advance requested pursuant to a
Notice of Borrowing in accordance with the Borrower's payment instructions, the
Liquidity Provider shall be fully discharged of its obligation hereunder with
respect to such Notice of Borrowing, and the Liquidity Provider shall not
thereafter be obligated to make any further Advances hereunder in respect of
such Notice of Borrowing to the Borrower or to any other Person. If the
Liquidity Provider makes an Advance requested pursuant to a Notice of Borrowing
before 11:00 a.m. (New York time) on the second Business Day after the date of
payment specified in said Section 2.02(e), the Liquidity Provider shall have
fully discharged its obligations hereunder with respect to such Advance and an
event of default shall not have occurred hereunder. Following the making of any
Advance pursuant to Section 2.02(b), Section 2.02(c) or Section 2.02(d) to fund
the Class C Cash Collateral Account, the Liquidity Provider shall have no
interest in or rights to the Class C Cash Collateral Account, such Advance or
any other amounts from time to time on deposit in the Class C Cash Collateral
Account; provided, however, that the foregoing shall not affect or impair the
obligations of the Subordination Agent to make the distributions contemplated by
Section 3.6(e) or (f) of the Intercreditor Agreement and provided further, that
the foregoing shall not affect or impair the rights of the Liquidity Provider to
provide written instructions with respect to the investment and reinvestment of
the Cash Collateral Accounts to the extent provided in Section 2.2(b) of the
Intercreditor Agreement. By paying to the Borrower proceeds of Advances
requested by the Borrower in accordance with the provisions of this Agreement,
the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

         Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider
the fees set forth in the Fee Letter.

         Section 2.04 Automatic Adjustments and Termination of the Maximum
Commitment.

                  (a) Automatic Adjustments. Promptly following each date on
which the Required Amount is (1) reduced as a result of a reduction in the Pool
Balance of the Class C Certificates or otherwise, (2) increased as a result of
an increase in the Stated Interest Rate or (3) subsequent to such increase
described in clause (2), reduced pursuant to the definition of "Stated Interest
Rate" the Maximum Commitment shall automatically be reduced or increased, as the
case may be, to an amount equal to the Required Amount (as calculated by the
Borrower). The Borrower shall give notice of any such automatic reduction or
increase, as the case may be, of the Maximum Commitment to the Liquidity
Provider within two Business Days thereof. The failure by the Borrower to
furnish any such notice shall not affect such automatic reduction or increase of
the Maximum Commitment.

                  (b) Termination. Upon the making of any Provider Advance or
Final Advance hereunder or the occurrence of the Termination Date, the
obligation of the Liquidity Provider to make further Advances hereunder shall
automatically and irrevocably terminate, and the Borrower shall not be entitled
to request any further Borrowing hereunder.

         Section 2.05 Repayments of Interest Advances or the Final Advance.
Subject to Sections 2.06, 2.07 and 2.09, the Borrower hereby agrees, without
notice of an Advance or demand for repayment from the Liquidity Provider (which
notice and demand are hereby waived


                                       8.
   13
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on
each date on which the Liquidity Provider shall make an Interest Advance or the
Final Advance, an amount equal to (a) the amount of such Advance (any such
Advance, until repaid, is referred to herein as an "Unpaid Advance"), plus (b)
interest on the amount of each such Unpaid Advance as provided in Section 3.07;
provided, however, that if (i) the Liquidity Provider shall make a Provider
Advance at any time after making one or more Interest Advances which shall not
have been repaid in accordance with this Section 2.05 or (ii) this Liquidity
Facility shall become a Downgraded Facility or Non-Extended Facility at any time
when unreimbursed Interest Advances have reduced the Maximum Available
Commitment to zero, then such Interest Advances shall cease to constitute Unpaid
Advances and shall be deemed to have been changed into an Applied Downgrade
Advance or an Applied Non-Extension Advance, as the case may be, for all
purposes of this Agreement (including, for the purpose of determining when such
Interest Advance is required to be repaid to the Liquidity Provider in
accordance with Section 2.06 and for the purposes of Section 2.06(b)). The
Borrower and the Liquidity Provider agree that the repayment in full of each
Interest Advance and Final Advance on the date such Advance is made is intended
to be a contemporaneous exchange for new value given to the Borrower by the
Liquidity Provider.

         Section 2.06 Repayments of Provider Advances.

                  (a) Amounts advanced hereunder in respect of a Provider
Advance shall be deposited in the Class C Cash Collateral Account, invested and
withdrawn from the Class C Cash Collateral Account as set forth in Sections
3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay
to the Liquidity Provider, on each Regular Distribution Date, commencing on the
first Regular Distribution Date after the making of a Provider Advance, interest
on the principal amount of any such Provider Advance as provided in Section
3.07; provided, however, that amounts in respect of a Provider Advance withdrawn
from the Class C Cash Collateral Account for the purpose of paying interest on
the Class C Certificates in accordance with Section 3.6(f) of the Intercreditor
Agreement (the amount of any such withdrawal being (y) in the case of a
Downgrade Advance, an "Applied Downgrade Advance" and (z) in the case of a
Non-Extension Advance, an "Applied Non-Extension Advance" and, together with an
Applied Downgrade Advance, an "Applied Provider Advance") shall thereafter
(subject to Section 2.06(b)) be treated as an Interest Advance under this
Agreement for purposes of determining the Applicable Liquidity Rate for interest
payable thereon; and provided, further, that if, following the making of a
Provider Advance, the Liquidity Provider delivers a Termination Notice to the
Borrower pursuant to Section 6.01, such Provider Advance shall thereafter be
treated as a Final Advance under this Agreement for purposes of determining the
Applicable Liquidity Rate for interest payable thereon and the obligation for
repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon
the withdrawal of any amounts from the Class C Cash Collateral Account on
account of a reduction in the Required Amount, the Borrower shall repay to the
Liquidity Provider a portion of the Provider Advances in a principal amount
equal to the amount of such reduction, plus interest on the principal amount
prepaid as provided in Section 3.07.

                  (b) At any time when an Applied Provider Advance (or any
portion thereof) is outstanding, upon the deposit in the Class C Cash Collateral
Account of any amount pursuant to clause third of Section 2.4(b) of the
Intercreditor Agreement, clause third of Section 3.2 of the


                                       9.
   14
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

Intercreditor Agreement or clause fourth of Section 3.3 of the Intercreditor
Agreement (any such amount being a "Replenishment Amount") for the purpose of
replenishing or increasing the balance thereof up to the amount of the Required
Amount at such time, (i) the aggregate outstanding principal amount of all
Applied Provider Advances (and of Provider Advances treated as an Interest
Advance for purposes of determining the Applicable Liquidity Rate for interest
payable thereon) shall be automatically reduced by the amount of such
Replenishment Amount and (ii) the principal amount of all outstanding Unapplied
Provider Advances shall be automatically increased by the amount of such
Replenishment Amount.

                  (c) Upon the provision of a Replacement Liquidity Facility in
replacement of this Agreement in accordance with Section 3.6(e) of the
Intercreditor Agreement, amounts remaining on deposit in the Class C Cash
Collateral Account after giving effect to any Applied Provider Advance on the
date of such replacement shall be reimbursed to the Liquidity Provider, but only
to the extent such amounts are necessary to repay in full to the Liquidity
Provider all amounts owing to it hereunder.

         Section 2.07 Payments to the Liquidity Provider Under the Intercreditor
Agreement. In order to provide for payment or repayment to the Liquidity
Provider of any amounts hereunder, the Intercreditor Agreement provides that
amounts available and referred to in Articles II and III of the Intercreditor
Agreement, to the extent payable to the Liquidity Provider pursuant to the terms
of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of
the Intercreditor Agreement), shall be paid to the Liquidity Provider in
accordance with the terms thereof. Amounts so paid to the Liquidity Provider
shall be applied by the Liquidity Provider to Liquidity Obligations then due and
payable in the order of priority required by the applicable provisions of
Articles II and III of the Intercreditor Agreement or, if not provided for in
the Intercreditor Agreement, then in such manner as the Liquidity Provider shall
deem appropriate.

         Section 2.08 Book Entries. The Liquidity Provider shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower resulting from Advances made from time to time and
the amounts of principal and interest payable hereunder and paid from time to
time in respect thereof; provided, however, that the failure by the Liquidity
Provider to maintain such account or accounts shall not affect the obligations
of the Borrower in respect of Advances.

         Section 2.09 Payments from Available Funds Only. All payments to be
made by the Borrower under this Agreement shall be made only from amounts
received by it that constitute Scheduled Payments or Special Payments or
payments under Section 7.1 or 9.1, as the case may be, of any Participation
Agreement and Section 6 of the Note Purchase Agreement, and only to the extent
that the Borrower shall have sufficient income or proceeds therefrom to enable
the Borrower to make payments in accordance with the terms hereof after giving
effect to the priority of payments provisions set forth in the Intercreditor
Agreement. The Liquidity Provider agrees that it shall look solely to such
amounts to the extent available for distribution to it as provided in the
Intercreditor Agreement and this Agreement and that the Borrower, in its
individual capacity, is not personally liable to it for any amounts payable or
liability under this Agreement except as expressly provided in this Agreement or
the Intercreditor Agreement. Amounts on deposit in the Class C Cash Collateral
Account shall be available to the Borrower to


                                      10.
   15
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

make payments under this Agreement only to the extent and for the purposes
expressly contemplated in Section 3.6(f) of the Intercreditor Agreement.

         Section 2.10 Extension of Expiry Date. No earlier than the 60th day and
no later than the 40th day prior to the then effective Expiry Date (unless such
Expiry Date is on or after the date that is 15 days after the Final Legal
Distribution Date for the Class C Certificates), the Borrower shall request that
the Liquidity Provider extend the Expiry Date to the earlier of (i) the date
that is 15 days after the Final Legal Distribution Date for the Class C
Certificates and (ii) the date that is the day immediately preceding the 364th
day occurring after the last day of the Consent Period (as hereinafter defined).
Whether or not the Borrower has made such request, the Liquidity Provider shall
advise the Borrower, no earlier than the 40th day (or, if earlier, the date of
the Liquidity Provider's receipt of such request, if any, from the Borrower) and
no later than the 25th day prior to the then effective Expiry Date (such period
the "Consent Period"), whether, in its sole discretion, it agrees to so extend
the Expiry Date. If the Liquidity Provider advises the Borrower on or before the
date on which the Consent Period ends that such Expiry Date shall not be so
extended, or fails to irrevocably and unconditionally advise the Borrower on or
before the date on which the Consent Period ends that such Expiry Date shall be
so extended (and, in each case, if the Liquidity Provider shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the
Borrower shall be entitled on and after the date on which the Consent Period
ends (but prior to the then effective Expiry Date) to request a Non-Extension
Advance in accordance with Section 2.02(b) and Section 3.6(d) of the
Intercreditor Agreement.

                                    ARTICLE 3

                           OBLIGATIONS OF THE BORROWER

         Section 3.01 Increased Costs. The Borrower shall pay to the Liquidity
Provider from time to time such amounts as may be necessary to compensate the
Liquidity Provider for any costs incurred by the Liquidity Provider which are
attributable to its making or maintaining any Advances hereunder or its
obligation to make any such Advances hereunder, or any reduction in any amount
receivable by the Liquidity Provider under this Agreement or the Intercreditor
Agreement in respect of any such Advances or such obligation (such increases in
costs and reductions in amounts receivable being herein called "Additional
Costs"), resulting from any change after the date of this Agreement in U.S.
federal, state, or municipal, or any foreign laws or regulations, or the
adoption or making after such date of any interpretation, regulation, directive,
guideline, requirement or request whether or not having the force of law, by any
court or governmental or monetary authority charged with the interpretation or
administration thereof (a "Regulatory Change"), which: (1) changes the basis of
taxation of any amounts payable to the Liquidity Provider under this Agreement
in respect of any such Advances or such obligation (other than Taxes); or (2)
imposes or modifies any reserve, special deposit, compulsory loan or similar
requirements relating to any extensions of credit or other assets of, or any
deposits with other liabilities of, the Liquidity Provider (including any such
Advances or such obligation or any deposits referred to in the definition of
LIBOR or related definitions). The Liquidity Provider agrees to use reasonable
efforts (consistent with its internal policy and applicable legal and regulatory
restrictions) to change the jurisdiction of its Lending Office if making such
change would avoid the need for, or reduce the amount of, any amount payable
under this


                                      11.
   16
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

Section 3.01 that may thereafter accrue and would not, in the reasonable
judgment of the Liquidity Provider, be otherwise disadvantageous to the
Liquidity Provider.

         The Liquidity Provider shall notify the Borrower of any event occurring
after the date of this Agreement that shall entitle the Liquidity Provider to
compensation pursuant to this Section 3.01 as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, which
notice shall describe in reasonable detail the calculation of the amounts owed
under this Section 3.01; provided, that if the Liquidity Provider fails to give
such notice within 180 days after it obtains such knowledge, the Liquidity
Provider shall, with respect to any costs resulting from such event, only be
entitled to payment under this Section 3.01 for costs incurred from and after
the date 180 days prior to the date the Liquidity Provider does give such
notice. Determinations by the Liquidity Provider for purposes of this Section
3.01 of the effect of any Regulatory Change on its costs of making or
maintaining Advances or on amounts receivable by it in respect of Advances, and
of the additional amounts required to compensate the Liquidity Provider in
respect of any Additional Costs, shall be prima facie evidence of the amount
owed under this Section 3.01.

         Notwithstanding the preceding two paragraphs, the Liquidity Provider
and the Subordination Agent agree that any permitted assignee or participant of
the initial Liquidity Provider that is not a bank shall not be entitled to the
benefits of the preceding two paragraphs (but without limiting the provisions of
Section 7.08 hereof).

         Section 3.02 Capital Adequacy. If (1) compliance with any judicial,
administrative or other governmental interpretation of any law or regulation or
(2) compliance by the Liquidity Provider or any corporation controlling the
Liquidity Provider with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) has the effect
of requiring an increase in the amount of capital required or expected to be
maintained by the Liquidity Provider or any corporation controlling the
Liquidity Provider, and such increase is based upon the Liquidity Provider's
obligations hereunder and other similar obligations, the Borrower shall pay to
the Liquidity Provider such additional amount as shall be reasonably allocable
to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity
Provider agrees to use reasonable efforts (consistent with applicable legal and
regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any amount
payable under this Section 3.02 that may thereafter accrue and would not, in the
reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to
the Liquidity Provider.

         The Liquidity Provider shall notify the Borrower of any event occurring
after the date of this Agreement that shall entitle the Liquidity Provider to
compensation pursuant to this Section 3.02 as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, which
notice shall describe in reasonable detail the calculation of the amounts owed
under this Section 3.02; provided, that if the Liquidity Provider fails to give
such notice within 180 days after it obtains such knowledge, the Liquidity
Provider shall, with respect to any costs resulting from such event, only be
entitled to payment under this Section 3.02 for costs incurred from and after
the date 180 days prior to the date the Liquidity Provider does give such
notice. Determinations by the Liquidity Provider for purposes of this Section
3.02 of the effect of any increase in the amount of capital required to be
maintained by the Liquidity


                                      12.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

Provider and of the amount allocable to the Liquidity Provider's obligations to
the Borrower hereunder shall be prima facie evidence of the amounts owed under
this Section 3.02.

         Notwithstanding the preceding two paragraphs, the Liquidity Provider
and the Subordination Agent agree that any permitted assignee or participant of
the initial Liquidity Provider that is not a bank shall not be entitled to the
benefits of the preceding two paragraphs (but without limiting the provisions of
Section 7.08 hereof).

         Section 3.03 Payments Free of Deductions.

                  (a) All payments made by the Borrower under this Agreement
shall be made free and clear of, and without reduction for or on account of, any
Taxes, excluding Excluded Taxes (such non-excluded taxes being referred to
herein, collectively, as "Non-Excluded Taxes"). If any Non-Excluded Taxes are
required to be withheld or deducted from any amounts payable to the Liquidity
Provider under this Agreement, the Borrower shall (i) within the time prescribed
therefor by applicable law pay to the appropriate governmental or taxing
authority the full amount of any such Non-Excluded Taxes (and any additional
Non-Excluded Taxes in respect of the payment required under clause (ii) below)
and make such reports or returns in connection therewith at the time or times
and in the manner prescribed by applicable law, and (ii) pay to the Liquidity
Provider an additional amount which (after deduction of all such Non-Excluded
Taxes) shall be sufficient to yield to the Liquidity Provider the full amount
which would have been received by it had no such withholding or deduction been
made. Within 30 days after the date of each payment hereunder, the Borrower
shall furnish to the Liquidity Provider the original or a certified copy of (or
other documentary evidence of) the payment of the Non-Excluded Taxes applicable
to such payment. The Liquidity Provider agrees to use reasonable efforts
(consistent with applicable legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any such additional amounts that may thereafter
accrue and would not, in the reasonable judgment of the Liquidity Provider, be
otherwise materially disadvantageous (as determined by the Liquidity Provider)
to the Liquidity Provider or require the Liquidity Provider to incur any cost or
expenses for which it is not indemnified by the Borrower. The Liquidity Provider
shall deliver to the Borrower such certificates and documents as may be
reasonably requested by the Borrower and required by applicable law and as may
be legally delivered by the Liquidity Provider to establish that payments
hereunder are exempt from (or entitled to a reduced rate of) withholding Tax.

                  (b) All payments (including, without limitation, Advances)
made by the Liquidity Provider under this Agreement shall be made free and clear
of, and without reduction for or on account of, any Taxes. If any Taxes are
required to be withheld or deducted from any amounts payable to the Borrower
under this Agreement, the Liquidity Provider shall (i) within the time
prescribed therefor by applicable law pay to the appropriate governmental or
taxing authority the full amount of any such Taxes (and any additional Taxes in
respect of the additional amounts payable under clause (ii) hereof) and make
such reports or returns in connection therewith at the time or times and in the
manner prescribed by applicable law, and (ii) pay to the Borrower an additional
amount which (after deduction of all such Taxes) shall be sufficient to yield to
the Borrower the full amount which would have been received by it had no such
withholding or deduction been made. Within 30 days after the date of each
payment hereunder,


                                      13.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

the Liquidity Provider shall furnish to the Borrower the original or a certified
copy of (or other documentary evidence of) the payment of the Taxes applicable
to such payment.

                  (c) If any exemption from, or reduction in the rate of, any
Taxes is reasonably available to the Borrower to establish that payments under
this Agreement are exempt from (or entitled to a reduced rate of) tax, the
Borrower shall deliver to the Liquidity Provider such form or forms and such
other evidence of the eligibility of the Borrower for such exemption or
reduction as the Liquidity Provider may reasonably identify to the Borrower as
being required as a condition to exemption from, or reduction in the rate of,
any Taxes.

         Section 3.04 Payments. The Borrower shall make or cause to be made each
payment to the Liquidity Provider under this Agreement so as to cause the same
to be received by the Liquidity Provider not later than 1:00 P.M. (New York City
time) on the day when due. The Borrower shall make all such payments in lawful
money of the United States of America, to the Liquidity Provider in immediately
available funds, by wire transfer to The Chase Manhattan Bank, New York, ABA No.
021000021, Account Name: Westdeutsche Landesbank Girozentrale, New York Branch,
Account No. 9201-06-0663, ref: GSF/Transportation, America West Airlines
2001-1C, Attention: Phil Green.

         Section 3.05 Computations. All computations of interest based on the
Base Rate shall be made on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the LIBOR shall be made on the
basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

         Section 3.06 Payment on Non-Business Days. Whenever any payment to be
made hereunder shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made, shall be deemed to have been
made when due). If any payment in respect of interest on an Advance is so
deferred to the next succeeding Business Day, such deferral shall not delay the
commencement of the next Interest Period for such Advance (if such Advance is a
LIBOR Advance) or reduce the number of days for which interest shall be payable
on such Advance on the next interest payment date for such Advance.

         Section 3.07 Interest.

                  (a) Subject to Section 2.09, the Borrower shall pay, or shall
cause to be paid, without duplication, interest on (i) the unpaid principal
amount of each Advance from and including the date of such Advance (or, in the
case of an Applied Provider Advance, from and including the date on which the
amount thereof was withdrawn from the Class C Cash Collateral Account to pay
interest on the Class C Certificates) to but excluding the date such principal
amount shall be paid in full (or, in the case of an Applied Provider Advance,
the date on which the Class C Cash Collateral Account is fully replenished in
respect of such Advance) and (ii) any other amount due hereunder (whether fees,
commissions, expenses or other amounts or to the extent permitted by applicable
law, installments of interest on Advances or any such other amount) which is not
paid when due (whether at stated maturity, by acceleration or otherwise) from
and including the due date thereof to but excluding the date such amount is paid
in full, in


                                      14.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

each such case, at a fluctuating interest rate per annum for each day equal to
the Applicable Liquidity Rate (as defined below) for such Advance or such other
amount as in effect for such day, but in no event at a rate per annum greater
than the maximum rate permitted by applicable law; provided, however, that, if
at any time the otherwise applicable interest rate as set forth in this Section
3.07 shall exceed the maximum rate permitted by applicable law, then any
subsequent reduction in such interest rate shall not reduce the rate of interest
payable pursuant to this Section 3.07 below the maximum rate permitted by
applicable law until the total amount of interest accrued equals the amount of
interest that would have accrued if such otherwise applicable interest rate as
set forth in this Section 3.07 had at all times been in effect. Nothing
contained in this Section 3.07 shall require the Borrower to pay any amount
under this Section 3.07 other than to the extent the Borrower shall have funds
available therefor.

                  (b) Each Advance shall be either a Base Rate Advance or a
LIBOR Advance as provided in this Section or Section 3.10. Each such Advance
shall be a Base Rate Advance for the period from the date of its borrowing to
(but excluding) the third Business Day following the Liquidity Provider's
receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance
shall be a LIBOR Advance; provided, however, that the Borrower (at the direction
of the Controlling Party, so long as the Liquidity Provider is not the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an Interest Period for such Advance by giving the Liquidity
Provider no less than four Business Days' prior written notice of such election
or (y) elect to maintain the Final Advance as a Base Rate Advance by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing (or, if such Final Advance is deemed to
have been made, without delivery of a Notice of Borrowing pursuant to Section
2.06, by requesting, prior to 11:00 A.M. (New York time) on the first Business
Day following the Borrower's receipt of the applicable Termination Notice, that
such Final Advance not be converted from a Base Rate Advance to a LIBOR
Advance).

                  (c) Each LIBOR Advance shall bear interest during each
Interest Period at a rate per annum equal to LIBOR for such Interest Period plus
the Applicable Margin for such LIBOR Advance, payable in arrears on the last day
of such Interest Period and, in the event of the payment of principal of such
LIBOR Advance on a day other than such last day, on the date of such payment (to
the extent of interest accrued on the amount of principal repaid).

                  (d) Each Base Rate Advance shall bear interest at a rate per
annum equal to the Base Rate plus the Applicable Margin for such Base Rate
Advance, payable in arrears on each Regular Distribution Date and, in the event
of the payment of principal of such Base Rate Advance on a day other than a
Regular Distribution Date, on the date of such payment (to the extent of
interest accrued on the amount of principal repaid).

                  (e) Each amount not paid when due hereunder (whether fees,
commissions, expenses or other amounts or, to the extent permitted by applicable
law, installments of interest on Advances but excluding Advances) shall bear
interest at a rate per annum equal to the Base Rate plus 2.50% per annum.


                                      15.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                  (f) Each change in the Base Rate shall become effective
immediately. The rates of interest specified in this Section 3.07 with respect
to any Advance or other amount shall be referred to as the "Applicable Liquidity
Rate."

         Section 3.08 Replacement of Borrower. Subject to Section 5.02, from
time to time and subject to the successor Borrower's meeting the eligibility
requirements set forth in Section 6.9 of the Intercreditor Agreement applicable
to the Subordination Agent, upon the effective date and time specified in a
written and completed Notice of Replacement Subordination Agent in substantially
the form of Annex VI (a "Notice of Replacement Subordination Agent") delivered
to the Liquidity Provider by the then Borrower, the successor Borrower
designated therein shall be substituted for as the Borrower for all purposes
hereunder.

         Section 3.09 Funding Loss Indemnification. The Borrower shall pay to
the Liquidity Provider, upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient (in the reasonable opinion of the Liquidity
Provider) to compensate it for any loss, cost, or expense incurred by reason of
the liquidation or redeployment of deposits or other funds acquired by the
Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

                  (1) Any repayment of a LIBOR Advance on a date other than the
         last day of the Interest Period for such Advance; or

                  (2) Any failure by the Borrower to borrow a LIBOR Advance on
         the date for borrowing specified in the relevant notice under Section
         2.02.

         Section 3.10 Illegality. Notwithstanding any other provision in this
Agreement, if any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for the Liquidity Provider (or its Lending Office) to maintain or
fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider, requires immediate repayment; or (b) at the expiration of
the last Interest Period to expire before the effective date of any such change
or request.


                                      16.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                                    ARTICLE 4

                              CONDITIONS PRECEDENT

         Section 4.01 Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the "Effective Date") on which the following conditions precedent have
been satisfied or waived:

                  (a) The Liquidity Provider shall have received on or before
the Closing Date each of the following, and in the case of each document
delivered pursuant to paragraphs (i), (ii) and (iii), in form and substance
satisfactory to the Liquidity Provider:

                           (i) This Agreement duly executed on behalf of the
         Borrower;

                           (ii) The Intercreditor Agreement duly executed on
         behalf of each of the parties thereto (other than the Liquidity
         Provider);

                           (iii) Fully executed copies of each of the Operative
         Agreements executed and delivered on or before the Closing Date (other
         than this Agreement and the Intercreditor Agreement);

                           (iv) A copy of the Offering Memorandum and specimen
         copies of the Class C Certificates;

                           (v) An executed copy of each opinion, document,
         instrument and certificate delivered on or before the Closing Date
         pursuant to the Class C Trust Agreement, the Intercreditor Agreement,
         the Note Purchase Agreement and the other Operative Agreements entered
         into on or prior to the date hereof (together with, in the case of each
         such opinion, other than the opinion of counsel for the Underwriters,
         either addressed to the Liquidity Provider or accompanied by a letter
         from the counsel rendering such opinion to the effect that the
         Liquidity Provider is entitled to rely on such opinion as of its date
         as if it were addressed to the Liquidity Provider);

                           (vi) Evidence that there shall have been made and
         shall be in full force and effect, all filings, recordings and/or
         registrations, and there shall have been given or taken any notice or
         other similar action as may be reasonably necessary or, to the extent
         reasonably requested by the Liquidity Provider, reasonably advisable,
         in order to establish, perfect, protect and preserve the right, title
         and interest, remedies, powers, privileges, liens and security
         interests of, or for the benefit of, the Trustee and the Liquidity
         Provider created by the Operative Agreements executed and delivered on
         or before the Closing Date;

                           (vii) An agreement from America West, pursuant to
         which America West agrees to provide copies of quarterly financial
         statements and audited annual financial statements to the Liquidity
         Provider (which obligations may be satisfied by the furnishing of
         America West's Form 10Q and 10K), in each case, only to the extent that
         America West is obligated to provide such information pursuant to
         Section 8.2.1 of the


                                      17.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

         Leases (related to Leased Aircraft) or to Section 4.08 of the
         Indentures (related to Owned Aircraft) to the parties thereto; and

                           (viii) Such other documents, instruments, opinions
         and approvals as the Liquidity Provider shall have reasonably
         requested.

                  (b) The following statements shall be true on and as of the
Effective Date:

                           (i) The representations and warranties in the Note
         Purchase Agreement and each of the Participation Agreements entered
         into on or prior to the date hereof are true and correct on and as of
         the Effective Date as though made on and as of the Effective Date;

                           (ii) No event has occurred and is continuing, or
         would result from the entering into of this Agreement or the making of
         any Advance, which constitutes a Liquidity Event of Default; and

                           (iii) There has been no material adverse change in
         the financial condition or results of operations of America West and
         its subsidiaries taken as a whole since December 31, 2000.

                  (c) The Liquidity Provider shall have received payment in full
of all fees and other sums required to be paid to or for the account of the
Liquidity Provider on or prior to the Effective Date.

                  (d) All conditions precedent to the issuance of the
Certificates under the Trust Agreements shall have been satisfied or waived, all
conditions precedent to the effectiveness of the other Liquidity Facility shall
have been satisfied or waived, and all conditions precedent to the purchase of
the Certificates by the Initial Purchasers under the Purchase Agreement shall
have been satisfied (unless any of such conditions precedent shall have been
waived by the Initial Purchasers).

                  (e) The Borrower shall have received a certificate, dated the
date hereof, signed by a duly authorized representative of the Liquidity
Provider, certifying that all conditions precedent to the effectiveness of
Section 2.01 have been satisfied or waived.

         Section 4.02 Conditions Precedent to Borrowing. The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be
subject to the conditions precedent that the Effective Date shall have occurred
and, prior to the date of such Borrowing, the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.


                                      18.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                                    ARTICLE 5

                                    COVENANTS

         Section 5.01 Affirmative Covenants of the Borrower. So long as any
Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower shall, unless the Liquidity
Provider shall otherwise consent in writing:

                  (a) Performance of Agreements. Punctually pay or cause to be
paid all amounts payable by it under this Agreement and the other Operative
Agreements and observe and perform in all material respects the conditions,
covenants and requirements applicable to it contained in this Agreement and the
other Operative Agreements.

                  (b) Reporting Requirements. Furnish to the Liquidity Provider
with reasonable promptness, such other information and data with respect to the
transactions contemplated by the Operative Agreements as from time to time may
be reasonably requested by the Liquidity Provider; and permit the Liquidity
Provider, upon reasonable notice, to inspect the Borrower's books and records
with respect to such transactions and to meet with officers and employees of the
Borrower to discuss such transactions.

                  (c) Certain Operative Agreements. Furnish to the Liquidity
Provider with reasonable promptness any Operative Agreement entered into after
the date hereof.

         Section 5.02 Negative Covenants of the Borrower. So long as any Advance
shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment
hereunder or the Borrower shall have any obligation to pay any amount to the
Liquidity Provider hereunder, the Borrower shall not appoint or permit or suffer
to be appointed any successor Borrower without the written consent of the
Liquidity Provider, which consent shall not be unreasonably withheld or delayed.

                                    ARTICLE 6

                           LIQUIDITY EVENTS OF DEFAULT

         Section 6.01 Liquidity Events of Default. If (a) any Liquidity Event of
Default has occurred and is continuing and (b) there is a Performing Note
Deficiency, the Liquidity Provider may, in its discretion, deliver to the
Borrower a Termination Notice, the effect of which shall be to cause (i) the
obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such Termination Notice is received
by the Borrower, (ii) the Borrower to promptly request, and the Liquidity
Provider to promptly make, a Final Advance in accordance with Section 2.02(d)
and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding
Advances to be automatically converted into Final Advances for purposes of
determining the Applicable Liquidity Rate for interest payable thereon, and (iv)
subject to Sections 2.07 and 2.09, all Advances (including, without limitation,
any Provider Advance and Applied Provider Advance), any accrued interest thereon
and any other amounts outstanding hereunder to become immediately due and
payable to the Liquidity Provider.


                                      19.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                                    ARTICLE 7

                                  MISCELLANEOUS

         Section 7.01 Amendments, Etc. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Liquidity Provider, and, in the case of an amendment, the Borrower, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

         Section 7.02 Notices, Etc. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including sent by telecopier):

                  Borrower:                 Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, DE  19890-0001
                                            Attention:  Corporate Trust
                                            Administration

                                            Telephone: 302-651-1000
                                            Telecopy: 302-651-8882

                  Liquidity Provider:       Westdeutsche Landesbank Girozentrale
                                            New York Branch
                                            1211 Avenue of the Americas
                                            New York, New York  10036
                                            Business/Credit Contact
                                            Attention:  Transportation Finance
                                            Global Structured Finance/Americas

                                            Telephone:     212-852-6115
                                            Telecopy:      212-869-7634

                                            Operations Contact

                                            Attention:     Philip Green
                                                           Loan Administration

                                            Telephone:     212-852-6113
                                            Telecopy:      212-302-7946

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a Written Notice to the others. All such notices and
communications shall be effective (i) if given by telecopier, when transmitted
to the telecopier number specified above with receipt confirmed, (ii) if given
by mail, when deposited in the mails addressed as specified above, and (iii) if
given by other means, when delivered at the address specified above, except that
Written Notices to the Liquidity Provider pursuant to the provisions of Articles
II and III shall not be effective until


                                      20.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

received by the Liquidity Provider, subject to the last sentence of Section
2.02(e). A copy of all notices delivered hereunder to either party shall in
addition be delivered to each of the parties to the Participation Agreements at
their respective addresses set forth therein.

         Section 7.03 No Waiver; Remedies. No failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

         Section 7.04 Further Assurances. The Borrower agrees to do such further
acts and things and to execute and deliver to the Liquidity Provider such
additional assignments, agreements, powers and instruments as the Liquidity
Provider may reasonably require or deem advisable to carry into effect the
purposes of this Agreement and the other Operative Agreements or to better
assure and confirm unto the Liquidity Provider its rights, powers and remedies
hereunder and under the other Operative Agreements.

         Section 7.05 Indemnification; Survival of Certain Provisions. The
Liquidity Provider shall be indemnified hereunder to the extent and in the
manner described in Section 7.1 or 9.1, as the case may be, of any Participation
Agreement and Section 6(c) of the Note Purchase Agreement. In addition, the
Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity
Provider from, against and in respect of, and shall pay on demand, all Expenses
of any kind or nature whatsoever (other than any Expenses of the nature
described in Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless
of whether indemnified against pursuant to said Sections or in such Fee Letter))
that may be imposed, incurred by or asserted against any Liquidity Indemnitee,
in any way relating to, resulting from, or arising out of or in connection with
any action, suit or proceeding by any third party against such Liquidity
Indemnitee and relating to this Agreement, the Intercreditor Agreement, the Fee
Letter or any Participation Agreement; provided, however, that the Borrower
shall not be required to indemnify, protect, defend and hold harmless any
Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to
the extent such Expense is (i) attributable to the gross negligence or willful
misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii)
ordinary and usual operating overhead expense or (iii) attributable to the
failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to
perform or observe any agreement, covenant or condition on its part to be
performed or observed in this Agreement, the Intercreditor Agreement, the Fee
Letter or any other Operative Agreement to which it is a party. The indemnities
contained in Section 6(c) of the Note Purchase Agreement and Section 7.1 or 9.1,
as the case may be, of any Participation Agreement and the provisions of
Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 shall survive the termination of
this Agreement.

         Section 7.06 Liability of the Liquidity Provider.

                  (a) Neither the Liquidity Provider nor any of its officers,
directors, employees or affiliates shall be liable or responsible for: (i) the
use which may be made of the Advances or any acts or omissions of the Borrower
or any beneficiary or transferee in connection therewith; (ii) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or


                                      21.
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                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

forged; or (iii) the making of Advances by the Liquidity Provider against
delivery of a Notice of Borrowing and other documents which do not comply with
the terms hereof; provided, however, that the Borrower shall have a claim
against the Liquidity Provider, and the Liquidity Provider shall be liable to
the Borrower, to the extent of any damages suffered by the Borrower which were
the result of (A) the Liquidity Provider's willful misconduct or negligence in
determining whether documents presented hereunder comply with the terms hereof,
or (B) any breach by the Liquidity Provider of any of the terms of this
Agreement, including, but not limited to, the Liquidity Provider's failure to
make lawful payment hereunder after the delivery to it by the Borrower of a
Notice of Borrowing complying with the terms and conditions hereof.

                  (b) Neither the Liquidity Provider nor any of its officers,
employees, directors or Affiliates shall be liable or responsible in any respect
for (i) any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with this
Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action,
inaction or omission which may be taken by it in good faith, absent willful
misconduct or negligence (in which event the extent of the Liquidity Provider's
potential liability to the Borrower shall be limited as set forth in the
preceding paragraph), in connection with this Agreement or any Notice of
Borrowing.

         Section 7.07 Costs, Expenses and Taxes. The Borrower agrees to pay, or
cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity Provider shall make demand, all reasonable out-of-pocket
costs and expenses of the Liquidity Provider in connection with the preparation,
negotiation, execution, delivery, filing and recording of this Agreement, any
other Operative Agreement and any other documents which may be delivered in
connection with this Agreement, including, without limitation, the reasonable
fees and expenses of outside counsel for the Liquidity Provider and (B) on
demand, all reasonable costs and expenses of the Liquidity Provider (including
reasonable counsel fees and expenses) in connection with (i) the enforcement of
this Agreement or any other Operative Agreement, (ii) the modification or
amendment of, or supplement to, this Agreement or any other Operative Agreement
or such other documents which may be delivered in connection herewith or
therewith (whether or not the same shall become effective) or (iii) any action
or proceeding relating to any order, injunction, or other process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under this Agreement, the Intercreditor Agreement or any other Operative
Agreement or otherwise affecting the application of funds in the Class C Cash
Collateral Account. In addition, the Borrower shall pay any and all recording,
stamp and other similar taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement
any other Operative Agreement and such other documents, and agrees to save the
Liquidity Provider harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
or fees.

         Section 7.08 Binding Effect; Participations.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the Borrower and the Liquidity Provider and their respective
successors and assigns, except that neither the Liquidity Provider (except as
otherwise provided in this Section 7.08) nor the Borrower (except as
contemplated by Section 3.08) shall have the right to assign its rights or


                                      22.
   27
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

obligations hereunder or any interest herein without the prior written consent
of the other party, subject to the requirements of Section 7.08(b). The
Liquidity Provider may grant participations herein or in any of its rights
hereunder and under the other Operative Agreements to such Persons (other than
America West or any of its Affiliates) as the Liquidity Provider may in its sole
discretion select, subject to the requirements of Section 7.08(b). No such
participation by the Liquidity Provider, however, shall relieve the Liquidity
Provider of its obligations hereunder. In connection with any participation or
any proposed participation, the Liquidity Provider may disclose to the
participant or the proposed participant any information that the Borrower is
required to deliver or to disclose to the Liquidity Provider pursuant to this
Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's
source of funds may derive in part from its participants. Accordingly,
references in this Agreement and the other Operative Agreements to
determinations, reserve and capital adequacy requirements, increased costs,
reduced receipts and the like as they pertain to the Liquidity Provider shall be
deemed also to include those of each of its participants that are banks
(subject, in each case, to the maximum amount that would have been incurred by
or attributable to the Liquidity Provider directly if the Liquidity Provider,
rather than the participant, had held the interest participated other than a
result of a change in law following the date of any participation).

                  (b) If, pursuant to Section 7.08(a) above, the Liquidity
Provider sells any participation in this Agreement to any bank or other entity
(each, a "Participating Institution"), then, concurrently with the effectiveness
of such participation, the Participating Institution shall (i) represent to the
Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower)
either (A) that it is incorporated under the laws of the United States or a
state thereof or (B) that under applicable law and treaties, no taxes shall be
required to be withheld by the Borrower or the Liquidity Provider with respect
to any payments to be made to such Participating Institution in respect of this
Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated, two copies of a properly completed
United States Internal Revenue Service Form W-8ECI or Form W-8BEN, as
appropriate, or other applicable form, certificate or document prescribed by the
Internal Revenue Service certifying, in each case, such Participating
Institution's entitlement to a complete exemption from United States federal
withholding tax in respect to any and all payments to be made hereunder, and
(iii) agree (for the benefit of the Liquidity Provider and the Borrower) to
provide the Liquidity Provider and the Borrower a new Form W-8ECI or Form
W-8BEN, as appropriate, (A) on or before the date that any such form expires or
becomes obsolete or (B) after the occurrence of any event requiring a change in
the most recent form previously delivered by it and prior to the immediately
following due date of any payment by the Borrower hereunder, certifying in the
case of a Form W-8BEN or Form W-8ECI that such Participating Institution is
entitled to a complete exemption from United States federal withholding tax on
payments under this Agreement. Unless the Borrower has received forms or other
documents reasonably satisfactory to it (and required by applicable law) from
the Participating Institution indicating that payments hereunder are not subject
to United States federal withholding tax, the Borrower shall withhold taxes as
required by law from such payments at the applicable statutory rate without any
obligation to make additional payments under Section 3.03.

                  (c) Notwithstanding the other provisions of this Section 7.08,
the Liquidity Provider may assign and pledge all or any portion of the Advances
owing to it to any Federal


                                      23.
   28
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

Reserve Bank or the United States Treasury as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
Operating Circular issued by such Federal Reserve Bank, provided that any
payment in respect of such assigned Advances made by the Borrower to the
Liquidity Provider in accordance with the terms of this Agreement shall satisfy
the Borrower's obligations hereunder in respect of such assigned Advance to the
extent of such payment. No such assignment shall release the Liquidity Provider
from its obligations hereunder.

         Section 7.09 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.

         Section 7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

         Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver
of Immunity.

                  (a) Each of the parties hereto hereby irrevocably and
unconditionally:

                           (i) submits for itself and its property in any legal
         action or proceeding relating to this Agreement or any other Operative
         Agreement, or for recognition and enforcement of any judgment in
         respect hereof or thereof, to the non-exclusive general jurisdiction of
         the courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and the appellate courts
         from any thereof;

                           (ii) consents that any such action or proceeding may
         be brought in such courts, and waives any objection that it may now or
         hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;

                           (iii) agrees that service of process in any such
         action or proceeding may be effected by mailing a copy thereof by
         registered or certified mail (or any substantially similar form of
         mail), postage prepaid, to each party hereto at its address set forth
         in Section 7.02, or at such other address of which the Liquidity
         Provider shall have been notified pursuant thereto; and

                           (iv) agrees that nothing herein shall affect the
         right to effect service of process in any other manner permitted by law
         or shall limit the right to sue in any other jurisdiction.


                                      24.
   29
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                  (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE
TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS
BEING ESTABLISHED, including, without limitation, contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. The
Borrower and the Liquidity Provider each warrant and represent that it has
reviewed this waiver with its legal counsel, and that it knowingly and
voluntarily waives its jury trial rights following consultation with such legal
counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

                  (c) The Liquidity Provider hereby waives any immunity it may
have from the jurisdiction of the courts of the United States or of any State
and waives any immunity any of its properties located in the United States may
have from attachment or execution upon a judgment entered by any such court
under the United States Foreign Sovereign Immunities Act of 1976 or any similar
successor legislation.

         Section 7.12 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto on separate
counterparts, each of which counterpart, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

         Section 7.13 Entirety. This Agreement and the other Operative
Agreements constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior understandings and agreements
of such parties.

         Section 7.14 Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

         Section 7.15 LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY
PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER
NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE
UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

         Section 7.16 Transfer. The Liquidity Provider hereby acknowledges and
consents to the Transfer contemplated by the Assignment and Assumption
Agreement.


                                      25.
   30
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first set forth above.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Subordination Agent and Trustee, as Borrower


                                   By:   /s/ Anita Dallago
                                            Name:    Anita Dallago
                                            Title:   Financial Services Officer

                                   WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                   NEW YORK BRANCH
                                   as Liquidity Provider

                                   By:   /s/ Brigitte Thieme
                                            Name:    Brigitte Thieme
                                            Title:   Managing Director

                                   By:   /s/ Alfred Heynen
                                            Name:    Alfred Heynen
                                            Title:   Associate Director


   31
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]


                                                                      Annex I to
                                                      Revolving Credit Agreement

                      INTEREST ADVANCE NOTICE OF BORROWING

         The undersigned, a duly authorized signatory of the undersigned
borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank
Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit
Agreement (2001-1C), dated as of May __, 2001, between the Borrower and the
Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

                  (1) The Borrower is the Subordination Agent under the
         Intercreditor Agreement.

                  (2) The Borrower is delivering this Notice of Borrowing for
         the making of an Interest Advance by the Liquidity Provider to be used,
         subject to clause (3)(v) below, for the payment of interest on the
         Class C Certificates which was payable on _____________________ (the
         "Distribution Date") in accordance with the terms and provisions of the
         Class C Trust Agreement and the Class C Certificates, which Advance is
         requested to be made on _______________. The Interest Advance should be
         transferred to account __________.

                  (3) The amount of the Interest Advance requested hereby (i) is
         $__________, to be applied in respect of the payment of interest which
         was due and payable on the Class C Certificates on such Distribution
         Date, (ii) does not include any amount with respect to the payment of
         principal of, or premium on, the Class C Certificate, the Class G
         Certificates or the Class D Certificates, or interest on the Class G
         Certificates or the Class D Certificates, (iii) was computed in
         accordance with the provisions of the Class C Certificates, the Class C
         Trust Agreement and the Intercreditor Agreement (a copy of which
         computation is attached hereto as Schedule I), (iv) does not exceed the
         Maximum Available Commitment on the date hereof, (v) does not include
         any amount of interest which was due and payable on the Class C
         Certificates on such Distribution Date but which remains unpaid due to
         the failure of the Depositary to pay any amount of accrued interest on
         the Deposits on such Distribution Date, and (vi) has not been and is
         not the subject of a prior or contemporaneous Notice of Borrowing.

                  (4) Upon receipt by or on behalf of the Borrower of the amount
         requested hereby, (a) the Borrower shall apply the same in accordance
         with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no
         portion of such amount shall be applied by the Borrower for any other
         purpose and (c) no portion of such amount until so applied shall be
         commingled with other funds held by the Borrower.

         The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, the making of the Interest Advance as requested by this Notice of
Borrowing shall automatically reduce, subject to reinstatement in accordance
with the terms of the Liquidity Agreement, the Maximum Available Commitment by
an amount equal to the amount of the Interest Advance


                                      I-1
   32
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]


requested to be made hereby as set forth in clause (i) of paragraph (3) of this
Notice of Borrowing and such reduction shall automatically result in
corresponding reductions in the amounts available to be borrowed pursuant to a
subsequent Advance.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of ______________, ____.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Subordination Agent, as Borrower


                                   By:
                                         Name:
                                         Title:


                                      I-2
   33
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]





               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

                 [Insert Copy of Computations in accordance with
                     Interest Advance Notice of Borrowing]



                                      I-3
   34
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                                                                     Annex II to
                                                      Revolving Credit Agreement

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

         The undersigned, a duly authorized signatory of the undersigned
borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank
Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit
Agreement (2001-1C), dated as of May __, 2001, between the Borrower and the
Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

                  (1) The Borrower is the Subordination Agent under the
         Intercreditor Agreement.

                  (2) The Borrower is delivering this Notice of Borrowing for
         the making of the Non-Extension Advance by the Liquidity Provider to be
         used for the funding of the Class C Cash Collateral Account in
         accordance with Section 3.6(d) of the Intercreditor Agreement, which
         Advance is requested to be made on __________, ____. The Non-Extension
         Advance should be transferred to ____________.

                  (3) The amount of the Non-Extension Advance requested hereby
         (i) is $_______________.__, which equals the Maximum Available
         Commitment on the date hereof and is to be applied in respect of the
         funding of the Class C Cash Collateral Account in accordance with
         Section 3.6(d) of the Intercreditor Agreement, (ii) does not include
         any amount with respect to the payment of the principal of, or premium
         on, the Class C Certificates, the Class G Certificates or the Class D
         Certificates, or interest on the Class G Certificates or the Class D
         Certificates, (iii) was computed in accordance with the provisions of
         the Class C Certificates, the Class C Trust Agreement and the
         Intercreditor Agreement (a copy of which computation is attached hereto
         as Schedule I), and (iv) has not been and is not the subject of a prior
         or contemporaneous Notice of Borrowing under the Liquidity Agreement.

                  (4) Upon receipt by or on behalf of the Borrower of the amount
         requested hereby, (a) the Borrower will deposit such amount in the
         Class C Cash Collateral Account and apply the same in accordance with
         the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no
         portion of such amount shall be applied by the Borrower for any other
         purpose and (c) no portion of such amount until so applied shall be
         commingled with other funds held by the Borrower.

         The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Non-Extension Advance as requested by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of the Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the
Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.


                                      II-1
   35
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Subordination Agent, as Borrower


                                   By:
                                         Name:
                                         Title:


                                      II-2
   36
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]


                       SCHEDULE I TO NON-EXTENSION ADVANCE
                               NOTICE OF BORROWING
                 [Insert copy of computations in accordance with
                   Non-Extension Advance Notice of Borrowing]



                                      II-3
   37
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                                                                    Annex III to
                                                      Revolving Credit Agreement

                      DOWNGRADE ADVANCE NOTICE OF BORROWING

         The undersigned, a duly authorized signatory of the undersigned
borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank
Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit
Agreement (2001-1C) dated as of May __, 2001, between the Borrower and the
Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

                  (1) The Borrower is the Subordination Agent under the
         Intercreditor Agreement.

                  (2) The Borrower is delivering this Notice of Borrowing for
         the making of the Downgrade Advance by the Liquidity Provider to be
         used for the funding of the Class C Cash Collateral Account in
         accordance with Section 3.6(c) of the Intercreditor Agreement by reason
         of the downgrading of the short-term unsecured debt rating of the
         Liquidity Provider issued by either Rating Agency below the Threshold
         Rating, which Advance is requested to be made on ______________. The
         Downgrade Advance should be transferred to __________.

                  (3) The amount of the Downgrade Advance requested hereby (i)
         is $________, which equals the Maximum Available Commitment on the date
         hereof and is to be applied in respect of the funding of the Class C
         Cash Collateral Account in accordance with Section 3.6(c) of the
         Intercreditor Agreement, (ii) does not include any amount with respect
         to the payment of principal of, or premium on, the Class C
         Certificates, the Class G Certificates, or the Class D Certificates, or
         interest on the Class G Certificates or the Class D Certificates, (iii)
         was computed in accordance with the provisions of the Class C
         Certificates, the Class C Trust Agreement and the Intercreditor
         Agreement (a copy of which computation is attached hereto as Schedule
         1), and (iv) has not been and is not the subject of a prior or
         contemporaneous Notice of Borrowing under the Liquidity Agreement.

                  (4) Upon receipt by or on behalf of the Borrower of the amount
         requested hereby, (a) the Borrower shall deposit such amount in the
         Class C Cash Collateral Account and apply the same in accordance with
         the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no
         portion of such amount shall be applied by the Borrower for any other
         purpose and (c) no portion of such amount until so applied shall be
         commingled with other funds held by the Borrower.

         The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Downgrade Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the


                                     III-1
   38
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]



Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not
be entitled to request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the _____ day of _________, _____.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Subordination Agent, as Borrower


                                   By:
                                         Name:
                                         Title:


                                     III-2
   39
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

                 [Insert Copy of Computations in accordance with
                     Downgrade Advance Notice of Borrowing]


                                     III-3
   40
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]



                                                                     Annex IV to
                                                      Revolving Credit Agreement

                        FINAL ADVANCE NOTICE OF BORROWING

         The undersigned, a duly authorized signatory of the undersigned
borrower (the "Borrower"), hereby certifies to Westdeutsche Landesbank
Girozentrale (the "Liquidity Provider"), with reference to the Revolving Credit
Agreement (2001-1C), dated as of May __, 2001, between the Borrower and the
Liquidity Provider (the "Liquidity Agreement"); the terms defined therein and
not otherwise defined herein being used herein as therein defined or
referenced), that:

                  (1) The Borrower is the Subordination Agent under the
         Intercreditor Agreement.

                  (2) The Borrower is delivering this Notice of Borrowing for
         the making of the Final Advance by the Liquidity Provider to be used
         for the funding of the Class C Cash Collateral Account in accordance
         with Section 3.6(i) of the Intercreditor Agreement by reason of the
         receipt by the Borrower of a Termination Notice from the Liquidity
         Provider with respect to the Liquidity Agreement, which Advance is
         requested to be made on _______________.

                  (3) The amount of the Final Advance requested hereby (i) is
         $_____________, which equals the Maximum Available Commitment on the
         date hereof and is to be applied in respect of the funding of the Class
         C Cash Collateral Account in accordance with Section 3.6(i) of the
         Intercreditor Agreement, (ii) does not include any amount with respect
         to the payment of principal of, or premium on the Class C Certificates,
         the Class G Certificates or the Class D Certificates, or interest on
         the Class G Certificates or the Class D Certificates, (iii) was
         computed in accordance with the provisions of the Class C Certificates,
         the Class C Trust Agreement and the Intercreditor Agreement (a copy of
         which computation is attached hereto as Schedule I), and (iv) has not
         been and is not the subject of a prior or contemporaneous Notice of
         Borrowing.

                  (4) Upon receipt by or on behalf of the Borrower of the amount
         requested hereby, (a) the Borrower shall deposit such amount in the
         Class C Cash Collateral Account and apply the same in accordance with
         the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no
         portion of such amount shall be applied by the Borrower for any other
         purpose and (c) no portion of such amount until so applied shall be
         commingled with other funds held by the Borrower.

                  (5) The Borrower hereby requests that the Advance requested
         hereby be a Base Rate Advance [and that such Base Rate Advance be
         converted into a LIBOR Advance on the third Business Day following your
         receipt of this notice.](1)

- ------------------
(1)    Bracketed language may be included at Borrower's option.


                                      IV-1
   41
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

         The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Final Advance as requested by this Notice of
Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the Final Advance
requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the _____ day of ___________, _____.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Subordination Agent, as Borrower


                                   By:
                                         Name:
                                         Title:


                                      IV-2
   42
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

                 [Insert Copy of Computations in accordance with
                       Final Advance Notice of Borrowing]



                                      IV-3
   43
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                                                                      Annex V to
                                                      Revolving Credit Agreement

                              NOTICE OF TERMINATION

                                     [Date]

Wilmington Trust Company
Rodney Square North
1100 North Market Square
Wilmington, DE  19890-0001

Attention: Corporate Trust Administration

Re:      Revolving Credit Agreement (2001-1C), dated as of May __, 2001, between
         Wilmington Trust Company, as Subordination Agent, as agent and trustee
         for the America West Airlines 2001-1C Pass Through Trust, as Borrower,
         and Westdeutsche Landesbank Girozentrale, New York Branch (the
         "Liquidity Agreement")

Ladies and Gentlemen:

         You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement, by reason of the occurrence of a Liquidity Event of Default and the
existence of a Performing Note Deficiency (each as defined therein), we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined therein) under such Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a
consequence of your receipt of this notice.

         THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE
LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY
AGREEMENT SHALL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.


                                      V-1
   44
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]


                                             Very truly yours,

                                             WESTDEUTSCHE LANDESBANK
                                             GIROZENTRALE, NEW YORK BRANCH, as
                                             Liquidity Provider


                                             By:
                                                  Name:
                                                  Title:


                                             By:
                                                  Name:
                                                  Title:


cc:      Wilmington Trust Company,
         as Class C Trustee



                                      V-2
   45
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]

                                                                     Annex VI to
                                                      Revolving Credit Agreement

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

                                     [Date]

Attention:

Re:      Revolving Credit Agreement (2001-1C), dated as of May __, 2001, between
         Wilmington Trust Company, as Subordination Agent, as agent and trustee
         for the America West Airlines 2001-1C Pass Through Trust, as Borrower,
         and Westdeutsche Landesbank Girozentrale (the "Liquidity Agreement")

Ladies and Gentlemen:

         For value received, the undersigned hereby irrevocably transfers to:

                                                     [Name of Transferee]


                                                     [Address of Transferee]

all rights and obligations of the undersigned as Borrower and Subordination
Agent under the Liquidity Agreement referred to above. The transferee has
succeeded the undersigned as Borrower and Subordination Agent under the
Intercreditor Agreement referred to in the first paragraph of the Liquidity
Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement.

         By this transfer, all rights of the undersigned as Borrower and
Subordination Agent under the Liquidity Agreement are transferred to the
transferee and the transferee shall hereafter have the sole rights and
obligations as Borrower and Subordination Agent thereunder. The undersigned
shall pay any costs and expenses of such transfer, including, but not limited
to, transfer taxes or governmental charges.

                                      VI-1
   46
                                          [REVOLVING CREDIT AGREEMENT (2001-1C)]


We ask that this transfer be effective as of ____________, ____.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Subordination Agent, as Borrower


                                   By:
                                         Name:
                                         Title:


                                      VI-2

EX-4.12

   1
                                  EXHIBIT 4.12


- --------------------------------------------------------------------------------


                             INTERCREDITOR AGREEMENT
                                    (2001-1)

                                   Dated as of
                                  May 17, 2001
                                      AMONG

                            WILMINGTON TRUST COMPANY,
                         not in its individual capacity
                         but solely as Trustee under the
                America West Airlines Pass Through Trust 2001-1G,
                America West Airlines Pass Through Trust 2001-1C
                                       and
                America West Airlines Pass Through Trust 2001-1D


                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                       ACTING THROUGH ITS NEW YORK BRANCH,
                          as Class G Liquidity Provider
                                       and
                          as Class C Liquidity Provider

                           AMBAC ASSURANCE CORPORATION
                               as Policy Provider

                                       AND

                            WILMINGTON TRUST COMPANY,
                      not in its individual capacity except
                        as expressly set forth herein but
                    solely as Subordination Agent and Trustee


- --------------------------------------------------------------------------------
   2
                                TABLE OF CONTENTS




                                                                                                                   Page
                                                                                                                
ARTICLE I  DEFINITIONS...........................................................................................    2

   SECTION 1.1.  DEFINITIONS.....................................................................................    2

ARTICLE II  TRUST ACCOUNTS; CONTROLLING PARTY....................................................................   24

   SECTION 2.1.  AGREEMENT TO TERMS OF SUBORDINATION; PAYMENTS FROM MONIES RECEIVED ONLY.........................   24
   SECTION 2.2.  TRUST ACCOUNTS..................................................................................   24
   SECTION 2.3.  DEPOSITS TO THE COLLECTION ACCOUNT AND SPECIAL PAYMENTS ACCOUNT.................................   26
   SECTION 2.4.  DISTRIBUTIONS OF SPECIAL PAYMENTS...............................................................   26
   SECTION 2.5.  DESIGNATED REPRESENTATIVES......................................................................   29
   SECTION 2.6.  CONTROLLING PARTY...............................................................................   30

ARTICLE III  RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED...........................................   31

   SECTION 3.1.  WRITTEN NOTICE OF DISTRIBUTION..................................................................   31
   SECTION 3.2.  DISTRIBUTION OF AMOUNTS ON DEPOSIT IN THE COLLECTION ACCOUNT....................................   34
   SECTION 3.3.  DISTRIBUTION OF AMOUNTS ON DEPOSIT FOLLOWING A TRIGGERING EVENT.................................   36
   SECTION 3.4.  OTHER PAYMENTS..................................................................................   38
   SECTION 3.5.  PAYMENTS TO THE TRUSTEES, LIQUIDITY PROVIDERS AND POLICY PROVIDER...............................   39
   SECTION 3.6.  LIQUIDITY FACILITIES............................................................................   39
   SECTION 3.7.  THE POLICY......................................................................................   45

ARTICLE IV  EXERCISE OF REMEDIES.................................................................................   49

   SECTION 4.1.  DIRECTIONS FROM THE CONTROLLING PARTY...........................................................   49
   SECTION 4.2.  REMEDIES CUMULATIVE.............................................................................   50
   SECTION 4.3.  DISCONTINUANCE OF PROCEEDINGS...................................................................   51
   SECTION 4.4.  RIGHT OF CERTIFICATEHOLDERS TO RECEIVE PAYMENTS NOT TO BE IMPAIRED..............................   51
   SECTION 4.5.  UNDERTAKING FOR COSTS...........................................................................   51

ARTICLE V  DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC........................................   52

   SECTION 5.1.  NOTICE OF INDENTURE EVENT OF DEFAULT OR TRIGGERING EVENT........................................   52
   SECTION 5.2.  INDEMNIFICATION.................................................................................   52
   SECTION 5.3.  NO DUTIES EXCEPT AS SPECIFIED IN INTERCREDITOR AGREEMENT........................................   52
   SECTION 5.4.  NOTICE FROM THE LIQUIDITY PROVIDERS AND TRUSTEES................................................   53

ARTICLE VI  THE SUBORDINATION AGENT..............................................................................   53

   SECTION 6.1.  AUTHORIZATION; ACCEPTANCE OF TRUSTS AND DUTIES..................................................   53
   SECTION 6.2.  ABSENCE OF DUTIES...............................................................................   53
   SECTION 6.3.  NO REPRESENTATIONS OR WARRANTIES AS TO DOCUMENTS................................................   53
   SECTION 6.4.  NO SEGREGATION OF MONIES; NO INTEREST...........................................................   54
   SECTION 6.5.  RELIANCE; AGENTS; ADVICE OF COUNSEL.............................................................   54
   SECTION 6.6.  CAPACITY IN WHICH ACTING........................................................................   54
   SECTION 6.7.  COMPENSATION....................................................................................   54
   SECTION 6.8.  MAY BECOME CERTIFICATEHOLDER....................................................................   55
   SECTION 6.9.  SUBORDINATION AGENT REQUIRED; ELIGIBILITY.......................................................   55
   SECTION 6.10.  MONEY TO BE HELD IN TRUST......................................................................   55

ARTICLE VII  INDEMNIFICATION OF SUBORDINATION AGENT..............................................................   55

   SECTION 7.1.  SCOPE OF INDEMNIFICATION........................................................................   55

ARTICLE VIII  SUCCESSOR SUBORDINATION AGENT......................................................................   56

   SECTION 8.1.  REPLACEMENT OF SUBORDINATION AGENT; APPOINTMENT OF SUCCESSOR....................................   56



                                       i
   3


                                                                                                                   Page
                                                                                                                   ----
                                                                                                                
ARTICLE IX  SUPPLEMENTS AND AMENDMENTS...........................................................................   57

   SECTION 9.1.  AMENDMENTS, WAIVERS, ETC........................................................................   57
   SECTION 9.2.  SUBORDINATION AGENT PROTECTED...................................................................   57
   SECTION 9.3.  EFFECT OF SUPPLEMENTAL AGREEMENTS...............................................................   59
   SECTION 9.4.  NOTICE TO RATING AGENCIES.......................................................................   59

ARTICLE X  MISCELLANEOUS.........................................................................................   59

   SECTION 10.1.  TERMINATION OF INTERCREDITOR AGREEMENT.........................................................   59
   SECTION 10.2.  INTERCREDITOR AGREEMENT FOR BENEFIT OF TRUSTEES, LIQUIDITY PROVIDERS, THE POLICY
   PROVIDER AND SUBORDINATION AGENT..............................................................................   59
   SECTION 10.3.  NOTICES........................................................................................   60
   SECTION 10.4.  SEVERABILITY...................................................................................   61
   SECTION 10.5.  NO ORAL MODIFICATIONS OR CONTINUING WAIVERS....................................................   61
   SECTION 10.6.  SUCCESSORS AND ASSIGNS.........................................................................   61
   SECTION 10.7.  HEADINGS.......................................................................................   62
   SECTION 10.8.  COUNTERPART FORM...............................................................................   62
   SECTION 10.9.  SUBORDINATION..................................................................................   62
   SECTION 10.10.  GOVERNING LAW.................................................................................   63
   SECTION 10.11.  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY..........................   63



                                       ii
   4
                             INTERCREDITOR AGREEMENT

                  INTERCREDITOR AGREEMENT dated as of May 17, 2001, among
WILMINGTON TRUST COMPANY, a Delaware banking corporation ("WTC"), not in its
individual capacity but solely as Trustee of each Trust (each as defined below);
WESTDEUTSCHE LANDESBANK GIROZENTRALE, a German banking institution organized
under the laws of the State of North Rhine-Westphalia, Germany, acting through
its New York branch, as Class G Liquidity Provider and Class C Liquidity
Provider; AMBAC ASSURANCE CORPORATION, a Wisconsin domiciled stock insurance
company, as Policy Provider; and WILMINGTON TRUST COMPANY, not in its individual
capacity except as expressly set forth herein, but solely as Subordination Agent
and trustee hereunder (in such capacity, together with any successor appointed
pursuant to Article VIII hereof, the "Subordination Agent").

                  WHEREAS, all capitalized terms used herein shall have the
respective meanings referred to in Article I hereof;

                  WHEREAS, pursuant to each Indenture (i) in the case of each
Aircraft that is owned by America West at the time such Indenture is entered
into (the "Owned Aircraft"), America West will issue on a recourse basis three
series of Equipment Notes to finance the purchase of such Aircraft, and (ii) in
the case of each Aircraft that is leased to America West pursuant to a related
Lease at the time such Indenture is entered into (the "Leased Aircraft"), the
related Owner Trustee will issue on a nonrecourse basis three series of
Equipment Notes to finance the purchase of such Aircraft;

                  WHEREAS, pursuant to the Financing Agreements, each Trust will
acquire Equipment Notes having an interest rate equal to the interest rate
applicable to the Certificates to be issued by such Trust;

                  WHEREAS, pursuant to each Trust Agreement, the Trust created
thereby proposes to issue a single class of Certificates (a "Class") bearing the
interest rate and having the final distribution date described in such Trust
Agreement on the terms and subject to the conditions set forth therein;

                  WHEREAS, pursuant to the Purchase Agreement, the Initial
Purchasers propose to purchase the Certificates issued by each Trust in the
aggregate face amount set forth opposite the name of such Trust on Schedule I
thereto on the terms and subject to the conditions set forth therein;

                  WHEREAS, the Liquidity Provider proposes to enter into two
separate revolving credit agreements (each such agreement, a "Liquidity
Facility") with the Subordination Agent, as agent for the Trustee of the Class G
Trust and the Class C Trust, respectively, for the benefit of the
Certificateholders of each such Trust;

                  WHEREAS, the Policy Provider proposes to enter into the Policy
Provider Agreement providing for the issuance by the Policy Provider of the
Policy for the benefit of the Class G Trustee and Class G Certificateholders;
and
   5
                  WHEREAS, it is a condition precedent to the obligations of the
Initial Purchasers under the Purchase Agreement that the Subordination Agent,
the Trustees, the Liquidity Provider and the Policy Provider agree to the terms
of subordination set forth in this Agreement in respect of each Class of
Certificates, and the Subordination Agent, the Trustees, the Liquidity Provider
and the Policy Provider, by entering into this Agreement, hereby acknowledge and
agree to such terms of subordination and the other provisions of this Agreement.

                  NOW, THEREFORE, in consideration of the mutual agreements
herein contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.1. Definitions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms used herein that are defined in this Article
         have the meanings assigned to them in this Article, and include the
         plural as well as the singular;

                  (2) all references in this Agreement to designated "Articles",
         "Sections" and other subdivisions are to the designated Articles,
         Sections and other subdivisions of this Agreement;

                  (3) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Agreement as a whole and not to
         any particular Article, Section or other subdivision; and

                  (4) the term "including" shall mean "including without
         limitation".

                  "Acceleration" means, with respect to the amounts payable in
respect of the Equipment Notes issued under any Indenture, such amounts becoming
immediately due and payable by declaration or otherwise. "Accelerate",
"Accelerated" and "Accelerating" have meanings correlative to the foregoing.

                  "Additional Payment" means the payment of any Break Amount (as
such term is defined in the applicable Indentures) and/or premium (including any
redemption premium) in respect of the Equipment Notes.

                  "Accrued Class G Interest" has the meaning specified in
Section 3.7(a).

                  "Adjusted Expected Distributions" means, with respect to the
Certificates of any Trust on any Current Distribution Date, the sum of (x)
accrued and unpaid interest on such Certificates (excluding interest, if any,
payable with respect to the Deposits related to such Trust) and (y) the greater
of:


                                       2
   6
                  (A) the difference between (x) the Pool Balance of such
         Certificates as of the immediately preceding Distribution Date (or, if
         the Current Distribution Date is the first Distribution Date, the
         original aggregate face amount of the Certificates of such Trust) and
         (y) the Pool Balance of such Certificates as of the Current
         Distribution Date calculated on the basis that (i) the principal of the
         Non-Performing Equipment Notes held in such Trust has been paid in full
         and such payments have been distributed to the holders of such
         Certificates, (ii) the principal of the Performing Equipment Notes held
         in such Trust has been paid when due (but without giving effect to any
         Acceleration of Performing Equipment Notes) and such payments have been
         distributed to the holders of such Certificates and (iii) the principal
         of any Equipment Notes formerly held in such Trust that have been sold
         pursuant to the terms hereof has been paid in full and such payments
         have been distributed to the holders of such Certificates, but without
         giving effect to any reduction in the Pool Balance as a result of any
         distribution attributable to Deposits occurring after the immediately
         preceding Distribution Date (or, if the Current Distribution Date is
         the first Distribution Date, occurring after the initial issuance of
         the Certificates of such Trust), and

                  (B) the amount of the excess, if any, of (i) the Pool Balance
         of such Class of Certificates as of the immediately preceding
         Distribution Date (or, if the Current Distribution Date is the first
         Distribution Date, the original aggregate face amount of the
         Certificates of such Trust), less the amount of the Deposits for such
         Class of Certificates as of such preceding Distribution Date (or, if
         the Current Distribution Date is the first Distribution Date, the
         original aggregate amount of the Deposits for such Class of
         Certificates) other than any portion of such Deposits thereafter used
         to acquire Equipment Notes pursuant to the Note Purchase Agreement,
         over (ii) the Aggregate LTV Collateral Amount for such Class of
         Certificates for the Current Distribution Date;

provided that, until the date of the initial LTV Appraisals, clause (B) shall
not apply.

                  For purposes of calculating Adjusted Expected Distributions
with respect to the Certificates of any Trust, any Additional Payment paid on
the Equipment Notes held in such Trust that has not been distributed to the
Certificateholders of such Trust (other than such Additional Payment or a
portion thereof applied to the payment of interest on the Certificates of such
Trust or the reduction of the Pool Balance of such Trust) shall be added to the
amount of Adjusted Expected Distributions.

                  "Advance", with respect to any Liquidity Facility, means any
Advance as defined in such Liquidity Facility.

                  "Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common control
with such Person. For the purposes of this definition, "control" means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether through the ownership of voting
securities or by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.


                                       3
   7
                  "Aggregate LTV Collateral Amount" for any Class of
Certificates for any Distribution Date means the sum of the applicable LTV
Collateral Amounts for each Leased Aircraft and Owned Aircraft, minus the Pool
Balance for each Class of Certificates, if any, senior to such Class, after
giving effect to any distribution of principal on such Distribution Date with
respect to such senior Class or Classes.

                  "Aircraft" means, with respect to each Indenture, the
"Aircraft" referred to therein.

                  "America West" means America West Airlines, Inc., a Delaware
corporation, and its successors and assigns.

                  "America West Bankruptcy Event" means the occurrence and
continuation of any of the following:

                  (a) America West shall consent to the appointment of or the
         taking of possession by a receiver, trustee or liquidator of itself or
         of substantially all of its property, or America West shall admit in
         writing its inability to pay its debts generally as they come due, or
         shall make a general assignment for the benefit of creditors, or
         America West shall file a voluntary petition in bankruptcy or a
         voluntary petition or an answer seeking reorganization, liquidation or
         other relief in a case under any bankruptcy laws or other insolvency
         laws (as in effect at such time) or an answer admitting the material
         allegations of a petition filed against America West in any such case,
         or America West shall seek relief by voluntary petition, answer or
         consent, under the provisions of any other bankruptcy or other similar
         law providing for the reorganization or winding-up of corporations (as
         in effect at such time) or America West shall seek an agreement,
         composition, extension or adjustment with its creditors under such
         laws, or America West's board of directors shall adopt a resolution
         authorizing corporate action in furtherance of any of the foregoing; or

                  (b) an order, judgment or decree shall be entered by any court
         of competent jurisdiction appointing, without the consent of America
         West, a receiver, trustee or liquidator of America West or of
         substantially all of its property, or substantially all of the property
         of America West shall be sequestered, or granting any other relief in
         respect of America West as a debtor under any bankruptcy laws or other
         insolvency laws (as in effect at such time), and any such order,
         judgment or decree of appointment or sequestration shall remain in
         force undismissed, unstayed and unvacated for a period of 90 days after
         the date of entry thereof; or

                  (c) a petition against America West in a case under any
         bankruptcy laws or other insolvency laws (as in effect at such time) is
         filed and not withdrawn or dismissed within 90 days thereafter, or if,
         under the provisions of any law providing for reorganization or
         winding-up of corporations which may apply to America West, any court
         of competent jurisdiction assumes jurisdiction, custody or control of
         America West or of any substantial part of its property and such
         jurisdiction, custody or control remains in force unrelinquished,
         unstayed and unterminated for a period of 90 days.


                                       4
   8
                  "America West Provisions" has the meaning specified in Section
9.1(a).

                  "Appraisal" means a fair market value appraisal (which may be
a "desktop" appraisal) performed by any Appraiser or any other nationally
recognized aircraft appraiser on the basis of an arm's-length transaction
between an informed and willing purchaser under no compulsion to buy and an
informed and willing seller under no compulsion to sell and both having
knowledge of all relevant facts.

                  "Appraised Current Market Value" of any Leased Aircraft or
Owned Aircraft means the lower of the average and the median of the three most
recent Appraisals of such Aircraft.

                  "Appraisers" means Aircraft Information Services, Inc.,
AvSolutions, Inc., and Morten Beyer and Agnew, Inc.

                  "Assignment and Assumption Agreements" means each of the
Assignment and Assumption Agreements to be executed between a Trustee and
trustee of the relevant Successor Trust in accordance with the relevant Trust
Agreement, as the same may be amended, modified or supplemented from time to
time.

                  "Available Amount" means, with respect to any Liquidity
Facility on any drawing date, an amount equal to (a) the Stated Amount of such
Liquidity Facility at such time, less (b) the aggregate amount of each Interest
Drawing honored by the Liquidity Provider under such Liquidity Facility on or
prior to such date which has not been reimbursed or reinstated as provided in
Section 3.6(g) hereof as of such date; provided that, following a Downgrade
Drawing, a Non-Extension Drawing or a Final Drawing under such Liquidity
Facility, the Available Amount of such Liquidity Facility shall be zero.

                  "Business Day" means any day other than a Saturday or Sunday
or a day on which commercial banks are required or authorized to close in
Phoenix, Arizona, New York, New York, or, so long as any Certificate is
outstanding, the city and state in which any Trustee, the Subordination Agent or
any Loan Trustee maintains its Corporate Trust Office or receives and disburses
funds, and that, solely with respect to draws under any Liquidity Facility, also
is a "Business Day" as defined in such Liquidity Facility.

                  "Cash Collateral Account" means the Class G Cash Collateral
Account or the Class C Cash Collateral Account, as applicable.

                  "Certificate" means a Class G Certificate, a Class C
Certificate or a Class D Certificate, as applicable.

                  "Certificateholder" means any holder of one or more
Certificates.

                  "Class" has the meaning assigned to such term in the
preliminary statements to this Agreement.


                                       5
   9
                  "Class C Cash Collateral Account" means an Eligible Deposit
Account in the name of the Subordination Agent maintained at an Eligible
Institution, which shall be the Subordination Agent if it shall so qualify, into
which all amounts drawn under the Class C Liquidity Facility pursuant to Section
3.6(c), 3.6(d) or 3.6(i) shall be deposited.

                  "Class C Certificateholder" means, at any time, any holder of
one or more Class C Certificates.

                  "Class C Certificates" means the certificates issued by the
Class C Trust, substantially in the form of Exhibit A to the Class C Trust
Agreement, and authenticated by the Class C Trustee, representing fractional
undivided interests in the Class C Trust, and any certificates issued in
exchange therefor or replacement thereof pursuant to the terms of the Class C
Trust Agreement and/or the Registration Rights Agreement (including, without
limitation, any Exchange Certificates (as defined in the Class C Trust
Agreement).

                  "Class C Liquidity Facility" means, initially, the Revolving
Credit Agreement dated as of the date hereof, between the Subordination Agent,
as agent and trustee for the Class C Trustee, and the initial Class C Liquidity
Provider, and, from and after the replacement of such Agreement pursuant hereto,
the Replacement Liquidity Facility therefor, if any, in each case as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

                  "Class C Liquidity Provider" means Westdeutsche Landesbank
Girozentrale, acting through its New York branch, together with any Replacement
Liquidity Provider which has issued a Replacement Liquidity Facility to replace
any Class C Liquidity Facility pursuant to Section 3.6(e).

                  "Class C Trust" means (i) prior to the Transfer, the America
West Airlines Pass Through Trust 2001-1C-O created and administered pursuant to
the Class C Trust Agreement and (ii) after the Transfer, the America West
Airlines Pass Through Trust 2001-1C-S created and administered pursuant to the
Class C Trust Agreement.

                  "Class C Trust Agreement" means (i) prior to the Transfer, the
Pass Through Trust Agreement, dated as of the date hereof, between America West
and the Class C Trustee, governing the creation and administration of the
America West Airlines Pass Through Trust 2001-1C-O and the issuance of the Class
C Certificates, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms, and (ii) after the Transfer, the
Pass Through Trust Agreement entered into between America West and the Class C
Trustee, governing the creation and administration of the America West Airlines
Pass Through Trust 2001-1C-S and the issuance of the Class C Certificates, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

                  "Class C Trustee" means WTC, not in its individual capacity
except as expressly set forth in the Class C Trust Agreement, but solely as
trustee under the Class C Trust Agreement, together with any successor trustee
appointed pursuant thereto.

                  "Class D Certificateholder" means, at any time, any holder of
one or more Class D Certificates.


                                       6
   10
                  "Class D Certificates" means the certificates issued by the
Class D Trust, substantially in the form of Exhibit A to the Class D Trust
Agreement, and authenticated by the Class D Trustee, representing fractional
undivided interests in the Class D Trust, and any certificates issued in
exchange therefor or replacement thereof pursuant to the terms of the Class D
Trust Agreement and/or the Registration Rights Agreement (including, without
limitation, any Exchange Certificates (as defined in the Class D Trust
Agreement)) and any pass through certificates designated as "Class D" issued
after the date hereof by a pass through trust created by America West in
connection with any re-issuance of Series D Equipment Notes.

                  "Class D Trust" means (i) prior to the Transfer, the America
West Airlines Pass Through Trust 2001-1D-O created and administered pursuant to
the Class D Trust Agreement and (ii) after the Transfer, the America West
Airlines Pass Through Trust 2001-1D-S created and administered pursuant to the
Class D Trust Agreement.

                  "Class D Trust Agreement" means (i) prior to the Transfer, the
Pass Through Trust Agreement, dated as of the date hereof, between America West
and the Class D Trustee, governing the creation and administration of the
America West Airlines Pass Through Trust 2001-1D-O and the issuance of the Class
D Certificates, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms, and (ii) after the Transfer, the
Pass Through Trust Agreement entered into between America West and the Class D
Trustee, governing the creation and administration of the America West Airlines
Pass Through Trust 2001-1D-S and the issuance of the Class D Certificates, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

                  "Class D Trustee" means WTC, not in its individual capacity
except as expressly set forth in the Class D Trust Agreement, but solely as
trustee under the Class D Trust Agreement, together with any successor trustee
appointed pursuant thereto.

                  "Class G Cash Collateral Account" means an Eligible Deposit
Account in the name of the Subordination Agent maintained at an Eligible
Institution, which shall be the Subordination Agent if it shall so qualify, into
which all amounts drawn under the Class G Liquidity Facility pursuant to Section
3.6(c), 3.6(d) or 3.6(i) shall be deposited.

                  "Class G Certificateholder" means, at any time, any holder of
one or more Class G Certificates.

                  "Class G Certificates" means the certificates issued by the
Class G Trust, substantially in the form of Exhibit A to the Class G Trust
Agreement, and authenticated by the Class G Trustee, representing fractional
undivided interests in the Class G Trust, and any certificates issued in
exchange therefor or replacement thereof pursuant to the terms of the Class G
Trust Agreement and/or the Registration Rights Agreement (including, without
limitation, any Exchange Certificates (as defined in the Class G Trust
Agreement).

                  "Class G Deposits" means the Deposits with respect to the
Class G Certificates.


                                       7
   11
                  "Class G Liquidity Facility" means, initially, the Revolving
Credit Agreement dated as of the date hereof, between the Subordination Agent,
as agent and trustee for the Class G Trustee, and the initial Class G Liquidity
Provider, and, from and after the replacement of such Agreement pursuant hereto,
the Replacement Liquidity Facility therefor, if any, in each case as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

                  "Class G Liquidity Provider" means Westdeutsche Landesbank
Girozentrale, acting through its New York branch, together with any Replacement
Liquidity Provider which has issued a Replacement Liquidity Facility to replace
any Class G Liquidity Facility pursuant to Section 3.6(e).

                  "Class G Paying Agent Account" means the Paying Agent Account
as defined in the Escrow and Paying Agent Agreement relating to the Class G
Certificates.

                  "Class G Trust" means (i) prior to the Transfer, the America
West Airlines Pass Through Trust 2001-1G-O created and administered pursuant to
the Class G Trust Agreement and (ii) after the Transfer, the America West
Airlines Pass Through Trust 2001-1G-S created and administered pursuant to the
Class G Trust Agreement.

                  "Class G Trust Agreement" means (i) prior to the Transfer, the
Pass Through Trust Agreement, dated as of the date hereof, between America West
and the Class G Trustee, governing the creation and administration of the
America West Airlines Pass Through Trust 2001-1G-O and the issuance of the Class
G Certificates, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms, and (ii) after the Transfer, the
Pass Through Trust Agreement entered into between America West and the Class G
Trustee, governing the creation and administration of the America West Airlines
Pass Through Trust 2001-1G-S and the issuance of the Class G Certificates, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

                  "Class G Trustee" means WTC, not in its individual capacity
except as expressly set forth in the Class G Trust Agreement, but solely as
trustee under the Class G Trust Agreement, together with any successor trustee
appointed pursuant thereto.

                  "Closing Date" means May 17, 2001.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the Treasury Regulations promulgated thereunder.

                  "Collateral" has the meaning assigned to such term in the
Owned Aircraft Indentures.

                  "Collection Account" means the Eligible Deposit Account
established by the Subordination Agent pursuant to Section 2.2 which the
Subordination Agent shall make deposits in and withdrawals from in accordance
with this Agreement.

                  "Controlling Party" means the Person entitled to act as such
pursuant to the terms of Section 2.6.


                                       8
   12
                  "Corporate Trust Office" means, with respect to any Trustee,
the Subordination Agent or any Loan Trustee, the office of such Person in the
city at which, at any particular time, its corporate trust business shall be
principally administered.

                  "Current Distribution Date" means a Distribution Date
specified as a reference date for calculating the Expected Distributions or the
Adjusted Expected Distributions with respect to the Certificates of any Trust as
of such Distribution Date.

                  "Delivery Period Expiry Date" means the earlier of (a) August
30, 2002, or, if the Equipment Notes relating to all the New Aircraft (or
Substitute Aircraft in lieu thereof) have not been purchased by the Trusts on or
prior to such date due to any reason beyond the control of America West and not
occasioned by America West's fault or negligence, November 30, 2002 and (b) the
date on which Equipment Notes with respect to all New Aircraft (or Substitute
Aircraft in lieu thereof) have been purchased by the Trusts in accordance with
the Note Purchase Agreement.

                  "Deposit Agreement" shall mean, with respect to any Class, the
Deposit Agreement pertaining to such Class dated as of the date hereof between
the Escrow Agent, and the Depositary, as the same may be amended, modified or
supplemented from time to time in accordance with the terms thereof.

                  "Depositary" means Citibank, N.A., a national banking
association, as depositary under each Deposit Agreement, or its successors and
assigns.

                  "Deposits" with respect to any Class, shall have the meaning
set forth in the Deposit Agreement pertaining to such Class.

                  "Designated Representatives" means the Subordination Agent
Representatives, the Trustee Representatives and the Provider Representatives
identified under Section 2.5.

                  "Disposition" has the meaning assigned to such term in Section
3.7(c).

                  "Distribution Date" means a Regular Distribution Date or a
Special Distribution Date.

                  "Dollars" or "$" means United States dollars.

                  "Downgrade Drawing" has the meaning assigned to such term in
Section 3.6(c).

                  "Downgraded Facility" has the meaning assigned to such term in
Section 3.6(c).

                  "Drawing" means an Interest Drawing, a Final Drawing, a
Non-Extension Drawing or a Downgrade Drawing, as the case may be.

                  "EBO Date" shall mean the date set forth on Schedule 1 to the
Lease as the "EBO Date".


                                       9
   13
                  "Election Distribution Date" has the meaning assigned to such
term in Section 3.7(c).

                  "Eligible Deposit Account" means either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia (or any U.S. branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as any
of the securities of such depository institution has a long-term unsecured debt
rating from each Rating Agency of at least A2 or its equivalent. An Eligible
Deposit Account may be maintained with a Liquidity Provider so long as such
Liquidity Provider is an Eligible Institution; provided that such Liquidity
Provider shall have waived all rights of set-off and counterclaim with respect
to such account.

                  "Eligible Institution" means (a) the corporate trust
department of the Subordination Agent or any Trustee, as applicable, or (b) a
depository institution organized under the laws of the United States of America
or any one of the states thereof or the District of Columbia (or any U.S. branch
of a foreign bank), which has a long-term unsecured debt rating from each Rating
Agency of at least A2 or its equivalent.

                  "Eligible Investments" means (a) investments in obligations
of, or guaranteed by, the United States Government having maturities no later
than 90 days following the date of such investment, (b) investments in open
market commercial paper of any corporation incorporated under the laws of the
United States of America or any state thereof with a short-term unsecured debt
rating issued by Moody's and Standard & Poor's of at least P-1 and A-1,
respectively, having maturities no later than 90 days following the date of such
investment or (c) investments in negotiable certificates of deposit, time
deposits, banker's acceptances, commercial paper or other direct obligations of,
or obligations guaranteed by, commercial banks organized under the laws of the
United States or of any political subdivision thereof (or any U.S. branch of a
foreign bank) with short-term unsecured debt ratings of at least P-1 by Moody's
and A-1 by Standard & Poor's, having maturities no later than 90 days following
the date of such investment; provided, however, that (x) all Eligible
Investments that are bank obligations shall be denominated in U.S. dollars; and
(y) the aggregate amount of Eligible Investments at any one time that are bank
obligations issued by any one bank shall not be in excess of 5% of such bank's
capital surplus; provided further that (1) any investment of the types described
in clauses (a), (b) and (c) above may be made through a repurchase agreement in
commercially reasonable form with a bank or other financial institution
qualifying as an Eligible Institution so long as such investment is held by a
third party custodian also qualifying as an Eligible Institution, and (2) all
such investments set forth in clause (a), (b) or (c) above mature no later than
the Business Day immediately preceding the next Regular Distribution Date;
provided further, however, that in the case of any Eligible Investment issued by
a domestic branch of a foreign bank, the income from such investment shall be
from sources within the United States for purposes of the Code. Notwithstanding
the foregoing, no investment of the types described in clause (b) above which is
issued or guaranteed by America West or any of its Affiliates, and no investment
in the obligations of any one bank in excess of $10,000,000, shall be an
Eligible Investment unless


                                       10
   14
written approval has been obtained from the Policy Provider and a Ratings
Confirmation shall have been received with respect to the making of such
investment.

                  "Equipment Notes" means, at any time, the Series G Equipment
Notes, the Series C Equipment Notes and the Series D Equipment Notes,
collectively, and in each case, any Equipment Notes issued in exchange therefor
or replacement thereof pursuant to the terms of the Indentures.

                  "Escrow Agent" means WTC, as escrow agent under each Escrow
and Paying Agent Agreement, together with its successors in such capacity.

                  "Escrow and Paying Agent Agreement" shall mean, with respect
to any Class, the Escrow and Paying Agent Agreement pertaining to such Class
dated as of the date hereof between the Escrow Agent, the Initial Purchasers,
the Trustee for such Class and the Paying Agent, as the same may be amended,
modified or supplemented from time to time in accordance with the terms thereof.

                  "Escrow Receipts" has the meaning assigned to such term in the
Escrow and Paying Agent Agreement for the Class G Trust.

                  "Excess Interest Policy Drawing" has the meaning assigned to
such term in Section 3.7(c).

                  "Excess Reimbursement Obligations" means, (a) in the event of
any Policy Provider Election, the portion of the Policy Provider Obligations
that represents, when added to that portion of any Liquidity Obligations that
represents, interest on the Series G Equipment Note in respect of which the
Policy Provider Election has been made in excess of 24 months of interest at the
interest rate applicable to such Equipment Note and (b) any interest on the
Liquidity Obligations in respect of the Class G Liquidity Facility and Class C
Liquidity Facility paid by the Policy Provider to the Liquidity Provider from
and after the end of the 24-month period referred to in Section 3.7(c) hereof.

                  "Expected Distributions" means, with respect to the
Certificates of any Trust on any Current Distribution Date, the sum of (x)
accrued and unpaid interest on such Certificates (excluding interest, if any,
payable with respect to the Deposits related to such Trust) and (y) the
difference between (A) the Pool Balance of such Certificates as of the
immediately preceding Distribution Date (or, if the Current Distribution Date is
the first Distribution Date, the original aggregate face amount of the
Certificates of such Trust), and (B) the Pool Balance of such Certificates as of
the Current Distribution Date calculated on the basis that (i) the principal of
the Equipment Notes held in such Trust has been paid when due (whether at stated
maturity, upon redemption, prepayment, purchase, Acceleration or otherwise) and
such payments have been distributed to the holders of such Certificates and (ii)
the principal of any Equipment Notes formerly held in such Trust that have been
sold pursuant to the terms hereof has been paid in full and such payments have
been distributed to the holders of such Certificates, but without giving effect
to any reduction in the Pool Balance as a result of any distribution
attributable to Deposits occurring after the immediately preceding Distribution
Date (or, if the Current Distribution Date is the first Distribution Date,
occurring after the initial issuance of the Certificates of such Trust).


                                       11
   15
For purposes of calculating Expected Distributions with respect to the
Certificates of any Trust, any Additional Payment paid on the Equipment Notes
held in such Trust which has not been distributed to the Certificateholders of
such Trust (other than such Additional Payment or a portion thereof applied to
the payment of interest on the Certificates of such Trust or the reduction of
the Pool Balance of such Trust) shall be added to the amount of such Expected
Distributions.

                  "Expiry Date" with respect to any Liquidity Facility, shall
have the meaning set forth in such Liquidity Facility.

                  "Fee Letter" means the Fee Letter dated as of the date hereof
among America West, Westdeutsche Landesbank Girozentrale, acting through its New
York branch, and the Subordination Agent with respect to the initial Liquidity
Facilities and any fee letter entered into among America West, the Subordination
Agent and any Replacement Liquidity Provider.

                  "Final Distributions" means, with respect to the Certificates
of any Trust on any Distribution Date, the sum of (x) the aggregate amount of
all accrued and unpaid interest on such Certificates (excluding interest, if
any, payable with respect to the Deposits relating to such Trust) and (y) the
Pool Balance of such Certificates as of the immediately preceding Distribution
Date (less the amount of the Deposits for such Class of Certificates as of such
preceding Distribution Date other than any portion of such Deposits thereafter
used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For
purposes of calculating Final Distributions with respect to the Certificates of
any Trust, any Additional Payment paid on the Equipment Notes held in such Trust
which has not been distributed to the Certificateholders of such Trust (other
than such Additional Payment or a portion thereof applied to the payment of
interest on the Certificates of such Trust or the reduction of the Pool Balance
of such Trust) shall be added to the amount of such Final Distributions.

                  "Final Drawing" has the meaning assigned to such term in
Section 3.6(i).

                  "Final Legal Distribution Date" means (i) with respect to the
Class G Certificates, October 2, 2022, (ii) with respect to the Class C
Certificates, October 2, 2008 and (iii) with respect to the Class D
Certificates, October 2, 2005.

                  "Financing Agreement" means each of the Participation
Agreements and the Note Purchase Agreement.

                  "Indenture" means each of the Trust Indentures entered into by
the Loan Trustee, and the Owner Trustee or America West, pursuant to the Note
Purchase Agreement, in each case as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.

                  "Indenture Event of Default" means, with respect to any
Indenture, any Event of Default (as such term is defined in such Indenture)
thereunder.


                                       12
   16
                  "Initial Purchasers" means Salomon Smith Barney Inc., Deutsche
Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc.
and Tokyo-Mitsubishi International plc.

                  "Interest Drawing" has the meaning assigned to such term in
Section 3.6(a).

                  "Interest Payment Date" means, with respect to any Liquidity
Facility, the final day of each Interest Period thereunder.

                  "Interest Period" with respect to any Liquidity Facility, has
the meaning assigned to such term in such Liquidity Facility.

                  "Investment Earnings" means investment earnings on funds on
deposit in the Trust Accounts net of losses and investment expenses of the
Subordination Agent in making such investments.

                  "Last Payment Date" has the meaning assigned to such term in
Section 3.7(c).

                  "Lease" means, with respect to each Indenture pertaining to a
Leased Aircraft, the "Lease" referred to therein.

                  "Leased Aircraft" has the meaning assigned to such term in the
preliminary statements of this Agreement.

                  "Leased Aircraft Indenture" means, with respect to each Leased
Aircraft, the Indenture pertaining thereto.

                  "Lending Office" means, with respect to any Liquidity
Facility, the office of the Liquidity Provider thereunder, presently located at
New York, New York or such other office as such Liquidity Provider from time to
time shall notify the applicable Trustee as its "Lending Office" under any such
Liquidity Facility; provided that such Liquidity Provider shall not change its
Lending Office to a Lending Office outside the United States of America except
in accordance with Section 3.01, 3.02 or 3.03 of any such Liquidity Facility.

                  "Lien" means any mortgage, pledge, lien, charge, claim,
disposition of title, encumbrance, lease, sublease, sub-sublease or security
interest of any kind, including, without limitation, any thereof arising under
any conditional sales or other title retention agreement.

                  "Liquidity Event of Default" with respect to any Liquidity
Facility, has the meaning assigned to such term in such Liquidity Facility.

                  "Liquidity Expenses" means all Liquidity Obligations other
than (i) the amount of any Drawings under the Liquidity Facilities and (ii) any
interest accrued on any Liquidity Obligations.

                  "Liquidity Facilities" means, at any time, the Class G
Liquidity Facility or the Class C Liquidity Facility.


                                       13
   17
                  "Liquidity Obligations" means all principal, interest, fees
and other amounts owing to the Liquidity Providers under the Liquidity
Facilities, Section 9.1 of the Participation Agreements or the Fee Letter.

                  "Liquidity Provider" means, at any time, any Class G Liquidity
Provider or any Class C Liquidity Provider, as applicable.

                  "Loan Trustee" means, with respect to any Indenture, the
mortgagee thereunder.

                  "LTV Appraisals" has the meaning assigned to such term in
Section 4.1(a).

                  "LTV Collateral Amount" of any Leased Aircraft or Owned
Aircraft for any Class of Certificates means, as of any Distribution Date, the
lesser of (i) the LTV Ratio for such Class of Certificates multiplied by the
Appraised Current Market Value of such Aircraft (or with respect to any such
Aircraft which has suffered an Event of Loss under and as defined in the
relevant Lease (in the case of a Leased Aircraft) or Indenture (in the case of
an Owned Aircraft), the amount of the insurance proceeds paid to the related
Loan Trustee in respect thereof to the extent then held by such Loan Trustee
(and/or on deposit in the Special Payments Account) or payable to such Loan
Trustee in respect thereof) and (ii) the outstanding principal amount of the
Equipment Notes secured by such Aircraft after giving effect to any principal
payments of such Equipment Notes on or before such Distribution Date.

                  "LTV Ratio" means for the Class G Certificates, 53%, for the
Class C Certificates, 62% and for the Class D Certificates, 72%.

                  "Material Adverse Tax Event" has the meaning assigned to such
term in Section 17.3(a)(4) of the Lease.

                  "Minimum Sale Price" means, with respect to any Aircraft or
the Equipment Notes issued in respect of such Aircraft, at any time, the lesser
of (a) 75% of the Appraised Current Market Value of such Aircraft and (b) the
aggregate outstanding principal amount of such Equipment Notes, plus accrued and
unpaid interest thereon.

                  "Moody's" means Moody's Investors Service, Inc.

                  "New Aircraft" has the meaning ascribed to the term "Aircraft"
in the Note Purchase Agreement.

                  "Non-Controlling Party" means, at any time, any of the
Trustees, the Liquidity Provider or the Policy Provider which is not the
Controlling Party at such time.

                  "Non-Extended Facility" has the meaning assigned to such term
in Section 3.6(d).

                  "Non-Extension Drawing" has the meaning assigned to such term
in Section 3.6(d).


                                       14
   18
                  "Non-Performing Equipment Note" means an Equipment Note issued
pursuant to an Indenture that is not a Performing Equipment Note.

                  "Note Purchase Agreement" means the Note Purchase Agreement
dated as of the date hereof, among America West, each Trustee, the Escrow Agent,
the Subordination Agent and the Paying Agent.

                  "Notice for Payment" means a Notice of Nonpayment as such term
is defined in the Policy.

                  "Notice of Avoided Payment" has the meaning assigned to such
term in the Policy.

                  "Officer's Certificate" of any Person means a certification
signed by a Responsible Officer of such Person.

                  "Operative Agreements" means this Agreement, the Liquidity
Facilities, the Policy, the Policy Provider Agreement, the Indentures, the Trust
Agreements, the Purchase Agreement, the Financing Agreements, the Leases, the
Fee Letter, the Equipment Notes and the Certificates, together with all exhibits
and schedules included with any of the foregoing.

                  "Order" has the meaning assigned to such term in the Policy.

                  "Outstanding" means, when used with respect to each Class of
Certificates, as of the date of determination, all Certificates of such Class
theretofore authenticated and delivered under the related Trust Agreement,
except:

                  (i) Certificates of such Class theretofore canceled by the
         Registrar (as defined in such Trust Agreement) or delivered to the
         Trustee thereunder or such Registrar for cancellation;

                  (ii) Certificates of such Class for which money in the full
         amount required to make the final distribution with respect to such
         Certificates pursuant to Section 11.01 of such Trust Agreement has been
         theretofore deposited with the related Trustee in trust for the holders
         of such Certificates as provided in Section 4.01 of such Trust
         Agreement pending distribution of such money to such Certificateholders
         pursuant to such final distribution payment; and

                  (iii) Certificates of such Class in exchange for or in lieu of
         which other Certificates have been authenticated and delivered pursuant
         to such Trust Agreement;

provided, however, that in determining whether the holders of the requisite
Outstanding amount of such Certificates have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, any Certificates
owned by America West or any of its Affiliates shall be disregarded and deemed
not to be Outstanding, except that, in determining whether such Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Certificates that such Trustee knows to be so
owned shall be so


                                       15
   19
disregarded. Certificates so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
applicable Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not America West or any of its Affiliates.

                  "Overdue Scheduled Payment" means any Scheduled Payment which
is not in fact received by the Subordination Agent within five days after the
Scheduled Payment Date relating thereto.

                  "Owned Aircraft" has the meaning assigned to such term in the
preliminary statements of this Agreement.

                  "Owned Aircraft Indenture" means, with respect to each Owned
Aircraft, the Indenture pertaining to such Aircraft.

                  "Owner Trustee" means, with respect to any Indenture
pertaining to a Leased Aircraft, the Owner Trustee (as defined therein) not in
its individual capacity but solely as trustee under the related owner trust
agreement, together with any successor trustee appointed pursuant to such owner
trust agreement.

                  "Participation Agreement" means, with respect to each
Indenture, the "Participation Agreement" referred to therein.

                  "Payee" has the meaning assigned to such term in Section
2.4(e).

                  "Paying Agent" means WTC, as paying agent under each Escrow
and Paying Agent Agreement, together with its successors in such capacity.

                  "Performing Equipment Note" means an Equipment Note issued
pursuant to an Indenture with respect to which no payment default has occurred
and is continuing (without giving effect to any Acceleration); provided that in
the event of a bankruptcy proceeding under Title 11 of the United States Code
(the "Bankruptcy Code") under which America West is a debtor, any payment
default existing during the 60-day period under Section 1110(a)(2)(A) of the
Bankruptcy Code (or such longer period as may apply under Section 1110(b) of the
Bankruptcy Code or as may apply for the cure of such payment default under
Section 1110(a)(2)(B) of the Bankruptcy Code) shall not be taken into
consideration until the expiration of the applicable period.

                  "Performing Note Deficiency" means any time that less than 65%
of the then aggregate outstanding principal amount of all Equipment Notes are
Performing Equipment Notes.

                  "Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint-stock company, trust,
trustee, unincorporated organization or government or any agency or political
subdivision thereof.


                                       16
   20
                  "Policy" means the Ambac Certificate Guarantee Insurance
Policy No. AB0455BE, together with the Certificate Guaranty Insurance Policy
Endorsement attached thereto, issued as of the Closing Date, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

                  "Policy Account" means the Eligible Deposit Account
established by the Subordination Agent pursuant to Section 2.2(a)(iii).

                  "Policy Drawing" means any payment of a claim under the
Policy.

                  "Policy Expenses" means all amounts (including amounts in
respect of expenses or indemnities) due to the Policy Provider under the Policy
Provider Agreement or the Financing Agreements other than (i) the amount of any
Excess Reimbursement Obligations, (ii) any Policy Drawing, (iii) any interest
accrued on any Policy Provider Obligations and (iv) reimbursement of and
interest on the Liquidity Obligations in respect of the Liquidity Facilities
paid by the Policy Provider to any Liquidity Provider; provided that if, at the
time of determination, a Policy Provider Default exists, Policy Expenses shall
not include any indemnity payments owed to the Policy Provider.

                  "Policy Provider" means Ambac Assurance Corporation.

                  "Policy Provider Agreement" means the Insurance and Indemnity
Agreement dated as of the date hereof among the Subordination Agent, as agent
and trustee for the Class G Trustee, America West and the Policy Provider as
amended, supplemented or otherwise modified from time to time in accordance with
its terms.

                  "Policy Provider Default" shall mean the occurrence of any of
the following events (a) the Policy Provider fails to make a payment required
under the Policy in accordance with its terms and such failure remains
unremedied for 2 Business Days following the delivery of Written Notice of such
failure to the Policy Provider or (b) the Policy Provider (i) files any petition
or commences any case or proceeding under any provisions of any federal or state
law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (ii) makes a general assignment for the benefit of its creditors
or (iii) has an order for relief entered against it under any federal or state
law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization that is final and nonappealable, or (c) a court of competent
jurisdiction, the Wisconsin Department of Insurance or another competent
regulatory authority enters a final and nonappealable order, judgment or decree
(i) appointing a custodian, trustee, agent or receiver for the Policy Provider
or for all or any material portion of its property or (ii) authorizing the
taking of possession by a custodian, trustee, agent or receiver of the Policy
Provider (or taking of possession of all or any material portion of the Policy
Provider's property).

                  "Policy Provider Election" has the meaning assigned to such
term in Section 3.7(c).

                  "Policy Provider Obligations" means all reimbursement and
other amounts, including, without limitation, fees and indemnities (to the
extent not included in Policy Expenses), due to the Policy Provider under the
Policy Provider Agreement but shall not include


                                       17
   21
any interest on Policy Drawings except, if the Class G Liquidity Provider has
failed to honor any Interest Drawing in accordance with Section 2.02(e) of the
Class G Liquidity Facility, interest on any Policy Drawing made to cover the
shortfall attributable to such failure in an amount equal to the amount of
interest that would have accrued on such Interest Drawing if such Interest
Drawing had been made in accordance with Section 2.02(e) of the Class G
Liquidity Facility at the interest rate applicable to such Interest Drawing
until such Policy Drawing has been repaid in full, up to a maximum of three such
Policy Drawings.

                  "Policy Provider Rating" shall mean the respective ratings by
each of the Ratings Agencies of the Policy Provider's financial strength in
respect of the Policy.

                  "Policy Provider Threshold Rating" shall mean a Policy
Provider Rating of Aaa by Moody's and AAA by Standard & Poor's.

                  "Pool Balance" means, with respect to each Trust or the
Certificates issued by any Trust, as of any date, (i) the original aggregate
face amount of the Certificates of such Trust less (ii) the aggregate amount of
all payments made in respect of the Certificates of such Trust or in respect of
Deposits relating to such Trust other than payments made in respect of interest
or Additional Payment thereon or reimbursement of any costs and expenses in
connection therewith. The Pool Balance for each Trust or for the Certificates
issued by any Trust as of any Distribution Date shall be computed after giving
effect to any special distribution with respect to unused Deposits, payment of
principal of the Equipment Notes, payments under the Policy (other than in
respect of interest on the Certificates) or payment with respect to other Trust
Property held in such Trust and the distribution thereof to be made on that
date.

                  "Preference Amount" has the meaning assigned to such term in
the Policy.

                  "Prior Funds" means, with respect to any Distribution Date,
any amounts received by the Escrow Agent in the Class G Paying Agent Account in
respect of accrued interest on the Class G Deposits, any Drawing paid under the
Class G Liquidity Facility in respect of interest due on the Class G
Certificates on such Distribution Date and any withdrawal of funds from the
Class G Cash Collateral Account in respect of such interest.

                  "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

                  "Provider Incumbency Certificate" has the meaning assigned to
such term in Section 2.5(c).

                  "Provider Representatives" has the meaning assigned to such
term in Section 2.5(c).

                  "PTC Event of Default" means, with respect to each Trust
Agreement, the failure to pay within 10 Business Days of the due date thereof:
(i) the outstanding Pool Balance of the applicable Class of Certificates on the
Final Legal Distribution Date for such Class or (ii) interest due on such
Certificates on any Distribution Date (unless the Subordination Agent shall have
made an Interest Drawing, or a withdrawal from the Cash Collateral Account, or
in the case of


                                       18
   22
the Class G Trust Agreement, a drawing under the Policy, with respect thereto in
an aggregate amount sufficient to pay such interest and shall have distributed
such amount to the Trustee entitled thereto).

                  "Purchase Agreement" means the Purchase Agreement dated May
10, 2001 among the Initial Purchasers and America West, relating to the purchase
of the Certificates by the Initial Purchasers, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

                  "Rating Agencies" means, collectively, at any time, each
nationally recognized rating agency which shall have been requested to rate the
Certificates and which shall then be rating the Certificates. The initial Rating
Agencies will be Moody's and Standard & Poor's.

                  "Ratings Confirmation" means, with respect to any action
proposed to be taken, a written confirmation from each of the Rating Agencies
that such action would not result in (i) a reduction of the rating for any Class
of Certificates below the then current rating for such Class of Certificates
such ratings as determined (without regard to the Policy in respect of the Class
G Certificates) or (ii) a withdrawal or suspension of the rating of any Class of
Certificates.

                  "Registration Rights Agreement" means the Exchange and
Registration Rights Agreement dated as of the date hereof, among the Initial
Purchasers, the Trustees and America West, as amended, supplemented or otherwise
modified from time to time in accordance with its terms.

                  "Regular Distribution Dates" means each April 2 and October 2,
commencing on October 2, 2001; provided, however, that, if any such day shall
not be a Business Day, the related distribution shall be made on the next
succeeding Business Day without additional interest.

                  "Replacement Liquidity Facility" means, for any Liquidity
Facility, an irrevocable revolving credit agreement (or agreements) in
substantially the form of the replaced Liquidity Facility, including
reinstatement provisions, or in such other form (which may include a letter of
credit) as shall permit the Rating Agencies to confirm in writing their
respective ratings then in effect for the related Certificates (before
downgrading of such ratings, if any, as a result of the downgrading of the
applicable Liquidity Provider and, in the case of the Class G Liquidity Facility
only, be consented to by the Policy Provider, which consent shall not be
unreasonably withheld or delayed, in a face amount (or in an aggregate face
amount) equal to the amount of interest payable on the Certificates of such
Trust (at the Stated Interest Rate for such Trust, and without regard to
expected future principal payments) on the three Regular Distribution Dates
following the date of replacement of such Liquidity Facility and issued by a
Person (or Persons) having unsecured short-term debt ratings issued by both
Rating Agencies which are equal to or higher than the Threshold Rating. Without
limitation of the form that a Replacement Liquidity Facility otherwise may have
pursuant to the preceding sentence, a Replacement Liquidity Facility for any
Class of Certificates may have a stated expiration date earlier than 15 days
after the Final Legal Distribution Date of such Class of Certificates so long as
such Replacement Liquidity Facility provides for a Non-Extension Drawing as
contemplated by Section 3.6(d) hereof.


                                       19
   23
                  "Replacement Liquidity Provider" means a Person (or Persons)
who issues a Replacement Liquidity Facility.

                  "Required Amount" means, with respect to each Liquidity
Facility, or the Cash Collateral Account, for any Class, for any day, the sum of
the aggregate amount of interest, calculated at the rate per annum equal to the
Stated Interest Rate for the related Class of Certificates, that would be
payable on such Class of Certificates on each of the three successive Regular
Distribution Dates immediately following such day or, if such day is a Regular
Distribution Date, on such day and the succeeding two Regular Distribution
Dates, in each case calculated on the basis of the Pool Balance of such Class of
Certificates on such date and without regard to expected future payments of
principal on such Class of Certificates. The Pool Balance for purposes of the
definition of Required Amount with respect to the Class G Liquidity Facility
shall, in the event of any Policy Provider Election, be deemed to be reduced by
the amount (if positive) by which (a) the then outstanding principal balance of
each Series G Equipment Note in respect of which such Policy Provider Election
has been made shall exceed (b) the amount of any Policy Drawings previously paid
by the Policy Provider in respect of principal on such Series G Equipment Note.

                  "Responsible Officer" means (i) with respect to the
Subordination Agent and each of the Trustees, any officer in the corporate trust
administration department of the Subordination Agent or such Trustee or any
other officer customarily performing functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with a particular subject, (ii) with respect to each Liquidity Provider, any
authorized officer of such Liquidity Provider, and (iii) with respect to the
Policy Provider, any authorized officer of the Policy Provider.

                  "Scheduled Payment" means, with respect to any Equipment Note,
(i) any payment of principal or interest on such Equipment Note (other than an
Overdue Scheduled Payment) due from the obligor thereon or (ii) any payment of
interest on the corresponding Class of Certificates with funds drawn under any
Liquidity Facility or the Policy, which payment represents the installment of
principal at the stated maturity of such installment of principal on such
Equipment Note, the payment of regularly scheduled interest accrued on the
unpaid principal amount of such Equipment Note, or both; provided that any
payment of principal of, Additional Payment, if any, or interest resulting from
the redemption or purchase of any Equipment Note shall not constitute a
Scheduled Payment.

                  "Scheduled Payment Date" means, with respect to any Scheduled
Payment, the date on which such Scheduled Payment is scheduled to be made.

                  "Section 2.4(b) Fraction" has the meaning assigned to such
term in Section 2.4(b).

                  "Series C Equipment Notes" means the 8.37% Series C Equipment
Notes issued pursuant to any Indenture by the related Owner Trustee or America
West, as the case may be, and authenticated by the Loan Trustee thereunder, and
any such Equipment Notes issued in exchange therefor or replacement thereof
pursuant to the terms of such Indenture.


                                       20
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                  "Series D Equipment Notes" means the Six-Month LIBOR + 3.20%
Series D Equipment Notes issued pursuant to any Indenture by the related Owner
Trustee or America West, as the case may be, and authenticated by the Loan
Trustee thereunder, and any such equipment notes issued in exchange therefor or
replacement thereof or re-issued, in each case, pursuant to the terms of such
Indenture.

                  "Series G Equipment Notes" means the 7.10% Series G Equipment
Notes issued pursuant to any Indenture by the related Owner Trustee or America
West, as the case may be, and authenticated by the Loan Trustee thereunder, and
any such Equipment Notes issued in exchange therefor or replacement thereof
pursuant to the terms of such Indenture.

                  "Six-Month LIBOR" has the meaning assigned to such term in the
applicable Indentures.

                  "Special Distribution Date" means with respect to any Special
Payment: (i) the date chosen by the Subordination Agent pursuant to Section
2.4(a) for the distribution of such Special Payment in accordance with this
Agreement, whether distributed pursuant to Section 2.4 or Section 3.3 hereof or
(ii) the date chosen by the Subordination Agent pursuant to Section 3.7(b),
3.7(c) or Section 3.7(e), as the case may be, for the distribution of such
Special Payment in accordance with the provisions thereof.

                  "Special Payment" means any payment (other than a Scheduled
Payment) in respect of, or any proceeds of, any Equipment Note or Trust
Indenture Estate or Collateral.

                  "Special Payments Account" means the Eligible Deposit Account
created pursuant to Section 2.2 as a sub-account to the Collection Account.

                  "Standard & Poor's" means Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.

                  "Stated Amount" with respect to any Liquidity Facility, means
the Maximum Commitment (as defined in such Liquidity Facility) of the applicable
Liquidity Provider thereunder.

                  "Stated Expiration Date" has the meaning specified in Section
3.6(d).

                  "Stated Interest Rate" means (i) with respect to the Class G
Certificates, 7.10% per annum, (ii) with respect to the Class C Certificates,
8.37% per annum and (iii) with respect to the Class D Certificates for each
applicable interest period, Six-Month LIBOR for such interest period plus 3.20%
per annum, plus, in each case, solely in the event no Registration Event (as
defined in the Registration Rights Agreement) occurs on or prior to the 210th
day after the Closing Date, an additional margin equal to 0.50% per annum, from
and including such 210th day (provided that any such additional margin shall
cease to be in effect from and including the earlier of (i) the date on which
such Registration Event occurs and (ii) the date on which there ceases to be any
Registrable Certificates (as defined in the Registration Rights Agreement));
provided that if the Shelf Registration Statement (as defined in the
Registration Rights


                                       21
   25
Agreement) ceases to be effective at any time during the period specified by
Section 2(b)(B) of the Registration Rights Agreement for more than 60 days,
whether or not consecutive, during any 12-month period, the Stated Interest Rate
shall be increased by 0.50% per annum from the 61st day of the applicable
12-month period such Shelf Registration Statement ceases to be effective until
such time as the Shelf Registration Statement again becomes effective (or, if
earlier, the end of the period specified by Section 2(b)(B) of the Registration
Rights Agreement).

                  "Subordination Agent" has the meaning assigned to it in the
preliminary statements to this Agreement.

                  "Subordination Agent Incumbency Certificate" has the meaning
assigned to such term in Section 2.5(a).

                  "Subordination Agent Representatives" has the meaning assigned
to such term in Section 2.5(a).

                  "Substitute Aircraft" shall have the meaning set forth in the
Note Purchase Agreement.

                  "Successor Trusts" means, collectively, America West Airlines
Pass Through Trust 2001-1G-S, America West Airlines Pass Through Trust 2001-1C-S
and America West Airlines Pass Through Trust 2001-1D-S.

                  "Tax" and "Taxes" mean any and all taxes, levies, duties,
tariffs, imposts, and other charges of a similar kind (together with any and all
interest, penalties, loss, damage, liability, expense, additions to tax and
additional amounts or costs incurred or imposed with respect thereto) imposed or
otherwise assessed by the United States of America or by any state, local or
foreign government (or any subdivision or agency thereof) or other taxing
authority, including, without limitation: taxes on or with respect to income,
franchises, windfall or other profits, gross receipts, property, sales, use,
capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation, or net worth; taxes in the nature of excise,
withholding, ad valorem, stamp, transfer, non-recoverable value added, taxes on
goods and services and gains taxes.

                  "Termination Notice" with respect to any Liquidity Facility
has the meaning assigned to such term in such Liquidity Facility.

                  "Threshold Rating" means the short-term unsecured debt rating
of P-1 by Moody's and A-1 by Standard & Poor's for each Liquidity Provider.

                  "Transfer" means, with respect to any particular Trust, the
transfers contemplated by the Assignment and Assumption Agreement with respect
to such Trust.

                  "Treasury Regulations" means regulations, including proposed
or temporary regulations, promulgated under the Code. References herein to
specific provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.


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   26
                  "Triggering Event" means (x) the occurrence of an Indenture
Event of Default under all of the Indentures resulting in a PTC Event of Default
with respect to the most senior Class of Certificates then Outstanding, (y) the
Acceleration of all of the outstanding Equipment Notes (provided that, with
respect to the period prior to the Delivery Period Expiry Date, the aggregate
principal balance of such Equipment Notes is in excess of $100 million) or (z)
the occurrence of an America West Bankruptcy Event.

                  "Trust" means either of the Class G Trust, the Class C Trust
or the Class D Trust.

                  "Trust Accounts" has the meaning assigned to such term in
Section 2.2(a).

                  "Trust Agreement" means any of the Class G Trust Agreement,
the Class C Trust Agreement or the Class D Trust Agreement.

                  "Trust Indenture Estate" has the meaning assigned to such term
in the Leased Aircraft Indentures.

                  "Trust Property" with respect to any Trust, has the meaning
set forth in the Trust Agreement for such Trust.

                  "Trustee" means any of the Class G Trustee, the Class C
Trustee or the Class D Trustee.

                  "Trustee Incumbency Certificate" has the meaning assigned to
such term in Section 2.5(b).

                  "Trustee Representatives" has the meaning assigned to such
term in Section 2.5(b).

                  "Unindemnified Tax" means (i) any Tax imposed on the net
income, net worth or capital, any franchise Tax or similar doing business Tax of
the Subordination Agent (other than any such Tax imposed as a result of the
Company's assumption of the Equipment Notes pursuant to the purchase of an
Aircraft on an EBO Date or a Material Adverse Tax Event, and (ii) any
withholding Tax imposed by the United States (including, without limitation, any
withholding Tax imposed by the United States which is imposed or increased as a
result of the Subordination Agent's failing to deliver to the Company any
certificate or document necessary to establish that payments under this
Agreement are exempt from withholding Tax).

                  "Written Notice" means, from the Subordination Agent, any
Trustee, Liquidity Provider or the Policy Provider, a written instrument
executed by the Designated Representative of such Person. An invoice delivered
by a Liquidity Provider pursuant to Section 3.1 in accordance with its normal
invoicing procedures shall constitute Written Notice under such Section.

                  "WTC" has the meaning assigned to such term in the recital of
parties to this Agreement.


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                                   ARTICLE II

                        TRUST ACCOUNTS; CONTROLLING PARTY

                  SECTION 2.1. Agreement to Terms of Subordination; Payments
from Monies Received Only. (a) Each Trustee hereby acknowledges and agrees to
the terms of subordination and distribution set forth in this Agreement in
respect of each Class of Certificates and agrees to enforce such provisions and
cause all payments in respect of the Equipment Notes and the Liquidity
Facilities to be applied in accordance with the terms of this Agreement. In
addition, each Trustee hereby agrees to cause the Equipment Notes purchased by
the related Trust to be registered in the name of the Subordination Agent or its
nominee, as agent and trustee for such Trustee, to be held in trust by the
Subordination Agent solely for the purpose of facilitating the enforcement of
the subordination and other provisions of this Agreement.

                  (b) Except as otherwise expressly provided in the next
succeeding sentence of this Section 2.1, all payments to be made by the
Subordination Agent hereunder shall be made only from amounts received by it
that constitute Scheduled Payments, Special Payments, payments under Section 9.1
of the Participation Agreements or payments under Sections 6 and 7 of the Note
Purchase Agreement, and only to the extent that the Subordination Agent shall
have received sufficient income or proceeds therefrom to enable it to make such
payments in accordance with the terms hereof. Each of the Trustees and the
Subordination Agent hereby agrees and, as provided in each Trust Agreement, each
Certificateholder, by its acceptance of a Certificate, each Liquidity Provider,
by entering into the Liquidity Facility to which it is a party, and the Policy
Provider, by entering into the Policy Provider Agreement, has agreed to look
solely to such amounts to the extent available for distribution to it as
provided in this Agreement and to the relevant Deposits and that none of the
Trustees, Owner Trustees, Loan Trustees, Owner Participants nor the
Subordination Agent or WTC is personally liable to any of them for any amounts
payable or any liability under this Agreement, any Trust Agreement, any
Liquidity Facility, the Policy Provider Agreement or such Certificate, except
(in the case of the Subordination Agent) as expressly provided herein or (in the
case of the Trustees) as expressly provided in each Trust Agreement or (in the
case of the Owner Trustees and the Loan Trustees) as expressly provided in any
Operative Agreement.

                  SECTION 2.2. Trust Accounts. (a) Upon the execution of this
Agreement, the Subordination Agent shall establish and maintain in its name (i)
the Collection Account as an Eligible Deposit Account, bearing a designation
clearly indicating that the funds deposited therein are held in trust for the
benefit of the Trustees, the Certificateholders, the Liquidity Providers and the
Policy Provider, (ii) as a sub-account in the Collection Account, the Special
Payments Account as an Eligible Deposit Account, bearing a designation clearly
indicating that the funds deposited therein are held in trust for the benefit of
the Trustees, the Certificateholders, the Liquidity Providers and the Policy
Provider, and (iii) the Policy Account as an Eligible Deposit Account bearing a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Class G Trustee and the Class G Certificateholders.
The Subordination Agent shall establish and maintain the Cash Collateral
Accounts pursuant to and under the circumstances set forth in Section 3.6(f)
hereof. Upon such establishment and


                                       24
   28
maintenance under Section 3.6(f) hereof, the Cash Collateral Accounts shall,
together with the Collection Account, constitute the "Trust Accounts" hereunder.

                  (b) Funds on deposit in the Trust Accounts shall be invested
and reinvested by the Subordination Agent in Eligible Investments selected by
the Subordination Agent if such investments are reasonably available and have
maturities no later than the earlier of (i) 90 days following the date of such
investment and (ii) the Business Day immediately preceding the Regular
Distribution Date or the date of the related distribution pursuant to Section
2.4 hereof, as the case may be, next following the date of such investment;
provided, however, that following the making of a Downgrade Drawing or a
Non-Extension Drawing under any Liquidity Facility, the Subordination Agent
shall invest and reinvest such amounts in Eligible Investments at the direction
of America West (or, if and to the extent so specified to the Subordination
Agent by America West with respect to any Liquidity Facility, the Liquidity
Provider with respect to such Liquidity Facility); provided further, however,
that upon the occurrence and during the continuation of a Triggering Event, the
Subordination Agent shall invest and reinvest such amounts in accordance with
the written instructions of the Controlling Party. Unless otherwise expressly
provided in this Agreement (including, without limitation, with respect to
Investment Earnings on amounts on deposit in the Cash Collateral Accounts,
Section 3.6(f) hereof), any Investment Earnings shall be deposited in the
Collection Account when received by the Subordination Agent and shall be applied
by the Subordination Agent in the same manner as the other amounts on deposit in
the Collection Account are to be applied and any losses shall be charged against
the principal amount invested, in each case net of the Subordination Agent's
reasonable fees and expenses in making such investments. The Subordination Agent
shall not be liable for any loss resulting from any investment, reinvestment or
liquidation required to be made under this Agreement other than by reason of its
willful misconduct or gross negligence. Eligible Investments and any other
investment required to be made hereunder shall be held to their maturities
except that any such investment may be sold (without regard to its maturity) by
the Subordination Agent without instructions whenever such sale is necessary to
make a distribution required under this Agreement. Uninvested funds held
hereunder shall not earn or accrue interest.

                  (c) The Subordination Agent shall possess all right, title and
interest in all funds on deposit from time to time in the Trust Accounts and in
all proceeds thereof (including all income thereon, except as otherwise
expressly provided herein with respect to Investment Earnings). The Trust
Accounts shall be held in trust by the Subordination Agent under the sole
dominion and control of the Subordination Agent for the benefit of the Trustees,
the Certificateholders, the Liquidity Providers and the Policy Provider, as the
case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible
Deposit Account, the Subordination Agent shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, to which the Policy Provider and
each Rating Agency may consent) establish a new Collection Account, Special
Payments Account, Policy Account or Cash Collateral Account, as the case may be,
as an Eligible Deposit Account and shall transfer any cash and/or any
investments to such new Collection Account, Special Payments Account, Policy
Account or Cash Collateral Account, as the case may be. So long as WTC is an
Eligible Institution, the Trust Accounts shall be maintained with it as Eligible
Deposit Accounts.


                                       25
   29
                  SECTION 2.3. Deposits to the Collection Account and Special
Payments Account. (a) The Subordination Agent shall, upon receipt thereof,
deposit in the Collection Account all Scheduled Payments received by it (other
than any Scheduled Payment which by the express terms hereof is to be deposited
to the Policy Account or a Cash Collateral Account).

                  (b) The Subordination Agent shall, on each date when one or
more Special Payments are made to the Subordination Agent as holder of the
Equipment Notes, deposit in the Special Payments Account the aggregate amount of
such Special Payments.

                  SECTION 2.4. Distributions of Special Payments. (a) Notice of
Special Payment. Except as provided in Section 2.4(e) below, upon receipt by the
Subordination Agent, as registered holder of the Equipment Notes, of any notice
of a Special Payment (or, in the absence of any such notice, upon receipt by the
Subordination Agent of a Special Payment), the Subordination Agent shall
promptly give notice thereof to each Trustee, the Liquidity Providers and the
Policy Provider. The Subordination Agent shall promptly calculate the amount of
the redemption or purchase of Equipment Notes, the amount of any Overdue
Scheduled Payment or the proceeds of Equipment Notes, the Trust Indenture Estate
or Collateral, as the case may be, comprising such Special Payment under the
applicable Indenture or Indentures and shall promptly send to each Trustee a
Written Notice of such amount and the amount allocable to each Trust. Such
Written Notice shall also set the distribution date for such Special Payment (a
"Special Distribution Date"), which shall be the Business Day which immediately
follows the later to occur of (x) the 15th day after the date of such Written
Notice or (y) the date the Subordination Agent has received or expects to
receive such Special Payment. Amounts on deposit in the Special Payments Account
shall be distributed in accordance with Sections 2.4(b) and 2.4(c) hereof, as
applicable.

                  (b) Redemptions and Purchases of Equipment Notes. (i) So long
as no Triggering Event shall have occurred (whether or not continuing), the
Subordination Agent shall make distributions pursuant to this Section 2.4(b) of
amounts on deposit in the Special Payments Account on account of the redemption,
purchase (including, without limitation, a purchase resulting from a sale of the
Equipment Notes permitted by Article IV hereof) or prepayment of all (or any
series) of the Equipment Notes issued pursuant to an Indenture on the Special
Distribution Date for such Special Payment in the following order of priority:

                  first, such amount as shall be required to pay (A) the
         aggregate amount of all past due Liquidity Expenses and Policy Expenses
         ("past due amounts") plus (B) the product of (x) the aggregate amount
         of all accrued and unpaid (but not past due) Liquidity Expenses and
         Policy Expenses to such Special Distribution Date multiplied by (y) a
         fraction, the numerator of which is the aggregate outstanding principal
         amount of Equipment Notes being redeemed, purchased or prepaid on such
         Special Distribution Date and the denominator of which is the aggregate
         outstanding principal amount of all Equipment Notes (the "Section
         2.4(b) Fraction")("accrued amounts"), shall be distributed to the
         relevant Liquidity Providers and the Policy Provider first in
         satisfaction of any past due amounts and then in satisfaction of the
         accrued amounts, in each case, pro rata on the basis of the amount of
         Liquidity Expenses and Policy Expenses, owed to each Liquidity Provider
         and the Policy Provider;


                                       26
   30
                  second, such amount as shall be required to pay (i) (A) all
         accrued and unpaid interest (including interest accrued and unpaid on
         any Interest Drawing or any Applied Provider Advance (as defined in any
         Liquidity Facility)) then in arrears on all Liquidity Obligations plus
         (B) the product of (x) the aggregate amount of all accrued and unpaid
         interest on all Liquidity Obligations not in arrears to such Special
         Distribution Date (at the rate provided in the applicable Liquidity
         Facility) multiplied by (y) the Section 2.4(b) Fraction (in each case
         determined after application of the proceeds of any Excess Interest
         Policy Drawing or other payment by the Policy Provider to the
         applicable Liquidity Provider in respect of any interest on Interest
         Drawings in accordance with the provisions of Section 2.6(c)), (ii)(A)
         all accrued and unpaid interest then in arrears on any Policy Drawings
         made in respect of any shortfall attributable to a failure by the Class
         G Liquidity Provider to honor an Interest Drawing in respect of the
         Class G Certificates (as more fully provided in the definition of
         "Policy Provider Obligations") plus (B) the product of (x) the
         aggregate amount of all accrued and unpaid interest on such Policy
         Drawings not in arrears to such Special Distribution Date multiplied by
         (y) the Section 2.4(b) Fraction, and (iii) if the Policy Provider has
         elected pursuant to the proviso to Section 2.6(c) to pay to each
         Liquidity Provider all outstanding Drawings and interest thereon owing
         to such Liquidity Provider under the applicable Liquidity Facility, the
         product of (x) the amount of such payment made to such Liquidity
         Provider attributable to interest accrued on such Drawings multiplied
         by (y) the Section 2.4(b) Fraction, shall be distributed to the
         Liquidity Providers and the Policy Provider pro rata on the basis of
         the amount of such Liquidity Obligations owed to each Liquidity
         Provider and the amount of such unreimbursed Policy Provider
         Obligations payable under this clause "second" to the Policy Provider;

                  third, such amount as shall be required (i)(A) if any Cash
         Collateral Account had been previously funded as provided in Section
         3.6(f), to fund such Cash Collateral Account up to its Required Amount
         shall be deposited in such Cash Collateral Account, (B) if any
         Liquidity Facility shall become a Downgraded Facility or a Non-Extended
         Facility at a time when unreimbursed Interest Drawings under such
         Liquidity Facility have reduced the Available Amount thereunder to
         zero, to deposit into the related Cash Collateral Account an amount
         equal to such Cash Collateral Account's Required Amount shall be
         deposited in such Cash Collateral Account, and (C) if, with respect to
         any particular Liquidity Facility, neither subclause (i)(A) nor
         subclause (i)(B) of this clause "third" are applicable, to pay or
         reimburse the Liquidity Provider in respect of such Liquidity Facility
         in an amount equal to the product of (x) the amount of any unreimbursed
         Interest Drawings (net of any and all payments made by the Policy
         Provider to the Liquidity Provider with respect to the principal of any
         Interest Drawing under such Liquidity Facility) under such Liquidity
         Facility multiplied by (y) the Section 2.4(b) Fraction and (ii) if the
         Policy Provider has elected pursuant to the proviso to Section 2.6(c)
         to pay to each Liquidity Provider all outstanding Drawings and interest
         thereon owing to such Liquidity Provider under the applicable Liquidity
         Facility, the product of (x) the amount of such payment made to such
         Liquidity Provider in respect of principal of Drawings under such
         Liquidity Facility multiplied by (y) the Section 2.4(b) Fraction, shall
         be distributed to such Liquidity Provider, pro rata on the basis of the
         amounts of all such deficiencies and/or unreimbursed Interest Drawings
         in respect of


                                       27
   31
         each Liquidity Provider and the amount of such unreimbursed Policy
         Provider Obligations payable under this clause "third" to the Policy
         Provider;

                  fourth, if, with respect to any particular Liquidity Facility,
         any amounts are to be distributed pursuant to either subclause (i)(A)
         or (i)(B) of clause "third" above, then the Liquidity Provider with
         respect to such Liquidity Facility shall be paid the excess of (x) the
         aggregate outstanding amount of unreimbursed Advances (whether or not
         then due) under such Liquidity Facility over (y) the Required Amount
         for the relevant Class, pro rata on the basis of such amounts in
         respect of each Liquidity Provider;

                  fifth, if, and only if, Series G Equipment Notes are being
         redeemed, purchased or prepaid on such Special Distribution Date, such
         amount as shall be required to pay in full Expected Distributions to
         the holders of Class G Certificates on such Special Distribution Date
         shall be distributed to the Class G Trustee;

                  sixth, such amount as shall be required to pay the Policy
         Provider all Policy Provider Obligations then due to the Policy
         Provider under the Policy Provider Agreement (other than amounts
         payable pursuant to clauses "first", "second" and "third" of this
         Section 2.4 and any Excess Reimbursement Obligations) shall be paid to
         the Policy Provider;

                  seventh, if, and only if, Series C Equipment Notes are being
         redeemed, purchased or prepaid on such Special Distribution Date, such
         amount as shall be required to pay in full Expected Distributions to
         the holders of Class C Certificates on such Special Distribution Date
         shall be distributed to the Class C Trustee;

                  eighth, such amounts as shall be required to pay any Excess
         Reimbursement Obligations to the Policy Provider;

                  ninth, if, and only if, Series D Equipment Notes are being
         redeemed, purchased or prepaid on such Special Distribution Date, such
         amounts as shall be required to pay in full Expected Distributions to
         the holders of the Class D Certificates on such Special Distribution
         Date shall be distributed to the Class D Trustee; and

                  tenth, the balance, if any, of such Special Payment shall be
         transferred to the Collection Account for distribution in accordance
         with Section 3.2 hereof.

For the purposes of this Section 2.4(b)(i), clause (x) of the definition of
"Expected Distributions" shall be deemed to read as follows: "(x) accrued, due
and unpaid interest on such Certificates together with (without duplication)
accrued and unpaid interest on a portion of such Certificates equal to the
outstanding principal amount of the Equipment Notes held in such Trust and being
redeemed, purchased or prepaid (immediately prior to such redemption, purchase
or prepayment), in each case excluding interest, if any, payable with respect to
the Deposits related to such Trust".

                  (ii) Upon and after the occurrence of a Triggering Event
(whether or not continuing), the Subordination Agent shall make distributions
pursuant to this Section 2.4(b) of


                                       28
   32
amounts on deposit in the Special Payments Account on account of the redemption
or purchase of all of the Equipment Notes issued pursuant to an Indenture on the
Special Distribution Date for such Special Payment in accordance with Section
3.3 hereof.

                  (c) Other Special Payments. Except as provided in clause (e)
below, any amounts on deposit in the Special Payments Account other than in
respect of amounts to be distributed pursuant to Section 2.4(b) shall be
distributed on the Special Distribution Date therefor in accordance with Article
III hereof.

                  (d) Investment of Amounts in Special Payments Account. Any
amounts on deposit in the Special Payments Account prior to the distribution
thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with
Section 2.2(b). Investment Earnings on such investments shall be distributed in
accordance with Section 2.4(b) or (c), as the case may be.

                  (e) Certain Payments. Except as otherwise provided in Section
2.4(b), 3.2 or 3.3 (as the case may be), the Subordination Agent will distribute
promptly upon receipt thereof (i) any indemnity payment or expense reimbursement
received by it from the Owner Participant, the Owner Trustee or America West in
respect of any Trustee, any Liquidity Provider, any Policy Provider, any Paying
Agent, any Depositary or any Escrow Agent (collectively, the "Payees") and (ii)
any compensation received by it from the Owner Participant, the Owner Trustee or
America West under any Operative Agreement in respect of any Payee, directly to
the Payee entitled thereto.

                  SECTION 2.5. Designated Representatives. (a) With the delivery
of this Agreement, the Subordination Agent shall furnish to each Liquidity
Provider, the Policy Provider and each Trustee, and from time to time thereafter
may furnish to each Liquidity Provider, the Policy Provider and each Trustee, at
the Subordination Agent's discretion, or upon any Liquidity Provider's, the
Policy Provider's or Trustee's request (which request shall not be made more
than one time in any 12-month period), a certificate (a "Subordination Agent
Incumbency Certificate") of a Responsible Officer of the Subordination Agent
certifying as to the incumbency and specimen signatures of the officers of the
Subordination Agent and the attorney-in-fact and agents of the Subordination
Agent (the "Subordination Agent Representatives") authorized to give Written
Notices on behalf of the Subordination Agent hereunder. Until each Liquidity
Provider, the Policy Provider and Trustee receives a subsequent Subordination
Agent Incumbency Certificate, it shall be entitled to rely on the last
Subordination Agent Incumbency Certificate delivered to it hereunder.

                  (b) With the delivery of this Agreement, each Trustee shall
furnish to the Subordination Agent, and from time to time thereafter may furnish
to the Subordination Agent, at such Trustee's discretion, or upon the
Subordination Agent's request (which request shall not be made more than one
time in any 12-month period), a certificate (a "Trustee Incumbency Certificate")
of a Responsible Officer of such Trustee certifying as to the incumbency and
specimen signatures of the officers of such Trustee and the attorney-in-fact and
agents of such Trustee (the "Trustee Representatives") authorized to give
Written Notices on behalf of such Trustee hereunder. Until the Subordination
Agent receives a subsequent Trustee Incumbency Certificate, it shall be entitled
to rely on the last Trustee Incumbency Certificate delivered to it hereunder.


                                       29
   33
                  (c) With the delivery of this Agreement, each Liquidity
Provider and the Policy Provider shall furnish to the Subordination Agent, and
from time to time thereafter may furnish to the Subordination Agent, at such
Liquidity Provider's or Policy Provider's discretion, or upon the Subordination
Agent's request (which request shall not be made more than one time in any
12-month period), a certificate (each a "Provider Incumbency Certificate") of
any Responsible Officer of such Liquidity Provider or Policy Provider certifying
as to the incumbency and specimen signatures of any officer, attorney-in-fact,
agent or other designated representative of such Liquidity Provider or Policy
Provider (in each case the "Provider Representatives" and, together with the
Subordination Agent Representatives and the Trustee Representatives, the
"Designated Representatives") authorized to give Written Notices on behalf of
such Liquidity Provider or Policy Provider hereunder. Until the Subordination
Agent receives a subsequent Provider Incumbency Certificate, it shall be
entitled to rely on the last Provider Incumbency Certificate delivered to it
hereunder by the relevant Liquidity Provider or the Policy Provider.

                  SECTION 2.6. Controlling Party. (a) Except as provided in
Section 2.6(c) and 9.1(b) hereof, the Trustees, the Liquidity Providers and the
Policy Provider hereby agree that, with respect to any Indenture at any given
time, the Loan Trustee thereunder will be directed by the Controlling Party.

                  (b) The Person who shall be the "Controlling Party" with
respect to any Indenture shall be: (x) the Policy Provider until the Final
Distribution on the Class G Certificates has been made and no Policy Provider
Obligations remain outstanding, or, if any Policy Provider Default shall have
occurred and be continuing, the Class G Trustee until the payment of the Final
Distribution to the holders of the Class G Certificates, and thereafter, (y) the
Class C Trustee, until the Final Distribution on the Class C Certificates has
been made, and thereafter, (z) the Class D Trustee; provided, that if the Policy
Provider makes a payment in full on a Policy Drawing in respect of a Preference
Amount after the payment of the Final Distributions to the Class G
Certificateholders, so long as no Policy Provider Default has occurred and is
continuing, the Policy Provider will be the Controlling Party until no Policy
Provider Obligations remain outstanding, and thereafter, the Class C Trustee
until the Final Distribution on the Class C Certificates has been made, and
thereafter, the Class D Trustee. For purposes of giving effect to the foregoing
provisions of Section 2.6(a) above and this Section 2.6(b), the Trustees (other
than the Controlling Party) irrevocably agree (and the Certificateholders (other
than the Certificateholders represented by the Controlling Party) shall be
deemed to agree by virtue of their purchase of Certificates) that the
Subordination Agent, as record holder of the Equipment Notes, shall exercise its
voting rights in respect of the Equipment Notes as directed by the Controlling
Party and any vote so exercised shall be binding upon the Trustees and all
Certificateholders.

                  The Subordination Agent shall give written notice to all of
the other parties to this Agreement promptly upon a change in the identity of
the Controlling Party. Each of the parties hereto agrees that it shall not
exercise any of the rights of the Controlling Party at such time as it is not
the Controlling Party hereunder; provided, however, that nothing herein
contained shall prevent or prohibit any Non-Controlling Party from exercising
such rights as shall be specifically granted to such Non-Controlling Party
hereunder and under the other Operative Agreements.


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                  (c) Notwithstanding the foregoing, at any time after 18 months
from the earliest to occur of (i) the date on which the entire Available Amount
under any Liquidity Facility shall have been drawn (for any reason other than a
Downgrade Drawing or a Non-Extension Drawing) and remain unreimbursed, (ii) the
date on which the entire amount of any Downgrade Drawing or Non-Extension
Drawing under any Liquidity Facility shall have become and remain "Applied
Downgrade Advances" or "Applied Non-Extension Advances", as the case may be,
under and as defined in such Liquidity Facility and (iii) the date on which all
Equipment Notes shall have been Accelerated (provided that, with respect to the
period prior to the Delivery Period Expiry Date, such Equipment Notes have an
aggregate outstanding principal balance of in excess of $100 million), the
Liquidity Provider with the highest outstanding amount of Liquidity Obligations
owed to it (so long as such Liquidity Provider has not defaulted in its
obligation to make any Drawing under any Liquidity Facility) shall have the
right to elect, by Written Notice to the Subordination Agent, the Policy
Provider and each of the Trustees, to become the Controlling Party hereunder
with respect to any Indenture at any time from and including the last day of
such 18-month period; provided, however, that if within 15 Business Days after
its receipt of any such written notice from such Liquidity Provider the Policy
Provider pays to the Class G Liquidity Provider and the Class C Liquidity
Provider all outstanding Drawings under each Liquidity Facility together with
accrued interest thereof (as so determined) in respect of the Class G Liquidity
Facility and the Class C Liquidity Facility, respectively, then, the Policy
Provider rather than such Liquidity Provider shall be the Controlling Party so
long as no Policy Provider Default has occurred and is continuing (otherwise
such Liquidity Provider, if it so elects and if Liquidity Obligations owing to
it remain outstanding, or, if it does not so elect or if no such Liquidity
Obligations remain outstanding, the Class G Trustee, shall become the
Controlling Party).

                  (d) The exercise of remedies by the Controlling Party under
this Agreement shall be expressly limited by Section 4.1(a)(ii) hereof.

                  (e) The Controlling Party shall not be entitled to require or
obligate any Non-Controlling Party to provide funds necessary to exercise any
right or remedy hereunder.

                                   ARTICLE III

                      RECEIPT, DISTRIBUTION AND APPLICATION
                               OF AMOUNTS RECEIVED

                  SECTION 3.1. Written Notice of Distribution. (a) No later than
3:00 P.M. (New York City time) on the Business Day immediately preceding each
Regular Distribution Date (or Special Distribution Date for purposes of Section
2.4(b) hereof, as the case may be), each of the following Persons shall deliver
to the Subordination Agent a Written Notice setting forth the following
information as at the close of business on such Business Day:

                        (i) With respect to the Class G Certificates, the Class
         G Trustee shall separately set forth the amounts to be paid in
         accordance with clause "fifth" of Section 3.2 or 2.4(b), as the case
         may be, hereof;


                                       31
   35
                        (ii) With respect to the Class C Certificates, the Class
         C Trustee shall separately set forth the amounts to be paid in
         accordance with clause "seventh" of Section 2.4(b) or 3.2, as the case
         may be, hereof;

                        (iii) With respect to the Class D Certificates, the
         Class D Trustee shall separately set forth the amounts to be paid in
         accordance with clause "ninth" of Section 2.4(b) or 3.2, as the case
         may be, hereof;

                        (iv) With respect to each Liquidity Facility, the
         Liquidity Provider thereunder shall separately set forth the amounts to
         be paid to it in accordance with clauses "first", "second", "third" and
         "fourth" of Section 3.2 or 2.4(b), as the case may be, hereof;

                        (v) The Policy Provider shall set forth the amounts to
         be paid to it in accordance with clauses "first", "second", "third",
         "sixth" and "eighth" of Section 3.2 or 2.4(b), as the case may be,
         hereof; and

                        (vi) Each Trustee shall set forth the amounts to be paid
         in accordance with clause "ninth" of Section 3.2 hereof.

The notices required under this Section 3.1(a) may be in the form of a schedule
or similar document provided to the Subordination Agent by the parties
referenced therein or by any one of them, which schedule or similar document may
state that, unless there has been a prepayment of the Certificates, such
schedule or similar document is to remain in effect until any substitute notice
or amendment shall be given to the Subordination Agent by the party providing
such notice.

                  (b) Following the occurrence of a Triggering Event, the
Subordination Agent shall request the following information from the following
Persons, and each of the following Persons shall, upon the request of the
Subordination Agent, deliver a Written Notice to the Subordination Agent setting
forth for such Person the following information:

                     (i) With respect to the Class G Certificates, the Class G
         Trustee shall separately set forth the amounts to be paid in accordance
         with clauses "first" (to reimburse payments made by the Class G
         Certificateholders pursuant to subclause (iv) of clause "first" and
         subclauses (ii) and (iii) of clause "sixth" of Section 3.3 hereof) and
         "seventh" of Section 3.3 hereof;

                     (ii) With respect to the Class C Certificates, the Class C
         Trustee shall separately set forth the amounts to be paid in accordance
         with clauses "first" and "sixth" (to reimburse payments made by the
         Class C Certificateholders pursuant to subclause (iv) of clause "first"
         and subclauses (ii) and (iii) of clause "sixth" of Section 3.3 hereof)
         and "ninth" of Section 3.3 hereof;

                     (iii) With respect to the Class D Certificates, the Class D
         Trustee shall separately set forth the amounts to be paid in accordance
         with clauses "first" and "sixth" (to reimburse payments made by the
         Class D Certificateholders pursuant to subclause (iv)


                                       32
   36
         of clause "first" and subclauses (ii) and (iii) of clause "sixth" of
         Section 3.2 hereof) and clause "eleventh" of Section 3.3 hereof;

                     (iv) With respect to each Liquidity Facility, the Liquidity
         Provider thereunder shall separately set forth the amounts to be paid
         to it in accordance with subclause (iv) of clause "first" of Section
         3.3 hereof, subclause (i) of clause "second" and clauses "third",
         "fourth" and "fifth" of Section 3.3 hereof;

                     (v) The Policy Provider shall separately set forth amounts
         to be paid to it in accordance with subclauses (iii) and (iv) of clause
         "first" of Section 3.3 hereof, subclause (ii) of clause "second",
         subclauses (ii) and (iii) of clause "third", subclause (ii) of clause
         "fourth", clause "eighth" and clause "tenth" of Section 3.3 hereof; and

                     (vi) Each Trustee shall set forth the amounts to be paid in
         accordance with clause "sixth" of Section 3.3 hereof.

                  (c) At such time as a Trustee, a Liquidity Provider or the
Policy Provider shall have received all amounts owing to it (and, in the case of
a Trustee, the Certificateholders for which it is acting) pursuant to Section
2.4, 3.2, 3.3 or 3.7 hereof, as applicable, and, in the case of a Liquidity
Provider or the Policy Provider, its commitment or obligations under the related
Liquidity Facility or the Policy, as the case may be, shall have terminated or
expired, such Person shall, by a Written Notice, so inform the Subordination
Agent and each other party to this Agreement.

                  (d) As provided in Section 6.5 hereof, the Subordination Agent
shall be fully protected in relying on any of the information set forth in a
Written Notice provided by any Trustee, any Liquidity Provider or the Policy
Provider pursuant to paragraphs (a) through (c) above and shall have no
independent obligation to verify, calculate or recalculate any amount set forth
in any Written Notice delivered in accordance with such paragraphs.

                  (e) Any Written Notice delivered by a Trustee, a Liquidity
Provider, the Policy Provider or the Subordination Agent, as applicable,
pursuant to Section 3.1(a), 3.1(b), 3.1(c) or 3.7 hereof, if made prior to 10:00
A.M. (New York City time) on any Business Day shall be effective on the date
delivered (or if delivered later on a Business Day or if delivered on a day
which is not a Business Day shall be effective as of the next Business Day).
Subject to the terms of this Agreement, the Subordination Agent shall as
promptly as practicable comply with any such instructions; provided, however,
that any transfer of funds pursuant to any instruction received after 10:00 A.M.
(New York City time) on any Business Day may be made on the next succeeding
Business Day.

                  (f) In the event the Subordination Agent shall not receive
from any Person any information set forth in paragraph (a) or (b) above which is
required to enable the Subordination Agent to make a distribution to such Person
pursuant to Section 2.4(b), 3.2 or 3.3 hereof, the Subordination Agent shall
request such information and, failing to receive any such information, the
Subordination Agent shall not make such distribution(s) to such Person. In such
event, the Subordination Agent shall make distributions pursuant to clauses
"first" through "ninth" of Section 2.4(b), clauses "first" through "tenth" of
Section 3.2 and clauses "first"


                                       33
   37
through "eleventh" of Section 3.3 to the extent it shall have sufficient
information to enable it to make such distributions, and shall continue to hold
any funds remaining, after making such distributions, until the Subordination
Agent shall receive all necessary information to enable it to distribute any
funds so withheld.

                  (g) On such dates (but not more frequently than monthly) as
any Liquidity Provider, the Policy Provider or any Trustee shall request, but in
any event automatically at the end of each calendar quarter, the Subordination
Agent shall send to such party a written statement reflecting all amounts on
deposit with the Subordination Agent pursuant to Section 3.1(f) hereof.

                  SECTION 3.2. Distribution of Amounts on Deposit in the
Collection Account. Except as otherwise provided in Sections 2.4, 3.1(f), 3.3,
3.4 and 3.6(b), amounts on deposit in the Collection Account (or, in the case of
any amount described in Section 2.4(c), on deposit in the Special Payments
Account) shall be promptly distributed on each Regular Distribution Date (or, in
the case of any amount described in Section 2.4(c), on the Special Distribution
Date thereof) in the following order of priority and in accordance with the
information provided to the Subordination Agent pursuant to Section 3.1(a)
hereof:

                  first, such amount as shall be required to pay (i) all accrued
         and unpaid Liquidity Expenses owed to each Liquidity Provider and (ii)
         all accrued and unpaid Policy Expenses owed to the Policy Provider,
         shall be distributed to each Liquidity Provider and the Policy Provider
         pro rata on the basis of the amount of Liquidity Expenses and Policy
         Expenses owed to each Liquidity Provider and the Policy Provider;

                  second, such amount as shall be required to pay (i) the
         aggregate amount of interest accrued and unpaid on all Liquidity
         Obligations (at the rate, or in the amount, provided in the applicable
         Liquidity Facility) (determined after the application of the proceeds
         of any Excess Interest Policy Drawing or other payment by the Policy
         Provider to the Liquidity Provider in respect of any interest on
         Interest Drawings in accordance with the provisions of Section 2.6(c)),
         (ii) the aggregate amount of interest accrued and unpaid on any Policy
         Drawings made in respect of any shortfall attributable to a failure by
         the Liquidity Provider to honor any Interest Drawing in respect of the
         Class G Certificates (as more fully provided in the definition of
         "Policy Provider Obligations") and (iii) if the Policy Provider has
         elected pursuant to the proviso to Section 2.6(c) to pay to each
         Liquidity Provider all outstanding Drawings and interest thereon owing
         to such Liquidity Provider under the applicable Liquidity Facility, the
         amount of such payment made to such Liquidity Provider attributable to
         interest accrued on such Drawings, shall be distributed to the
         Liquidity Providers and the Policy Provider, pro rata on the basis of
         the amount of such Liquidity Obligations owed to each Liquidity
         Provider and the amount of such Policy Provider Obligations payable
         under this clause "second" to the Policy Provider;

                  third, such amount as shall be required (i)(A) if any Cash
         Collateral Account had been previously funded as provided in Section
         3.6(f), to fund such Cash Collateral Account up to its Required Amount
         shall be deposited in such Cash Collateral Account, (B) if any
         Liquidity Facility shall become a Downgraded Facility or a Non-Extended


                                       34
   38
         Facility at a time when unreimbursed Interest Drawings under such
         Liquidity Facility have reduced the Available Amount thereunder to
         zero, to deposit into the related Cash Collateral Account an amount
         equal to such Cash Collateral Account's Required Amount shall be
         deposited in such Cash Collateral Account, and (C) if, with respect to
         any particular Liquidity Facility, neither subclause (i)(A) nor
         subclause (i)(B) of this clause "third" is applicable, to pay or
         reimburse the Liquidity Provider in respect of such Liquidity Facility
         in an amount equal to the amount of all Liquidity Obligations (net of
         any and all payments made by the Policy Provider to the Liquidity
         Provider with respect to the principal of any Interest Drawing under
         such Liquidity Facility) then due under such Liquidity Facility (other
         than amounts payable pursuant to clause "first" or "second" of this
         Section 3.2), and (ii) if the Policy Provider has elected pursuant to
         the proviso to Section 2.6(c) to pay to each Liquidity Provider all
         outstanding Drawings and interest thereon owing to such Liquidity
         Provider under the applicable Liquidity Facility, the amount of such
         payment made to such Liquidity Provider in respect of principal of
         Drawings under such Liquidity Facility, shall be distributed to such
         Liquidity Provider and the Policy Provider, pro rata on the basis of
         the amounts of all such deficiencies and/or unreimbursed Liquidity
         Obligations in respect of each Liquidity Provider and the amount of
         such unreimbursed Policy Provider Obligations payable under this clause
         "third" to the Policy Provider;

                  fourth, if, with respect to any particular Liquidity Facility,
         any amounts are to be distributed pursuant to either subclause (i)(A)
         or (i)(B) of clause "third" above, then the Liquidity Provider with
         respect to such Liquidity Facility shall be paid the excess of (x) the
         aggregate outstanding amount of unreimbursed Advances (whether or not
         then due) under such Liquidity Facility over (y) the Required Amount
         for the relevant Class, pro rata on the basis of such amounts in
         respect of each Liquidity Provider;

                  fifth, such amount as shall be required to pay in full
         Expected Distributions to the holders of the Class G Certificates on
         such Distribution Date shall be distributed to the Class G Trustee;

                  sixth, such amount as shall be required to pay the Policy
         Provider all Policy Provider Obligations then due to the Policy
         Provider under the Policy Provider Agreement (other than amounts
         payable pursuant to clauses "first", "second" and "third" of this
         Section 3.2 and Excess Reimbursement Obligations) shall be paid to the
         Policy Provider;

                  seventh, such amount as shall be required to pay in full
         Expected Distributions to the holders of the Class C Certificates on
         such Distribution Date shall be distributed to the Class C Trustee;

                  eighth, such amount as shall be required to pay in full any
         Excess Reimbursement Obligations shall be distributed to the Policy
         Provider;

                  ninth, such amount as shall be required to pay in full
         Expected Distributions to the holders of the Class D Certificates on
         such Distribution Date shall be distributed to the Class D Trustee;


                                       35
   39
                  tenth, such amount as shall be required to pay in full the
         aggregate unpaid amount of fees and expenses payable as of such
         Distribution Date to the Subordination Agent and each Trustee pursuant
         to the terms of this Agreement and the Trust Agreements, as the case
         may be, shall be distributed to the Subordination Agent and such
         Trustee; and

                  eleventh, the balance, if any, of any such amount remaining
         thereafter shall be held in the Collection Account for later
         distribution in accordance with this Article III.

                  SECTION 3.3. Distribution of Amounts on Deposit Following a
Triggering Event. Except as otherwise provided in Sections 3.1(f), 3.6(b) and
3.6(k) hereof, upon the occurrence of a Triggering Event and at all times
thereafter, all funds in the Collection Account or the Special Payments Account
shall be promptly distributed (and, in any event, on each Interest Payment Date)
by the Subordination Agent in the following order of priority:

                  first, such amount as shall be required to reimburse (i) the
         Subordination Agent for any reasonable out-of-pocket costs and expenses
         actually incurred by it (to the extent not previously reimbursed) in
         the protection of, or the realization of the value of, the Equipment
         Notes or any Collateral or Trust Indenture Estate, shall be applied by
         the Subordination Agent in reimbursement of such costs and expenses,
         (ii) each Trustee for any amounts of the nature described in clause (i)
         above actually incurred by it under the applicable Trust Agreement (to
         the extent not previously reimbursed), shall be distributed to such
         Trustee, (iii) the Policy Provider for any amounts of the nature
         described in clause (i) above actually incurred by it (to the extent
         not previously reimbursed), shall be distributed to the Policy
         Provider, and (iv) any Liquidity Provider, the Policy Provider or any
         Certificateholder for payments, if any, made by it to the Subordination
         Agent or any Trustee in respect of amounts described in clause (i)
         above, shall be distributed to such Liquidity Provider, the Policy
         Provider or to the applicable Trustee for the account of such
         Certificateholder, in each such case, pro rata on the basis of all
         amounts described in clauses (i) through (iv) above;

                  second, such amount remaining as shall be required to pay (i)
         all accrued and unpaid Liquidity Expenses owed to each Liquidity
         Provider and (ii) all accrued and unpaid Policy Expenses owed to the
         Policy Provider, shall be distributed to each Liquidity Provider and
         the Policy Provider pro rata on the basis of the amount of Liquidity
         Expenses and Policy Expenses owed to each Liquidity Provider and the
         Policy Provider;

                  third, such amount remaining as shall be required to pay (i)
         the aggregate amount of interest accrued and unpaid on all Liquidity
         Obligations (at the rate, or in the amount, provided in the applicable
         Liquidity Facility) (determined after the application of the proceeds
         of any Excess Interest Policy Drawing or other payment by the Policy
         Provider to the Liquidity Provider in accordance with the provisions of
         Section 2.6(c)), (ii) the aggregate amount of interest accrued and
         unpaid on any Policy Drawings made in respect of any shortfall
         attributable to a failure by the Liquidity Provider to honor any
         Interest Drawing in respect of the Class G Certificates (as more fully
         provided in the definition of "Policy Provider Obligations") and (iii)
         if the Policy Provider has elected pursuant to the


                                       36
   40
         proviso to Section 2.6(c) to pay to each Liquidity Provider all
         outstanding Drawings and interest thereon owing to such Liquidity
         Provider under the applicable Liquidity Facility, the amount of such
         payment made to such Liquidity Provider attributable to interest
         accrued on such Drawings, shall be distributed to the Liquidity
         Provider and the Policy Provider pro rata on the basis of the amount of
         such Liquidity Obligations owed to Liquidity Provider and the amount of
         such Policy Provider Obligations payable under this clause "third" to
         the Policy Provider;

                  fourth, such amount remaining as shall be required (I)(A) if
         any Cash Collateral Account had been previously funded as provided in
         Section 3.6(f), unless (i) a Performing Note Deficiency exists and a
         Liquidity Event of Default shall have occurred and be continuing with
         respect to the relevant Liquidity Facility or (ii) a Final Drawing
         shall have occurred with respect to such Liquidity Facility, to fund
         such Cash Collateral Account up to its Required Amount (less the amount
         of any repayments of Interest Drawings under such Liquidity Facility
         while subclause (A)(i) above is applicable) shall be deposited in such
         Cash Collateral Account, (B) if any Liquidity Facility shall become a
         Downgraded Facility or a Non-Extended Facility at a time when
         unreimbursed Interest Drawings under such Liquidity Facility have
         reduced the Available Amount thereunder to zero, unless (i) a
         Performing Note Deficiency exists and a Liquidity Event of Default
         shall have occurred and be continuing with respect to the relevant
         Liquidity Facility or (ii) a Final Drawing shall have occurred with
         respect to such Liquidity Facility, to deposit into the related Cash
         Collateral Account an amount equal to such Cash Collateral Account's
         Required Amount (less the amount of any repayments of Interest Drawings
         under such Liquidity Facility while subclause (B)(i) above is
         applicable) shall be deposited in such Cash Collateral Account, and (C)
         if, with respect to any particular Liquidity Facility, neither
         subclause (I)(A) nor subclause (I)(B) of this clause "fourth" are
         applicable, to pay in full the outstanding amount of all Liquidity
         Obligations (net of any and all payments made by the Policy Provider to
         the Liquidity Provider) then due under such Liquidity Facility (other
         than amounts payable pursuant to clause "second" or "third" of this
         Section 3.3) and (II) if the Policy Provider has elected pursuant to
         the proviso to Section 2.6(c) to pay to each Liquidity Provider all
         outstanding Drawings and interest thereon owing to such Liquidity
         Provider under the applicable Liquidity Facility, the amount of such
         payment made to such Liquidity Provider in respect of principal of
         Drawings under such Liquidity Facility, shall be distributed to such
         Liquidity Provider and the Policy Provider, pro rata on the basis of
         the amounts of all such deficiencies and/or unreimbursed Liquidity
         Obligations in respect of each Liquidity Provider and the amount of
         such unreimbursed Policy Provider Obligations payable under this clause
         "fourth" to the Policy Provider;

                  fifth, if, with respect to any particular Liquidity Facility,
         any amounts are to be distributed pursuant to either subclause (I)(A)
         or (I)(B) of clause "fourth" above, then the Liquidity Provider with
         respect to such Liquidity Facility shall be paid the excess of (x) the
         aggregate outstanding amount of unreimbursed Advances (whether or not
         then due) under such Liquidity Facility over (y) the Required Amount
         for the relevant Class (less the amount of any repayments of Interest
         Drawings under such Liquidity Facility while subclause (I)(A)(i) or
         (I)(B)(i), as the case may be, of clause "fourth" above is applicable),
         pro rata on the basis of such amounts in respect of each Liquidity
         Provider;


                                       37
   41
                  sixth, such amount as shall be required to reimburse or pay
         (i) the Subordination Agent for any Tax (other than Unindemnified
         Taxes), expense, fee, charge or other loss incurred by or any other
         amount payable to the Subordination Agent in connection with the
         transactions contemplated hereby (to the extent not previously
         reimbursed), shall be applied by the Subordination Agent in
         reimbursement of such amount, (ii) each Trustee for any Tax (other than
         Unindemnified Taxes), expense, fee, charge, loss or any other amount
         payable to such Trustee under the applicable Trust Agreements (to the
         extent not previously reimbursed), shall be distributed to such
         Trustee, and (iii) each Certificateholder for payments, if any, made by
         it pursuant to Section 5.2 hereof in respect of amounts described in
         clause (i) above, shall be distributed to the applicable Trustee for
         the account of such Certificateholder, in each such case, pro rata on
         the basis of all amounts described in clauses (i) through (iii) above;

                  seventh, such amount remaining as shall be required to pay in
         full Adjusted Expected Distributions on the Class G Certificates shall
         be distributed to the Class G Trustee;

                  eighth, such amount as shall be required to pay to the Policy
         Provider all Policy Provider Obligations then due to the Policy
         Provider under the Policy Provider Agreement (other than amounts
         payable pursuant to clauses "first", "second", "third" and "fourth" of
         this Section 3.3 and Excess Reimbursement Obligations) shall be paid to
         the Policy Provider;

                  ninth, such amount remaining as shall be required to pay in
         full Adjusted Expected Distributions on the Class C Certificates shall
         be distributed to the Class C Trustee;

                  tenth, such amount remaining as shall be required to pay in
full any Excess Reimbursement Obligations shall be distributed to the Policy
Provider; and

                  eleventh, such amount remaining as shall be required to pay in
full Adjusted Expected Distributions on the Class D Certificates shall be
distributed to the Class D Trustee.

                  SECTION 3.4. Other Payments. (a) Any payments received by the
Subordination Agent for which no provision as to the application thereof is made
in this Agreement shall be distributed by the Subordination Agent (i) in the
order of priority specified in Section 3.3 hereof and (ii) to the extent
received or realized at any time after the Final Distributions for each Class of
Certificates have been made, in the manner provided in clause "first" of Section
3.3 hereof.

                  (b) Except as otherwise provided in Section 3.3 hereof, if the
Subordination Agent receives any Scheduled Payment after the Scheduled Payment
Date relating thereto, but prior to such payment becoming an Overdue Scheduled
Payment, then the Subordination Agent shall deposit such Scheduled Payment in
the Collection Account and promptly distribute such Scheduled Payment in
accordance with the priority of distributions set forth in Section 3.2 hereof;
provided that, for the purposes of this Section 3.4(b) only, each reference in
clause


                                       38
   42
"ninth" of Section 3.2 to "Distribution Date" shall be deemed to mean the actual
date of payment of such Scheduled Payment and each reference in clause "fifth"
or "seventh" of Section 3.2 to "Distribution Date" shall be deemed to refer to
such Scheduled Payment Date.

                  SECTION 3.5. Payments to the Trustees, Liquidity Providers and
Policy Provider. Any amounts distributed hereunder to any Liquidity Provider or
the Policy Provider shall be paid to such Liquidity Provider or Policy Provider
by wire transfer of funds to the address such Liquidity Provider or Policy
Provider shall provide to the Subordination Agent. The Subordination Agent shall
provide a Written Notice of any such transfer to the applicable Liquidity
Provider or Policy Provider, as the case may be, at the time of such transfer.
Any amounts distributed hereunder by the Subordination Agent to any Trustee
which shall not be the same institution as the Subordination Agent shall be paid
to such Trustee by wire transfer funds at the address such Trustee shall provide
to the Subordination Agent.

                  SECTION 3.6. Liquidity Facilities. (a) Interest Drawings. If
on any Distribution Date, after giving effect to the subordination provisions of
this Agreement, the Subordination Agent shall not have sufficient funds for the
payment of any amounts due and owing in respect of accrued interest on the Class
G Certificates or the Class C Certificates (at the Stated Interest Rate for such
Class of Certificates), then, prior to 10:00 a.m. (New York City time) on such
Distribution Date, the Subordination Agent shall request a drawing (each such
drawing, an "Interest Drawing") under the Liquidity Facility with respect to
such Class of Certificates (and concurrently with the making of such request,
the Subordination Agent shall give notice to the Policy Provider of such
insufficiency of funds) in an amount equal to the lesser of (i) an amount
sufficient to pay the amount of such accrued interest (at the Stated Interest
Rate for such Class of Certificates) and (ii) the Available Amount under such
Liquidity Facility, and shall pay such amount to the Trustee with respect to
such Class of Certificates in payment of such accrued interest.

                  (b) Application of Interest Drawings. Notwithstanding anything
to the contrary contained in this Agreement, (i) all payments received by the
Subordination Agent in respect of an Interest Drawing under the Class G
Liquidity Facility and all amounts withdrawn by the Subordination Agent from the
Class G Cash Collateral Account, and payable in each case to the Class G Trustee
on behalf of the Class G Certificateholders, shall be promptly distributed to
the Class G Trustee, and (ii) all payments received by the Subordination Agent
in respect of an Interest Drawing under the Class C Liquidity Facility and all
amounts withdrawn by the Subordination Agent from the Class C Cash Collateral
Account, and payable in each case to the Class C Trustee on behalf of the Class
C Certificateholders, shall be promptly distributed to the Class C Trustee,
except that if after any Distribution Date the Subordination Agent shall receive
any amount in respect of an Interest Drawing under the Class G Liquidity
Facility or a withdrawal from the Class G Cash Collateral Account to pay Accrued
Class G Interest after such Accrued Class G Interest has been fully paid by a
Policy Drawing under the Policy, such amounts shall be paid directly to the
Policy Provider as reimbursement of such Policy Drawing rather than to the Class
G Trustee on behalf of the Class G Certificateholders and shall constitute an
Interest Drawing under the Class G Liquidity Facility or a withdrawal from the
Class G Cash Collateral Account, as the case may be, hereunder.


                                       39
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                  (c) Downgrade Drawings. If at any time the short-term
unsecured debt rating of any Liquidity Provider, issued by either Rating Agency
is lower than the applicable Threshold Rating, within 10 days after such
downgrading (but not later than the expiration date of the Liquidity Facility
issued by the downgraded Liquidity Provider (the "Downgraded Facility")), such
Liquidity Provider or America West may arrange for a Replacement Liquidity
Provider to issue and deliver a Replacement Liquidity Facility to the
Subordination Agent. If a Downgraded Facility has not been replaced in
accordance with the terms of this paragraph, the Subordination Agent shall, on
such 10th day (or if such day is not a Business Day, on the next succeeding
Business Day) (or, if earlier, the expiration date of such Downgraded Facility),
request a drawing in accordance with and to the extent permitted by such
Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and
undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall
be maintained and invested as provided in Section 3.6(f) hereof. The applicable
Liquidity Provider may also arrange for a Replacement Liquidity Provider to
issue and deliver a Replacement Liquidity Facility at any time after such
Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in
full to such Liquidity Provider.

                  (d) Non-Extension Drawings. If any Liquidity Facility with
respect to the Class G Certificates or Class C Certificates is scheduled to
expire on a date (the "Stated Expiration Date") prior to the date that is 15
days after the Final Legal Distribution Date for such Class of Certificates,
then, no earlier than the 60th day and no later than the 40th day prior to the
then Stated Expiration Date, the Subordination Agent shall request that such
Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the
date that is 15 days after such Final Legal Distribution Date and (ii) the date
that is 364 days after the Stated Expiration Date (unless the obligations of
such Liquidity Provider thereunder are earlier terminated in accordance with
such Liquidity Facility). Whether or not the Liquidity Provider has received
such request from the Subordination Agent, the Liquidity Provider shall advise
the Subordination Agent, no earlier than 40 days and no later than 25 days prior
to such Stated Expiration Date, whether, in its sole discretion, it agrees to so
extend the Stated Expiration Date. If on or before such 25th day, the Liquidity
Provider does not irrevocably and unconditionally advise the Subordination Agent
on or before the 25th day prior to the Stated Expiration Date then in effect
that such Stated Expiration Date shall be so extended (and such Liquidity
Facility shall not have been replaced in accordance with Section 3.6(e) hereof),
such Stated Expiration Date shall not be extended and the Subordination Agent
shall, on such 25th day (or as soon as possible thereafter), in accordance with
the terms of the expiring Liquidity Facility (a "Non-Extended Facility"),
request a drawing under such expiring Liquidity Facility (such drawing, a
"Non-Extension Drawing") of all available and undrawn amounts thereunder.
Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and
invested in accordance with Section 3.6(f) hereof.

                  (e) Issuance of Replacement Liquidity Facility. (i) At any
time, America West may, at its option, with cause or without cause, arrange for
a Replacement Liquidity Facility to replace any Liquidity Facility for the Class
G Certificates or Class C Certificates (including any Replacement Liquidity
Facility provided pursuant to Section 3.6(e)(ii) hereof); provided, however,
that the initial Liquidity Provider for any Liquidity Facility shall not be
replaced by America West as a Liquidity Provider with respect to such Liquidity
Facility prior to the fifth anniversary of the Closing Date unless (A) there
shall have become due to such initial Liquidity Provider, or such initial
Liquidity Provider shall have demanded, amounts pursuant to


                                       40
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Section 3.01, 3.02 or 3.03 of any applicable Liquidity Facility and the
replacement of such initial Liquidity Provider would reduce or eliminate the
obligation to pay such amounts or America West determines in good faith that
there is a substantial likelihood that such initial Liquidity Provider will have
the right to claim any such amounts (unless such initial Liquidity Provider
waives, in writing, any right it may have to claim such amounts), which
determination shall be set forth in a certificate delivered by America West to
such initial Liquidity Provider setting forth the basis for such determination
and accompanied by an opinion of outside counsel selected by America West and
reasonably acceptable to such initial Liquidity Provider verifying the legal
conclusions, if any, of such certificate relating to such basis, provided that,
in the case of any likely claim for such amounts based upon any proposed, or
proposed change in, law, rule, regulation, interpretation, directive,
requirement, request or administrative practice, such opinion may assume the
adoption or promulgation of such proposed matter, (B) it shall become unlawful
or impossible for such initial Liquidity Provider (or its Lending Office) to
maintain or fund its LIBOR Advances as described in Section 3.10 of any
Liquidity Facility, (C) any Liquidity Facility of such initial Liquidity
Provider shall become a Downgraded Facility or a Non-Extended Facility or a
Downgrade Drawing or a Non-Extension Drawing shall have occurred under any
Liquidity Facility of such initial Liquidity Provider or (D) such initial
Liquidity Provider shall have breached any of its payment (including, without
limitation, funding) obligations under any Liquidity Facility in respect of
which it is the Liquidity Provider. If such Replacement Liquidity Facility is
provided at any time after a Downgrade Drawing or Non-Extension Drawing has been
made, all funds on deposit in the relevant Cash Collateral Account will be
returned to the Liquidity Provider being replaced.

                  (ii) If any Liquidity Provider shall determine not to extend
         any of its Liquidity Facilities in accordance with Section 3.6(d), then
         such Liquidity Provider may, at its option, arrange for a Replacement
         Liquidity Facility to replace such Liquidity Facility during the period
         no earlier than 40 days and no later than 25 days prior to the then
         effective Stated Expiration Date of such Liquidity Facility. At any
         time after a Non-Extension Drawing has been made under any Liquidity
         Facility, the Liquidity Provider thereunder may, at its option, arrange
         for a Replacement Liquidity Facility to replace the Liquidity Facility
         under which such Non-Extension Drawing has been made.

                 (iii) No Replacement Liquidity Facility arranged by America
         West or a Liquidity Provider in accordance with clause (i) or (ii)
         above or pursuant to Section 3.6(c), respectively, shall become
         effective and no such Replacement Liquidity Facility shall be deemed a
         "Liquidity Facility" under the Operative Agreements, unless and until
         (A) each of the conditions referred to in sub-clauses (iv)(x) and (z)
         below shall have been satisfied and (B) in the case of a Replacement
         Liquidity Facility arranged by a Liquidity Provider under Section
         3.6(e)(ii) or pursuant to Section 3.6(c), such Replacement Liquidity
         Facility is acceptable to America West.

                  (iv) In connection with the issuance of each Replacement
         Liquidity Facility, the Subordination Agent shall (x) prior to the
         issuance of such Replacement Liquidity Facility, obtain written
         confirmation from each Rating Agency that such Replacement Liquidity
         Facility will not cause a reduction of any rating then in effect for
         any Class of Certificates by such Rating Agency (without regard to any
         downgrading of any rating of any Liquidity Provider being replaced
         pursuant to Section 3.6(c) hereof and without


                                       41
   45
         regard to the Policy) and, in the case of the Class G Liquidity
         Facility only, the written consent of the Policy Provider (which
         consent shall not be unreasonably withheld or delayed), (y) pay all
         Liquidity Obligations then owing to the replaced Liquidity Provider
         (which payment shall be made first from available funds in the
         applicable Cash Collateral Account as described in clause (vii) of
         Section 3.6(f) hereof, and thereafter from any other available source,
         including, without limitation, a drawing under the Replacement
         Liquidity Facility) and (z) cause the issuer of the Replacement
         Liquidity Facility to deliver the Replacement Liquidity Facility to the
         Subordination Agent, together with a legal opinion opining that such
         Replacement Liquidity Facility is an enforceable obligation of such
         Replacement Liquidity Provider.

                   (v) Upon satisfaction of the conditions set forth in clauses
         (iii) and (iv) of this Section 3.6(e) with respect to a Replacement
         Liquidity Facility, (w) the replaced Liquidity Facility shall
         terminate, (x) the Subordination Agent shall, if and to the extent so
         requested by America West or the Liquidity Provider being replaced,
         execute and deliver any certificate or other instrument required in
         order to terminate the replaced Liquidity Facility, shall surrender the
         replaced Liquidity Facility to the Liquidity Provider being replaced
         and shall execute and deliver the Replacement Liquidity Facility and
         any associated Fee Letter, (y) each of the parties hereto shall enter
         into any amendments to this Agreement necessary to give effect to (1)
         the replacement of the applicable Liquidity Provider with the
         applicable Replacement Liquidity Provider and (2) the replacement of
         the applicable Liquidity Facility with the applicable Replacement
         Liquidity Facility and (z) the applicable Replacement Liquidity
         Provider shall be deemed to be a Liquidity Provider with the rights and
         obligations of a Liquidity Provider hereunder and under the other
         Operative Agreements and such Replacement Liquidity Facility shall be
         deemed to be a Liquidity Facility hereunder and under the other
         Operative Agreements.

                  (f) Cash Collateral Accounts; Withdrawals; Investments. In the
event the Subordination Agent shall draw all available amounts under the Class G
Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c),
3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in the
Class G Cash Collateral Account or the Class C Cash Collateral Account pursuant
to subclause (A) or (B) of clause "third" of Section 2.4(b)(i), subclause (A) or
(B) of clause "third" of Section 3.2 or subclause (A) or (B) of clause "fourth"
of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall
be deposited by the Subordination Agent in the Class G Cash Collateral Account
or the Class C Cash Collateral Account, respectively. All amounts on deposit in
each Cash Collateral Account shall be invested and reinvested in Eligible
Investments in accordance with Section 2.2(b) hereof.

                  On each Interest Payment Date (or, in the case of any Special
Distribution Date occurring as contemplated in Section 2.4(b) hereof prior to
the occurrence of a Triggering Event (a "Special Payment Withdrawal"), on such
Special Distribution Date), Investment Earnings on amounts on deposit in each
Cash Collateral Account (or, in the case of any Special Payment Withdrawal, a
fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall
be deposited in the Collection Account (or, in the case of any Special Payment
Withdrawal, the Special Payments Account) and applied on such Interest Payment
Date (or Special Distribution Date, as the case may be) in accordance with
Section 2.4, 3.2 or 3.3 (as applicable). The Subordination Agent shall deliver a
written statement to America West, the Policy Provider and


                                       42
   46
the Liquidity Provider one day prior to each Interest Payment Date and Special
Distribution Date setting forth the aggregate amount of Investment Earnings held
in the Cash Collateral Accounts as of such date. In addition, from and after the
date funds are so deposited, the Subordination Agent shall make withdrawals from
such account as follows:

                  (i) on each Distribution Date, the Subordination Agent shall,
         to the extent it shall not have received funds to pay accrued and
         unpaid interest due and owing on the Class G Certificates (at the
         Stated Interest Rate for the Class G Certificates) from any other
         source, withdraw from the Class G Cash Collateral Account, and pay to
         the Class G Trustee, an amount equal to the lesser of (x) an amount
         necessary to pay accrued and unpaid interest (at the Stated Interest
         Rate for the Class G Certificates) on such Class G Certificates and (y)
         the amount on deposit in the Class G Cash Collateral Account;

                 (ii) on each Distribution Date, the Subordination Agent shall,
         to the extent it shall not have received funds to pay accrued and
         unpaid interest due and owing on the Class C Certificates (at the
         Stated Interest Rate for the Class C Certificates) from any other
         source, withdraw from the Class C Cash Collateral Account, and pay to
         the Class C Trustee, an amount equal to the lesser of (x) an amount
         necessary to pay accrued and unpaid interest (at the Stated Interest
         Rate for the Class C Certificates) on such Class C Certificates and (y)
         the amount on deposit in the Class C Cash Collateral Account;

                (iii) on each date on which the Pool Balance of the Class G
         Trust shall have been reduced by payments made to the Class G
         Certificateholders pursuant to Section 2.4, 3.2 or 3.3 hereof or
         pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for
         such Class, the Subordination Agent shall withdraw from the Class G
         Cash Collateral Account such amount as is necessary so that, after
         giving effect to the reduction of the Pool Balance on such date and any
         transfer of Investment Earnings from such Cash Collateral Account to
         the Collection Account or the Special Payments Account on such date, an
         amount equal to the sum of the Required Amount (with respect to the
         Class G Liquidity Facility) plus (if on a Special Distribution Date not
         coinciding with an Interest Payment Date) Investment Earnings on
         deposit in such Cash Collateral Account will be on deposit in the Class
         G Cash Collateral Account and shall first, pay such withdrawn amount to
         the Class G Liquidity Provider until the Liquidity Obligations (with
         respect to the Class G Certificates) owing to such Liquidity Provider
         shall have been paid in full, and second, deposit any remaining
         withdrawn amount in the Collection Account;

                 (iv) on each date on which the Pool Balance of the Class C
         Trust shall have been reduced by payments made to the Class C
         Certificateholders pursuant to Section 2.4, 3.2 or 3.3 hereof or
         pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for
         such Class, the Subordination Agent shall withdraw from the Class C
         Cash Collateral Account such amount as is necessary so that, after
         giving effect to the reduction of the Pool Balance on such date and any
         transfer of Investment Earnings from such Cash Collateral Account to
         the Collection Account or the Special Payments Account on such date, an
         amount equal to the sum of the Required Amount (with respect to the
         Class C Liquidity Facility) plus (if such date is a Special
         Distribution Date not coinciding with an Interest Payment Date)
         Investment Earnings on deposit in such Cash Collateral Account will be
         on deposit in the Class C Cash Collateral Account and shall first, pay


                                       43
   47
         such withdrawn amount to the Class C Liquidity Provider until the
         Liquidity Obligations (with respect to the Class C Certificates) owing
         to such Liquidity Provider shall have been paid in full, and second,
         deposit any remaining withdrawn amount in the Collection Account;

                  (v) if a Replacement Liquidity Facility for the Class G
         Certificates or the Class C Certificates shall be delivered to the
         Subordination Agent following the date on which funds have been
         deposited into the Cash Collateral Account for such Class of
         Certificates, the Subordination Agent shall withdraw all amounts on
         deposit in such Cash Collateral Account and shall pay such amounts to
         the replaced Liquidity Provider until all Liquidity Obligations owed to
         such Person shall have been paid in full, and shall deposit any
         remaining amount in the Collection Account; and

                 (vi) following the payment of Final Distributions with respect
         to the Class G Certificates or the Class C Certificates, on the date on
         which the Subordination Agent shall have been notified by the Liquidity
         Provider for such Class of Certificates that the Liquidity Obligations
         owed to such Liquidity Provider have been paid in full, the
         Subordination Agent shall withdraw all amounts on deposit in the Cash
         Collateral Account in respect of such Class of Certificates and shall
         deposit such amount in the Collection Account.

                  (g) Reinstatement. With respect to any Interest Drawing under
any Liquidity Facility, upon the reimbursement by the Subordination Agent of the
applicable Liquidity Provider for all of the amount of such Interest Drawing,
together with any accrued interest thereon, the Available Amount of such
Liquidity Facility shall be reinstated by an amount equal to the amount of such
Interest Drawing so reimbursed to the applicable Liquidity Provider but not to
exceed the Stated Amount for such Liquidity Facility; provided, however, that
such Liquidity Facility shall not be so reinstated in part or in full at any
time if (x) both a Performing Note Deficiency exists and a Liquidity Event of
Default shall have occurred and be continuing with respect to the relevant
Liquidity Facility or (y) a Final Drawing shall have occurred with respect to
such Liquidity Facility. In the event that, with respect to any particular
Liquidity Facility, (i) funds are withdrawn from any Cash Collateral Account
pursuant to clause (i), (ii) or (iii) of Section 3.6(f) hereof or (ii) such
Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility
at a time when unreimbursed Interest Drawings under such Liquidity Facility have
reduced the Available Amount thereunder to zero, then funds received by the
Subordination Agent at any time other than (x) any time when a Liquidity Event
of Default shall have occurred and be continuing with respect to such Liquidity
Facility and a Performing Note Deficiency exists or (y) any time after a Final
Drawing shall have occurred with respect to such Liquidity Facility shall be
deposited in such Cash Collateral Account as and to the extent provided in
clause "third" of Section 2.4(b), clause "third" of Section 3.2 or clause
"fourth" of Section 3.3, as applicable, and applied in accordance with Section
3.6(f) hereof.

                  (h) Reimbursement. The amount of each drawing under the
Liquidity Facilities shall be due and payable, together with interest thereon,
on the dates and at the rates, respectively, provided in the Liquidity
Facilities.


                                       44
   48
                  (i) Final Drawing. Upon receipt from a Liquidity Provider of a
Termination Notice with respect to any Liquidity Facility, the Subordination
Agent shall, not later than the date specified in such Termination Notice, in
accordance with the terms of such Liquidity Facility, request a drawing under
such Liquidity Facility of all available and undrawn amounts thereunder (a
"Final Drawing"). Amounts drawn pursuant to a Final Drawing shall be maintained
and invested in accordance with Section 3.6(f) hereof.

                  (j) Reduction of Stated Amount. Promptly following each date
on which the Required Amount of the Liquidity Facility for the Class G
Certificates or Class C Certificates is reduced as a result of a reduction in
the Pool Balance with respect to such Certificates, the Stated Amount of such
Liquidity Facility shall be automatically reduced to an amount equal to the
Required Amount with respect to such Liquidity Facility (as calculated by the
Subordination Agent after giving effect to such payment).

                  (k) Relation to Subordination Provisions. Interest Drawings
under the Liquidity Facilities and withdrawals from the Cash Collateral
Accounts, in each case, in respect of interest on the Class G Certificates or
the Class C Certificates, will be distributed to the Trustee for such Class of
Certificates for distribution to Certificateholders of the related Class,
notwithstanding Sections 3.2, 3.3 and 3.6(h) hereof.

                  (l) Assignment of Liquidity Facility. The Subordination Agent
agrees not to consent to the assignment by any Liquidity Provider of any of its
rights or obligations under any Liquidity Facility or any interest therein,
unless (i) America West shall have consented to such assignment, such consent to
be within America West's sole discretion, (ii) each Rating Agency shall have
provided a Ratings Confirmation in respect of such assignment and (iii) in the
case of the Class G Liquidity Facility only, the Policy Provider shall have
consented to such assignment (which consent shall not be unreasonably withheld
or delayed), and, upon the satisfaction of (i), (ii) and (iii) (if applicable),
the Subordination Agent shall give such consent.

                  SECTION 3.7. The Policy. (a) Interest Drawings. If on any
Regular Distribution Date (other than the Final Legal Distribution Date) after
giving effect to the subordination provisions of this Agreement and to the
application of Prior Funds, the Subordination Agent does not then have
sufficient funds available for the payment of all amounts due and owing in
respect of accrued and unpaid interest on the Class G Certificates at the Stated
Interest Rate on the Pool Balance of the Class G Certificates and, without
duplication, accrued and unpaid interest on any Deposit relating to the Escrow
Receipts, in each case on such Distribution Date ("Accrued Class G Interest"),
then the Subordination Agent (i) prior to 1:00 p.m. (New York City time) on such
Distribution Date shall deliver a Notice for Payment, as provided in the Policy,
to the Policy Provider or its fiscal agent, requesting a Policy Drawing under
the Policy (for payment into the Policy Account) in an amount sufficient to
enable the Subordination Agent to pay such Accrued Class G Interest and (ii)
upon receipt shall pay such amount from the Policy Account to the Class G
Trustee in payment of such Accrued Class G Interest on such Distribution Date.

                  (b) Proceeds Deficiency Drawing. If on any Special
Distribution Date (which is not also an Election Distribution Date) established
by the Subordination Agent by reason of its receipt of a Special Payment
constituting the proceeds of any Series G Equipment Note or related Trust
Indenture Estate or Collateral, as the case may be, and if on such Special


                                       45
   49
Distribution Date after giving effect to the subordination provisions of this
Agreement and to the application of Prior Funds, the Subordination Agent does
not then have sufficient funds available for a reduction in the outstanding Pool
Balance of the Class G Certificates by an amount equal to the outstanding
principal amount of such Equipment Note (determined immediately prior to the
receipt of such proceeds) plus accrued and unpaid interest on the amount of such
reduction at the Stated Interest Rate for the Class G Certificates for the
period from the immediately preceding Regular Distribution Date to such Special
Distribution Date, then the Subordination Agent (i) prior to 1:00 p.m. (New York
City time) on such Special Distribution Date shall deliver a Notice for Payment,
as provided in the Policy (for payment into the Policy Account) in an amount
sufficient to enable the Subordination Agent to pay the amount of such reduction
plus such accrued and unpaid interest and (ii) upon receipt shall pay such
amount from the Policy Account to the Class G Trustee in payment of such
reduction in the outstanding Pool Balance of the Class G Certificates plus such
accrued interest on such Special Distribution Date.

                  (c) No Proceeds Drawing. If the Subordination Agent has not
received a Special Payment constituting proceeds from the sale of that Series G
Equipment Note or the related Trust Indenture Estate or Collateral (a
"Disposition"), as the case may be, during the 24-month period beginning on the
last date on which any payment was made in full on such Series G Equipment Note
(the date of such payment in full, the "Last Payment Date") as to which there
has been a failure to pay principal or that has been Accelerated subsequent to
the Last Payment Date, then on the first Business Day following the expiration
of such 24-month period, the Subordination Agent shall deliver a Notice for
Payment, as provided in the Policy, to the Policy Provider or its fiscal agent,
requesting a Policy Drawing under the Policy (for payment into the Policy
Account) in an amount equal to the then outstanding principal amount of such
Equipment Note plus accrued and unpaid interest thereon at the Stated Interest
Rate for the Class G Certificates from the immediately preceding Regular
Distribution Date to the below referred to Special Distribution Date. The
Subordination Agent shall promptly, but not less than 25 days prior to such
Business Day, send to the Class G Trustee and the Policy Provider a Written
Notice setting forth the non-receipt of any such Special Payment and
establishing such Business Day as the date for the distribution of the proceeds
of such Policy Drawing, which date shall constitute a Special Distribution Date.
No later than 1:00 p.m. (New York City time) on the specified Special
Distribution Date the Subordination Agent shall make the specified Policy
Drawing and upon its receipt of the proceeds thereof pay the amount thereof from
the Policy Account to the Class G Trustee in reduction of the outstanding Pool
Balance of the Class G Certificates together with such accrued and unpaid
interest thereon. For the avoidance of doubt, after the payment in full of such
amount under this Section 3.7(c), the Subordination Agent shall have no right to
make any further Policy Drawings under this Section 3.7(c) in respect of any
Disposition of or in respect of such Equipment Note except for Preference
Amounts as provided in Section 3.7(e).

                  Notwithstanding the foregoing, the Policy Provider has the
right at the end of any such 24-month period, so long as no Policy Provider
Default shall have occurred and be continuing to elect (the "Policy Provider
Election") instead (a) to pay on such Special Distribution Date an amount equal
to any shortfall in the scheduled principal and interest payable but not paid on
such Series G Equipment Note (without regard to the Acceleration thereof) during
such 24-month period (after giving effect to the application of funds received
from the Class G Liquidity Facility or the Class G Cash Collateral Account, in
each case attributable to such interest), (b) thereafter, on each Regular
Distribution Date until the establishment of an


                                       46
   50
Election Distribution Date or a Special Distribution Date referred to in clause
(c)(i) below, to permit drawings under the Policy for an amount equal to the
scheduled principal (without regard to any acceleration thereof) and interest
payments at the Stated Interest Rate for the Class G Certificates payable on
such Equipment Note on the related payment date and (c) (i) on any Business Day
(which shall be a Special Distribution Date) elected by the Policy Provider upon
20 days' Written Notice to the Subordination Agent and the Class G Trustee to
request the Subordination Agent, or (ii) following either the occurrence and
continuation of a Policy Provider Default or the Disposition of or in respect of
such Equipment Note, on any Business Day (which shall be a Special Distribution
Date) specified by the Subordination Agent upon 20 days' Written Notice to the
Class G Trustee (each such Business Day in the case of clause (ii) an "Election
Distribution Date") to permit the Subordination Agent, in each case, to make a
Policy Drawing for an amount equal to the then outstanding principal balance of
such Equipment Note less any Policy Drawings previously paid by the Policy
Provider in respect of principal of such Equipment Note and accrued and unpaid
interest on such amounts at the Stated Interest Rate for the Class G
Certificates from the immediately preceding Regular Distribution Date to such
Election Distribution Date or such Special Distribution Date, as the case may be
(after giving effect to the application of funds, if any, received on such date
from the Class G Liquidity Facility or the Class G Cash Collateral Account
attributable to such interest) and without derogation of the Policy Provider's
continuing obligations for all previous Policy Drawings that remain unpaid in
respect of such Equipment Note. The Subordination Agent shall make each such
drawing referred to in this paragraph under the Policy (for payment into the
Policy Account) no later than 1:00 p.m. (New York City time) on each such date
and upon its receipt of the proceeds thereof pay the amount thereof from the
Policy Account to the Class G Trustee in reduction of the outstanding Pool
Balance of the Class G Certificates together with such accrued and unpaid
interest thereon.

                  In addition, regardless of whether or not the Policy Provider
makes a Policy Provider Election, the Policy Provider shall, at the end of such
24-month period, honor drawings by any Liquidity Provider in respect of amounts
referred to in clause (g) of the definition of "Deficiency Amount" contained in
the Policy (each, an "Excess Interest Policy Drawing"). Each Liquidity Provider
agrees to make such Excess Interest Policy Drawings and that the proceeds
thereof shall reduce pro tanto the Liquidity Obligations owing to it. Upon the
issuance of any Replacement Liquidity Facility pursuant to Section 3.6(e), the
Policy Provider agrees to promptly deliver to the Replacement Liquidity Provider
providing such Replacement Liquidity Facility a certified copy of the Policy,
provided that the Liquidity Provider being replaced returns its certified copy
of the Policy to the Policy Provider.

                  (d) Final Policy Drawing. If on the Final Legal Distribution
Date of the Class G Certificates after giving effect to the subordination
provisions of this Agreement and to the application of Prior Funds, the
Subordination Agent does not then have sufficient funds available on such date
for the payment in full of the Final Distributions (calculated as of such date
but excluding any accrued and unpaid premium) on the Class G Certificates then
the Subordination Agent shall (i) prior to 1:00 p.m. (New York City time) on
such date deliver a Notice for Payment, as provided in the Policy, to the Policy
Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for
payment into the Policy Account) in an amount equal to the minimum amount
sufficient to enable the Subordination Agent to pay the Final Distributions
(calculated as of such date but excluding any accrued and unpaid premium) on the
Class G


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Certificates, and (ii) upon receipt pay such amount from the Policy Account to
the Class G Trustee in payment of such amount on such date.

                  (e) Avoidance Drawings. If at any time the Subordination Agent
shall have actual knowledge of the issuance of any Order, the Subordination
Agent shall promptly give notice thereof to each Trustee, the Liquidity
Providers and the Policy Provider. The Subordination Agent shall thereupon
calculate the relevant Preference Amounts resulting therefrom and shall
promptly: (a) send to the Class G Trustee a Written Notice of such amount and
(b) prior to the expiration of the Policy, deliver to the Policy Provider or its
fiscal agent a Notice of Avoided Payment, together with a copy of the
documentation required by the Policy with respect thereto, requesting a Policy
Drawing (for payment to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy and/or to the Subordination Agent for deposit into the
Policy Account, as applicable) in an amount equal to the amount of relevant
Preference Amount. To the extent that any portion of such Preference Amount is
to be paid to the Subordination Agent, such Written Notice shall also set the
date for the distribution of such portion of the proceeds of such Policy Drawing
which date shall constitute a Special Distribution Date and shall be the earlier
of three Business Days after the date of the expiration of the Policy and the
Business Day that immediately follows the 25th day after the date of such
Written Notice. No later than 1:00 p.m. (New York City time) on the specified
Special Distribution Date, the Subordination Agent shall make the specified
Policy Drawing upon its receipt of the proceeds thereof and pay the amount
thereof from the Policy Account to the Class G Trustee in reinstatement of the
Preference Amount.

                  (f) Application of Policy Drawings. Notwithstanding anything
to the contrary contained in this Agreement (including, without limitation,
Sections 2.4, 3.2 and 3.3 hereof), all payments received by the Subordination
Agent in respect of a Policy Drawing (including, without limitation, that
portion, if any, of the proceeds of a Policy Drawing for any Preference Amount
that is to be paid to the Subordination Agent and not to any receiver,
conservator, debtor-in-possession or trustee in bankruptcy as provided in the
Policy) shall be promptly paid from the Policy Account to the Class G Trustee
for distribution to the Class G Certificateholders or the holders of the Escrow
Receipts, as the case may be.

                  (g) Limitation to Outstanding Pool Balance. Notwithstanding
anything to the contrary in this Section 3.7, except as provided in Section
3.7(e), at no time shall the Subordination Agent make any Policy Drawing under
clause (b), (c) or (d) of this Section 3.7 in excess of the then outstanding
Pool Balance of the Class G Certificates and accrued and unpaid interest at the
Stated Interest Rate on the Class G Certificates. Nothing contained in this
Intercreditor Agreement shall alter or amend the liabilities, obligations,
requirements or procedures of the Policy Provider under the Policy and the
Policy Provider shall not be obligated to make payment except at the times and
in the amounts and under the circumstances expressly set forth in the Policy.

                  (h) Resubmission of Notice for Payment. If the Policy Provider
at any time informs the Subordination Agent in accordance with the Policy that a
Notice for Payment or Notice of Avoided Payment submitted by the Subordination
Agent does not meet the requirements of the Policy, the Subordination Agent
shall, as promptly as possible after being so informed, submit to the Policy
Provider an amended and revised Notice for Payment or Notice of Avoided Payment,
as the case may be, and shall pay to the Class G Trustee out of the Policy


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Account the amount received pursuant to such amended or revised Notice for
Payment or Notice of Avoided Payment, as the case may be, when received.


                                   ARTICLE IV

                              EXERCISE OF REMEDIES

                  SECTION 4.1. Directions from the Controlling Party. (a) (i)
Following the occurrence and during the continuation of an Indenture Event of
Default under any Indenture, the Controlling Party shall direct the
Subordination Agent, which in turn shall direct the Loan Trustee under such
Indenture, in the exercise of remedies available to the holders of the Equipment
Notes issued pursuant to such Indenture, including, without limitation, the
ability to vote all such Equipment Notes in favor of Accelerating such Equipment
Notes in accordance with the provisions of such Indenture. Subject to the Owner
Trustees' and the Owner Participants' rights, if any, set forth in the
Indentures with respect to Leased Aircraft to purchase the Equipment Notes and
the provisions of the next paragraph, if the Equipment Notes issued pursuant to
any Indenture have been Accelerated following an Indenture Event of Default with
respect thereto, the Controlling Party may direct the Subordination Agent to
sell, assign, contract to sell or otherwise dispose of and deliver all (but not
less than all) of such Equipment Notes to any Person at public or private sale,
at any location at the option of the Controlling Party, all upon such terms and
conditions as it may reasonably deem advisable in accordance with applicable
law. Notwithstanding the foregoing provisions of this Section 4.1, the
Controlling Party shall not direct the Subordination Agent to (i) sell, assign,
contract to sell or otherwise dispose of such Equipment Notes (other than a sale
to the Owner Trustee or Owner Participant made in accordance with the applicable
Indenture) or (ii) direct the Loan Trustee under any Indenture to sell,
transfer, lease or otherwise dispose of the Aircraft subject to the lien of such
Indenture (clauses (i) and (ii), the "Specified Remedies") unless the
Controlling Party shall have first offered (to the extent it may do so in
compliance with the Operative Agreements and applicable law) the Class D
Certificateholders at any time after the occurrence of an Indenture Event of
Default the right to purchase all but not less than all of the Equipment Notes
under such Indenture for a purchase price equal to the amount of "Secured
Obligations" under such Indenture. Such right to purchase all but not less than
all of the Equipment Notes under such Indenture shall remain open for 10
Business Days after the receipt of the notice by the Class D Trustee from the
Controlling Party stating that there has occurred an Indenture Event of Default
and notifying the Class D Trustee of the right held by the Class D
Certificateholders under this Agreement to purchase all but not less than all of
the Equipment Notes issued under such Indenture (the "Notice"). The right to
purchase shall be deemed to have been exercised upon the receipt by the
Controlling Party of a written irrevocable commitment (the "Commitment Notice")
by the Class D Certificateholders to purchase all but not less than all of such
Equipment Notes within 10 Business Days after the receipt of the Notice. Such
Commitment Notice shall specify a date for such purchase within 15 days of the
date of such Commitment Notice. The failure on the part of the Class D
Certificateholders to deliver the Commitment Notice within such 10 Business Day
period shall constitute a waiver of its right to purchase and the Controlling
Party is under no obligation hereunder to give any further notice to the Class D
Certificateholders prior to the exercise of its Specified Remedies under the
related Indenture.


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                  (ii) Subject to the Owner Trustees' and the Owner
Participants' rights, if any, set forth in the Indentures with respect to Leased
Aircraft to purchase the Equipment Notes, and notwithstanding the foregoing, so
long as any Certificates remain Outstanding, during the period ending on the
date which is nine months after the earlier of (x) the Acceleration of the
Equipment Notes issued pursuant to any Indenture or (y) the occurrence of an
America West Bankruptcy Event, without the consent of each Trustee, (A) no
Aircraft subject to the Lien of such Indenture or such Equipment Notes may be
sold if the net proceeds from such sale would be less than the Minimum Sale
Price for such Aircraft or such Equipment Notes, and (B) with respect to any
Leased Aircraft, the amount and payment dates of rentals payable by America West
under the Lease for such Aircraft may not be adjusted, if, as a result of such
adjustment, the discounted present value of all such rentals would be less than
75% of the discounted present value of the rentals payable by America West under
such Lease before giving effect to such adjustment, in each case, using the
weighted average interest rate of the Equipment Notes issued pursuant to such
Indenture as the discount rate.

                  (iii) At the request of the Controlling Party, the
Subordination Agent may from time to time during the continuance of an Indenture
Event of Default (and before the occurrence of a Triggering Event) commission
Appraisals with respect to the Aircraft subject to such Indenture.

                  (iv) After a Triggering Event occurs and any Equipment Note
becomes a Non-Performing Equipment Note, the Subordination Agent shall obtain
Appraisals ("LTV Appraisals") with respect to all of the Aircraft as soon as
practicable and additional LTV Appraisals on or prior to each anniversary of the
date of such initial LTV Appraisals; provided that if the Controlling Party
reasonably objects to the appraised value of the Aircraft shown in such LTV
Appraisals, the Controlling Party shall have the right to obtain or cause to be
obtained substitute LTV Appraisals (including any LTV Appraisals based upon
physical inspection of the Aircraft).

                  (b) The Controlling Party shall take such actions as it may
reasonably deem most effectual to complete the sale or other disposition of such
Aircraft or Equipment Notes. In addition, in lieu of any sale, assignment,
contract to sell or other disposition, the Controlling Party may maintain or
cause the Subordination Agent to maintain possession of such Equipment Notes and
continue to apply monies received in respect of such Equipment Notes in
accordance with Article III hereof. In addition, in lieu of such sale,
assignment, contract to sell or other disposition, or in lieu of such
maintenance of possession, the Controlling Party may, subject to the terms and
conditions of the related Indenture, instruct the Loan Trustee under such
Indenture to foreclose on the Lien on the related Aircraft or to take any other
remedial action permitted under such Indenture or under any applicable law.

                  SECTION 4.2. Remedies Cumulative. Each and every right, power
and remedy given to the Trustees, the Liquidity Providers, the Policy Provider,
the Controlling Party or the Subordination Agent specifically or otherwise in
this Agreement shall be cumulative and shall be in addition to every other
right, power and remedy herein specifically given or now or hereafter existing
at law, in equity or by statute, and each and every right, power and remedy
whether specifically herein given or otherwise existing may, subject always to
the terms and conditions hereof, be exercised from time to time and as often and
in such order as may be deemed expedient by any Trustee, any Liquidity Provider,
the Policy Provider, the Controlling Party or


                                       50
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the Subordination Agent, as appropriate, and the exercise or the beginning of
the exercise of any power or remedy shall not be construed to be a waiver of the
right to exercise at the same time or thereafter any other right, power or
remedy. No delay or omission by any Trustee, any Liquidity Provider, the Policy
Provider, the Controlling Party or the Subordination Agent in the exercise of
any right, remedy or power or in the pursuit of any remedy shall impair any such
right, power or remedy or be construed to be a waiver of any default or to be an
acquiescence therein.

                  SECTION 4.3. Discontinuance of Proceedings. In case any party
to this Agreement (including the Controlling Party in such capacity) shall have
instituted any Proceeding to enforce any right, power or remedy under this
Agreement by foreclosure, entry or otherwise, and such Proceeding shall have
been discontinued or abandoned for any reason or shall have been determined
adversely to the Person instituting such Proceeding, then and in every such case
each such party shall, subject to any determination in such Proceeding, be
restored to its former position and rights hereunder, and all rights, remedies
and powers of such party shall continue as if no such Proceeding had been
instituted.

                  SECTION 4.4. Right of Certificateholders to Receive Payments
Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding
but subject to each Trust Agreement, the right of any Certificateholder,
Liquidity Provider or the Policy Provider, respectively, to receive payments
hereunder (including without limitation pursuant to Section 2.4, 3.2 or 3.3
hereof) when due, or to institute suit for the enforcement of any such payment
on or after the applicable Distribution Date, shall not be impaired or affected
without the consent of such Certificateholder, Liquidity Provider or Policy
Provider, respectively.

                  SECTION 4.5. Undertaking for Costs. In any Proceeding for the
enforcement of any right or remedy under this Agreement or in any Proceeding
against any Controlling Party or the Subordination Agent for any action taken or
omitted by it as Controlling Party or Subordination Agent, as the case may be, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. The provisions of
this Section do not apply to a suit instituted by the Subordination Agent, a
Liquidity Provider, the Policy Provider or a Trustee or a suit by
Certificateholders holding more than 10% of the original principal amount of any
Class of Certificates.


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                                    ARTICLE V

                       DUTIES OF THE SUBORDINATION AGENT;
                          AGREEMENTS OF TRUSTEES, ETC.

                  SECTION 5.1. Notice of Indenture Event of Default or
Triggering Event. (a) In the event the Subordination Agent shall have actual
knowledge of the occurrence of an Indenture Event of Default or a Triggering
Event, as promptly as practicable, and in any event within 10 days after
obtaining knowledge thereof, the Subordination Agent shall transmit by mail or
courier to the Rating Agencies, the Liquidity Providers, the Policy Provider and
the Trustees notice of such Indenture Event of Default or Triggering Event,
unless such Indenture Event of Default or Triggering Event shall have been cured
or waived by the Controlling Party. For all purposes of this Agreement, in the
absence of actual knowledge on the part of a Responsible Officer, the
Subordination Agent shall not be deemed to have knowledge of any Indenture Event
of Default or Triggering Event unless notified in writing by one or more
Trustees, one or more Liquidity Providers, or the Policy Provider or one or more
Certificateholders.

                  (b) Other Notices. The Subordination Agent will furnish to
each Liquidity Provider, the Policy Provider and each Trustee, promptly upon
receipt thereof, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and other instruments furnished to
the Subordination Agent as registered holder of the Equipment Notes or otherwise
in its capacity as Subordination Agent to the extent the same shall not have
been otherwise directly distributed to such Liquidity Provider, Policy Provider
or Trustee, as applicable, pursuant to the express provision of any other
Operative Agreement.

                  SECTION 5.2. Indemnification. The Subordination Agent shall
not be required to take any action or refrain from taking any action under
Article IV hereof unless the Subordination Agent shall have been indemnified (to
the extent and in the manner reasonably satisfactory to the Subordination Agent)
against any liability, cost or expense (including counsel fees and expenses)
which may be incurred in connection therewith. The Subordination Agent shall not
be under any obligation to take any action under this Agreement and nothing
contained in this Agreement shall require the Subordination Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or powers
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it. The Subordination Agent shall not be required to take any action under
Article IV hereof, nor shall any other provision of this Agreement be deemed to
impose a duty on the Subordination Agent to take any action, if the
Subordination Agent shall have been advised by counsel that such action is
contrary to the terms hereof or is otherwise contrary to law.

                  SECTION 5.3. No Duties Except as Specified in Intercreditor
Agreement. The Subordination Agent shall not have any duty or obligation to take
or refrain from taking any action under, or in connection with, this Agreement,
except as expressly provided by the terms of this Agreement; and no implied
duties or obligations shall be read into this Agreement against the
Subordination Agent. The Subordination Agent agrees that it will, in its
individual capacity and at its own cost and expense (but without any right of
indemnity in respect of any such cost or expense under Section 7.1 hereof)
promptly take such action as may be necessary to duly


                                       52
   56
discharge all Liens on any of the Trust Accounts or any monies deposited therein
which result from claims against it in its individual capacity not related to
its activities hereunder or any other Operative Agreement.

                  SECTION 5.4. Notice from the Liquidity Providers and Trustees.
If any Liquidity Provider or any Trustee has notice of an Indenture Event of
Default or a Triggering Event, such Person shall promptly give notice thereof to
all of the other parties hereto, provided, however, that no such Person shall
have any liability hereunder as a result of its failure to deliver any such
notice.

                                   ARTICLE VI

                             THE SUBORDINATION AGENT

                  SECTION 6.1. Authorization; Acceptance of Trusts and Duties.
Each of the Class G Trustee and the Class C Trustee hereby designates and
appoints the Subordination Agent as the agent and trustee of such Trustee under
the applicable Liquidity Facility (and, in the case of the Class G Trustee, the
Policy Provider Agreement) and authorizes the Subordination Agent to enter into
the applicable Liquidity Facility (and, in the case of the Class G Trustee, the
Policy Provider Agreement) as agent and trustee for such Trustee. Each of the
Liquidity Providers, the Policy Provider and the Trustees hereby designates and
appoints the Subordination Agent as the Subordination Agent under this
Agreement. WTC hereby accepts the duties hereby created and applicable to it as
the Subordination Agent and agrees to perform the same but only upon the terms
of this Agreement and agrees to receive and disburse all monies received by it
in accordance with the terms hereof. The Subordination Agent shall not be
answerable or accountable under any circumstances, except (a) for its own
willful misconduct or gross negligence (or ordinary negligence in the handling
of funds), (b) as provided in Sections 2.2 and 5.3 hereof and (c) for
liabilities that may result from the inaccuracy of any representation or
warranty of the Subordination Agent made in its individual capacity in any
Operative Agreement. The Subordination Agent shall not be liable for any error
of judgment made in good faith by a Responsible Officer of the Subordination
Agent, unless it is proved that the Subordination Agent was negligent in
ascertaining the pertinent facts.

                  SECTION 6.2. Absence of Duties. The Subordination Agent shall
have no duty to see to any recording or filing of this Agreement or any other
document, or to see to the maintenance of any such recording or filing.

                  SECTION 6.3. No Representations or Warranties as to Documents.
The Subordination Agent in its individual capacity does not make nor shall be
deemed to have made any representation or warranty as to the validity, legality
or enforceability of this Agreement or any other Operative Agreement or as to
the correctness of any statement contained in any thereof, except for the
representations and warranties of the Subordination Agent, made in its
individual capacity, under any Operative Agreement to which it is a party. The
Certificateholders, the Trustees, the Liquidity Providers and the Policy
Provider make no representation or warranty hereunder whatsoever.


                                       53
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                  SECTION 6.4. No Segregation of Monies; No Interest. Any monies
paid to or retained by the Subordination Agent pursuant to any provision hereof
and not then required to be distributed to any Trustee, any Liquidity Provider
or the Policy Provider as provided in Articles II and III hereof or deposited
into one or more Trust Accounts need not be segregated in any manner except to
the extent required by such Articles II and III and by law, and the
Subordination Agent shall not (except as otherwise provided in Section 2.2
hereof) be liable for any interest thereon; provided, however, that any payments
received or applied hereunder by the Subordination Agent shall be accounted for
by the Subordination Agent so that any portion thereof paid or applied pursuant
hereto shall be identifiable as to the source thereof.

                  SECTION 6.5. Reliance; Agents; Advice of Counsel. The
Subordination Agent shall not incur liability to anyone in acting upon any
signature, instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. As to the Pool
Balance of any Trust as of any date, the Subordination Agent may for all
purposes hereof rely on a certificate signed by any Responsible Officer of the
applicable Trustee, and such certificate shall constitute full protection to the
Subordination Agent for any action taken or omitted to be taken by it in good
faith in reliance thereon. As to any fact or matter relating to the Liquidity
Providers, the Policy Provider or the Trustees the manner of ascertainment of
which is not specifically described herein, the Subordination Agent may for all
purposes hereof rely on a certificate, signed by any Responsible Officer of the
applicable Liquidity Provider, Policy Provider or Trustee, as the case may be,
as to such fact or matter, and such certificate shall constitute full protection
to the Subordination Agent for any action taken or omitted to be taken by it in
good faith in reliance thereon. The Subordination Agent shall assume, and shall
be fully protected in assuming, that each of the Liquidity Providers, the Policy
Provider and each of the Trustees are authorized to enter into this Agreement
and to take all action to be taken by them pursuant to the provisions hereof,
and shall not inquire into the authorization of each of the Liquidity Providers,
the Policy Provider and Trustees with respect thereto. In the administration of
the trusts hereunder, the Subordination Agent may execute any of the trusts or
powers hereof and perform its powers and duties hereunder directly or through
agents or attorneys and may consult with counsel, accountants and other skilled
persons to be selected and retained by it, and the Subordination Agent shall not
be liable for the acts or omissions of any agent appointed with due care or for
anything done, suffered or omitted in good faith by it in accordance with the
advice or written opinion of any such counsel, accountants or other skilled
persons.

                  SECTION 6.6. Capacity in Which Acting. The Subordination Agent
acts hereunder solely as agent and trustee herein and not in its individual
capacity, except as otherwise expressly provided in the Operative Agreements.

                  SECTION 6.7. Compensation. The Subordination Agent shall be
entitled to reasonable compensation, including reimbursement for reasonable
expenses and disbursements, except with respect to any Unindemnified Taxes
incurred by the Subordination Agent in connection with the transactions
contemplated by this Agreement for all services rendered hereunder and shall
have a priority claim to the extent set forth in Article III hereof on all
monies collected hereunder for the payment of such compensation (other than any
Unindemnified Taxes), to the extent that such compensation shall not be paid by
others. The Subordination Agent agrees that it shall have no right against any
Trustee, Liquidity Provider or the Policy


                                       54
   58
Provider for any fee as compensation for its services as agent under this
Agreement. The provisions of this Section 6.7 shall survive the termination of
this Agreement.

                  SECTION 6.8. May Become Certificateholder. The institution
acting as Subordination Agent hereunder may become a Certificateholder and have
all rights and benefits of a Certificateholder to the same extent as if it were
not the institution acting as the Subordination Agent.

                  SECTION 6.9. Subordination Agent Required; Eligibility. There
shall at all times be a Subordination Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any State or the District of Columbia having a combined capital
and surplus of at least $100,000,000 (or the obligations of which, whether now
in existence or hereafter incurred, are fully and unconditionally guaranteed by
a corporation organized and doing business under the laws of the United States
of America, any State thereof or of the District of Columbia and having a
combined capital and surplus of at least $100,000,000), if there is such an
institution willing and able to perform the duties of the Subordination Agent
hereunder upon reasonable or customary terms. Such corporation shall be a
citizen of the United States and shall be authorized under the laws of the
United States or any State thereof or of the District of Columbia to exercise
corporate trust powers and shall be subject to supervision or examination by
federal, state or District of Columbia authorities. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of any of the aforesaid supervising or examining authorities, then,
for the purposes of this Section 6.9, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

                  In case at any time the Subordination Agent shall cease to be
eligible in accordance with the provisions of this Section, the Subordination
Agent shall resign immediately in the manner and with the effect specified in
Section 8.1.

                  SECTION 6.10. Money to Be Held in Trust. All Equipment Notes,
monies and other property deposited with or held by the Subordination Agent
pursuant to this Agreement shall be held in trust for the benefit of the parties
entitled to such Equipment Notes, monies and other property. All such Equipment
Notes, monies or other property shall be held in the Trust Department of the
institution acting as Subordination Agent hereunder.

                                   ARTICLE VII

                     INDEMNIFICATION OF SUBORDINATION AGENT

                  SECTION 7.1. Scope of Indemnification. The Subordination Agent
shall be indemnified hereunder to the extent and in the manner described in
Section 9.1 of the Participation Agreements and Section 6 of the Note Purchase
Agreement. The indemnities contained in such Sections of such agreements shall
survive the resignation or removal of the Subordination Agent and the
termination of this Agreement.


                                       55
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                                  ARTICLE VIII

                          SUCCESSOR SUBORDINATION AGENT

                  SECTION 8.1. Replacement of Subordination Agent; Appointment
of Successor. The Subordination Agent may resign at any time by so notifying
each Trustee, each Liquidity Provider and the Policy Provider. The Controlling
Party may remove the Subordination Agent for cause by so notifying the
Subordination Agent and may appoint a successor Subordination Agent. The
Controlling Party shall remove the Subordination Agent if:

                  (1) the Subordination Agent fails to comply with Section 6.9
         hereof;

                  (2) the Subordination Agent is adjudged bankrupt or insolvent;

                  (3) a receiver or other public officer takes charge of the
         Subordination Agent or its property; or

                  (4) the Subordination Agent otherwise becomes incapable of
         acting.

                  If the Subordination Agent resigns or is removed or if a
vacancy exists in the office of Subordination Agent for any reason (the
Subordination Agent in such event being referred to herein as the retiring
Subordination Agent), the Controlling Party shall promptly appoint a successor
Subordination Agent.

                  A successor Subordination Agent shall deliver (x) a written
acceptance of its appointment as Subordination Agent hereunder to the retiring
Subordination Agent and (y) a written assumption of its obligations hereunder
and under each Liquidity Facility and the Policy Provider Agreement to each
party hereto, upon which the resignation or removal of the retiring
Subordination Agent shall become effective, and the successor Subordination
Agent shall have all the rights, powers and duties of the Subordination Agent
under this Agreement. The successor Subordination Agent shall mail a notice of
its succession to the Liquidity Providers, the Policy Provider and the Trustees.
The retiring Subordination Agent shall promptly transfer its rights under each
of the Liquidity Facilities and all of the property held by it as Subordination
Agent to the successor Subordination Agent.

                  If a successor Subordination Agent does not take office within
60 days after the retiring Subordination Agent resigns or is removed, the
retiring Subordination Agent or one or more of the Trustees may petition any
court of competent jurisdiction for the appointment of a successor Subordination
Agent.

                  If the Subordination Agent fails to comply with Section 6.9
hereof (to the extent applicable), one or more of the Trustees, one or more of
the Liquidity Providers or the Policy Provider may petition any court of
competent jurisdiction for the removal of the Subordination Agent and the
appointment of a successor Subordination Agent.

                  Notwithstanding the foregoing, no resignation or removal of
the Subordination Agent shall be effective unless and until a successor has been
appointed. No appointment of a


                                       56
   60
successor Subordination Agent shall be effective unless and until the Rating
Agencies shall have delivered a Ratings Confirmation.

                                   ARTICLE IX

                           SUPPLEMENTS AND AMENDMENTS

                  SECTION 9.1. Amendments, Waivers, etc. (a) This Agreement may
not be supplemented, amended or modified without the consent of each Trustee
(acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y)
hereof with respect to any Replacement Liquidity Facility, or any amendment
contemplated by the last sentence of this Section 9.1(a), with the consent of
holders of Certificates of the related Class evidencing interests in the related
Trust aggregating not less than a majority in interest in such Trust or as
otherwise authorized pursuant to the relevant Trust Agreement), the
Subordination Agent, each Liquidity Provider and the Policy Provider; provided,
however, that this Agreement may be supplemented, amended or modified without
the consent of (x) any Trustee if such supplement, amendment or modification (i)
is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or
inconsistency or does not materially adversely affect such Trustee or the
holders of the related Class of Certificates and (y) any Liquidity Provider or
the Policy Provider if such supplement, amendment or modification is in
accordance with Section 9.1(c) hereof; provided further, however, that, if such
supplement, amendment or modification (A) would (x) directly or indirectly
modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e),
Section 3.6(f), Section 3.6(l), the last sentence of this Section 9.1(a), the
second sentence of Section 10.6 or this proviso (collectively, the "America West
Provisions") or (y) otherwise adversely affect the interests of a potential
Replacement Liquidity Provider or of America West with respect to its ability to
replace any Liquidity Facility or with respect to its payment obligations under
any Operative Agreement or (B) is made pursuant to the last sentence of this
Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or
modification shall not be effective without the additional written consent of
America West. Notwithstanding the foregoing, without the consent of each
Certificateholder and each Liquidity Provider and the Policy Provider, no
supplement, amendment or modification of this Agreement may (i) reduce the
percentage of the interest in any Trust evidenced by the Certificates issued by
such Trust necessary to consent to modify or amend any provision of this
Agreement or to waive compliance therewith or (ii) except as provided in Section
9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or
3.3 hereof, relating to the distribution of monies received by the Subordination
Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities
or the Policy. Nothing contained in this Section shall require the consent of a
Trustee at any time following the payment of Final Distributions with respect to
the related Class of Certificates. If the Replacement Liquidity Facility for any
Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised
of more than one instrument as contemplated by the definition of the term
"Replacement Liquidity Facility", then each of the parties hereto agrees to
amend this Agreement to incorporate appropriate mechanics for multiple Liquidity
Facilities for an individual Trust.

                  (b) In the event that the Subordination Agent, as the
registered holder of any Equipment Notes, receives a request for its consent to
any amendment, modification, consent or waiver under such Equipment Notes, the
Indenture pursuant to which such Equipment Notes were issued, or the related
Lease, Participation Agreement or other related document, (i) if no


                                       57
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Indenture Event of Default shall have occurred and be continuing with respect to
such Indenture, the Subordination Agent shall request directions with respect to
each Series of such Equipment Notes from the Trustee of the Trust which holds
such series of such Equipment Notes and shall vote or consent in accordance with
the directions of such Trustee except that so long as the Final Distribution on
the Class G Certificates has not been made or any Policy Provider Obligations
remain outstanding and no Policy Provider Default shall have occurred and be
continuing, the Subordination Agent shall request directions from the Policy
Provider rather than the Class G Trustee with respect to the Series G Equipment
Notes held in the Class G Trust, and (ii) if any Indenture Event of Default
(which, in the case of any Indenture pertaining to a Leased Aircraft, has not
been cured by the applicable Owner Trustee or the applicable Owner Participant,
if applicable, pursuant to Section 4.03 of such Indenture) shall have occurred
and be continuing with respect to such Indenture, the Subordination Agent will
exercise its voting rights as directed by the Controlling Party, subject to
Sections 4.1 and 4.4 hereof; provided that no such amendment, modification or
waiver shall, without the consent of each Liquidity Provider and the Policy
Provider, reduce the amount of rent, supplemental rent or stipulated loss values
payable by America West under any Lease or reduce the amount of principal or
interest payable by America West under any Equipment Note issued under any
Indenture in respect of an Owned Aircraft.

                  (c) If, with respect to any Aircraft, Class D Certificates are
re-issued, such re-issued Class D Certificates shall be subject to all of the
provisions of this Agreement in the same manner as the initially issued Class D
Certificates, including, the subordination of such Class D Certificates to the
Class G Certificates and the Class C Certificates and the provisions relating to
priority of distributions hereunder. No such re-issuance of Class D Certificates
shall materially adversely affect any Trustee, the Liquidity Provider, the
Policy Provider or the holders of any Class of Certificates. This Agreement
shall be amended by written agreement of America West and the Subordination
Agent to give effect to the re-issuance of any Class D Certificates as follows:

                  (i) the definition of "Class D Certificates" shall be revised,
         as appropriate, to reflect such re-issuance and the definitions of
         "Final Legal Distribution Date," "LTV Ratio," and "Stated Interest
         Rate" shall be amended to specify the applicable Final Legal
         Distribution Date, LTV Ratio and Stated Interest Rate, respectively,
         for such re-issued Class D Certificates; and

                  (ii) such other provisions shall be revised as shall be
         necessary to provide for distributions on the Class D Certificates
         after payment of all relevant distributions on the Class G Certificates
         and the Class C Certificates.

                  If, with respect to any Aircraft, Series D Equipment Notes are
re-issued, this Agreement shall be amended (to the extent this Agreement does
not already so provide) by written agreement of America West and the
Subordination Agent to (i) provide for each holder of a Series D Equipment Note
to be bound by the provisions of Section 2.6 hereof so that the Controlling
Party shall, among other things, be entitled to direct the Loan Trustee as
provided therein (and such Series D Equipment Notes shall make effective
provision therefor so as to bind each holder thereof to such provisions of
Section 2.6 hereof) and (ii) to revise the definition of "Controlling Party", as
appropriate, to reflect the re-issuance of the Series D Equipment Notes (and the
prior rights, as against the holders of such Series D Equipment Notes, of the
Policy


                                       58
   62
Provider, Class G Trustee and the Class C Trustee to be such "Controlling
Party"). No such amendment shall materially adversely affect any Trustee, any
Liquidity Provider or the Policy Provider. Any re-issuance of Series D Equipment
Notes at any time shall require Ratings Confirmation.

                  SECTION 9.2. Subordination Agent Protected. If, in the
reasonable opinion of the institution acting as the Subordination Agent
hereunder, any document required to be executed pursuant to the terms of Section
9.1 adversely affects any right, duty, immunity or indemnity with respect to it
under this Agreement, any Liquidity Facility or the Policy, the Subordination
Agent may in its discretion decline to execute such document.

                  SECTION 9.3. Effect of Supplemental Agreements. Upon the
execution of any amendment, consent or supplement hereto pursuant to the
provisions hereof, this Agreement shall be and be deemed to be and shall be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Agreement
of the parties hereto and beneficiaries hereof shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
agreement shall be and be deemed to be and shall be part of the terms and
conditions of this Agreement for any and all purposes. In executing or accepting
any supplemental agreement permitted by this Article IX, the Subordination Agent
shall be entitled to receive at its cost, and shall be fully protected in
relying upon, an opinion of counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.

                  SECTION 9.4. Notice to Rating Agencies. Promptly following its
receipt of each amendment, consent, modification, supplement or waiver
contemplated by this Article IX, the Subordination Agent shall send a copy
thereof to each Rating Agency.

                                    ARTICLE X

                                  MISCELLANEOUS

                  SECTION 10.1. Termination of Intercreditor Agreement.
Following payment of Final Distributions with respect to each Class of
Certificates and the payment in full of all Liquidity Obligations to the
Liquidity Providers and all Policy Provider Obligations to the Policy Provider
and provided that there shall then be no other amounts due to the
Certificateholders, the Trustees, the Liquidity Providers, the Policy Provider
and the Subordination Agent hereunder or under the Trust Agreements, and that
the commitment of the (i) Liquidity Providers under the Liquidity Facilities and
(ii) Policy Provider under the Policy shall have expired or been terminated,
this Agreement and the trusts created hereby shall terminate and this Agreement
shall be of no further force or effect. Except as aforesaid or otherwise
provided, this Agreement and the trusts created hereby shall continue in full
force and effect in accordance with the terms hereof.

                  SECTION 10.2. Intercreditor Agreement for Benefit of Trustees,
Liquidity Providers, the Policy Provider and Subordination Agent. Subject to the
second sentence of Section 10.6 and the provisions of Sections 4.4 and 9.1,
nothing in this Agreement, whether


                                       59
   63
express or implied, shall be construed to give to any Person other than the
Trustees, the Liquidity Providers, the Policy Provider and the Subordination
Agent any legal or equitable right, remedy or claim under or in respect of this
Agreement.

                  SECTION 10.3. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices, requests, demands, authorizations,
directions, consents, waivers or documents provided or permitted by this
Agreement to be made, given, furnished or filed shall be in writing, mailed by
certified mail, postage prepaid, or by confirmed telecopy and

                  (i)      if to the Subordination Agent, addressed to at its
                           office at:

                           WILMINGTON TRUST COMPANY
                           Rodney Square North
                           1100 N. Market Street
                           Wilmington, DE  19890-0001

                           Attention:  Corporate Trust Administration
                           Telecopy:  (302) 651-8882

                  (ii)     if to any Trustee, addressed to it at its office at:

                           WILMINGTON TRUST COMPANY
                           Rodney Square North
                           1100 N. Market Street
                           Wilmington, DE  19890-0001

                           Attention:  Corporate Trust Administration
                           Telecopy:  (302) 651-8882

                  (iii)    if to the initial Liquidity Provider, addressed to it
                           at its office at:

                           Westdeutsche Landesbank Girozentrale
                           New York branch
                           1211 Avenue of the Americas
                           New York, New York 10036

                           Business/Credit Contact
                           Attention:  Transportation Finance
                                       Global Structured Finance/Americas
                           Telecopy:  212-869-7634

                           Operations Contact
                           Attention:  Philip Green
                                       Loan Administration
                           Telecopy:   212-302-7946


                                       60
   64
                  (iv)     if to the initial Policy Provider, addressed to it at
                           its office at:

                           Ambac Assurance Corporation
                           One State Street Plaza
                           New York, New York 10004
                           Attention: Surveillance Department
                           Telephone:  (212) 668-0340
                           Telecopy:  (212) 363-1459

                           with a copy to:
                           Attention:  General Counsel - Urgent
                           Telecopy:  (212) 208-3566

Whenever any notice in writing is required to be given by any Trustee, Liquidity
Provider, Policy Provider or the Subordination Agent to any of the other of
them, such notice shall be deemed given and such requirement satisfied when such
notice is received unless received outside of business hours, in which case on
the open of business on the next Business Day. A copy of any notice given by the
Trustee, the Liquidity Provider or the Subordination Agent shall be given to the
Policy Provider; provided that the failure to do so shall not impair the
validity of any such notice or the Policy Provider's obligations hereunder and
under the Policy. Any party hereto may change the address to which notices to
such party will be sent by giving notice of such change to the other parties to
this Agreement.

                  SECTION 10.4. Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  SECTION 10.5. No Oral Modifications or Continuing Waivers. No
terms or provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party or
other Person against whom enforcement of the change, waiver, discharge or
termination is sought and any other party or other Person whose consent is
required pursuant to this Agreement and any waiver of the terms hereof shall be
effective only in the specific instance and for the specific purpose given.

                  SECTION 10.6. Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit of,
each of the parties hereto and the successors and assigns of each, all as herein
provided. In addition, the America West Provisions shall inure to the benefit of
America West and its successors and assigns, and (without limitation of the
foregoing) America West is hereby constituted, and agreed to be, an express
third party beneficiary of the America West Provisions. Upon the occurrence of
the Transfers contemplated by the Assignment and Assumption Agreements, the
Trustee of each Class shall (without any further act) be deemed to have
transferred all of its rights, title and interest in and to this Agreement to
the trustee of the Successor Trust of the same Class and, thereafter, the
trustee of each Successor Trust shall be deemed to be the "Trustee" of such
Successor Trust with the rights and obligations of a "Trustee" hereunder and
under the other


                                       61
   65
Operative Agreements and each reference to a Trust of any Class herein shall be
deemed a reference to the Successor Trust of such Class.

                  SECTION 10.7. Headings. The headings of the various Articles
and Sections herein and in the table of contents hereto are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

                  SECTION 10.8. Counterpart Form. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same agreement.

                  SECTION 10.9. Subordination. (a) As between the Liquidity
Providers and the Policy Provider, on the one hand, and the Trustees and the
Certificateholders, on the other hand, and as among the Trustees, this Agreement
shall be a subordination agreement for purposes of Section 510 of the United
States Bankruptcy Code, as amended from time to time.

                  (b) Notwithstanding the provisions of this Agreement, if prior
to the payment in full to the (i) Liquidity Providers of all Liquidity
Obligations then due and payable and (ii) Policy Provider of all Policy Provider
Obligations then due and payable, any party hereto shall have received any
payment or distribution in respect of Equipment Notes or any other amount under
the Indentures or other Operative Agreements which, had the subordination
provisions of this Agreement been properly applied to such payment, distribution
or other amount, would not have been distributed to such Person, then such
payment, distribution or other amount shall be received and held in trust by
such Person and paid over or delivered to the Subordination Agent for
application as provided herein.

                  (c) If any Trustee, any Liquidity Provider, the Policy
Provider or the Subordination Agent receives any payment in respect of any
obligations owing hereunder (or, in the case of the Liquidity Providers or the
Policy Provider, in respect of the Liquidity Obligations or the Policy Provider
Obligations, as the case may be), which is subsequently invalidated, declared
preferential, set aside and/or required to be repaid to a trustee, receiver or
other party, then, to the extent of such payment, such obligations (or, in the
case of the Liquidity Providers or the Policy Provider, such Liquidity
Obligations or Policy Provider Obligations, as the case may be) intended to be
satisfied shall be revived and continue in full force and effect as if such
payment had not been received.

                  (d) The Trustees (on behalf of themselves and the holders of
Certificates), the Liquidity Providers, the Policy Provider and the
Subordination Agent confirm that the payment priorities specified in Sections
2.4, 3.2 and 3.3 shall apply in all circumstances, notwithstanding the fact that
the obligations owed to the Trustees and the holders of Certificates are secured
by certain assets and the Liquidity Obligations and Policy Provider Obligations
may not be so secured. The Trustees expressly agree (on behalf of themselves and
the holders of Certificates) not to assert priority over the holders of
Liquidity Obligations or Policy Provider Obligations (except as specifically set
forth in Sections 2.4, 3.2 or 3.3) due to their status as secured creditors in
any bankruptcy, insolvency or other legal proceeding.


                                       62
   66
                  (e) Each of the Trustees (on behalf of themselves and the
holders of Certificates), the Liquidity Providers, the Policy Provider and the
Subordination Agent may take any of the following actions without impairing its
rights under this Agreement:

                  (i) obtain a Lien on any property to secure any amounts owing
         to it hereunder, including, in the case of the Liquidity Providers and
         the Policy Provider, the Liquidity Obligations or the Policy Provider
         Obligations, as the case may be,

                  (ii) obtain the primary or secondary obligation of any other
         obligor with respect to any amounts owing to it hereunder, including,
         in the case of the Liquidity Providers and the Policy Provider, any of
         the Liquidity Obligations or the Policy Provider Obligations, as the
         case may be,

                  (iii) renew, extend, increase, alter or exchange any amounts
         owing to it hereunder, including, in the case of the Liquidity
         Providers and the Policy Provider, any of the Liquidity Obligations or
         the Policy Provider Obligations, as the case may be, or release or
         compromise any obligation of any obligor with respect thereto,

                  (iv) refrain from exercising any right or remedy, or delay in
         exercising such right or remedy, which it may have, or

                  (v) take any other action which might discharge a subordinated
         party or a surety under applicable law;

provided, however, that the taking of any such actions by any of the Trustees,
the Liquidity Providers, the Policy Provider or the Subordination Agent shall
not prejudice the rights or adversely affect the obligations of any other party
under this Agreement.

                  SECTION 10.10. Governing Law. THIS AGREEMENT SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

                  SECTION 10.11. Submission to Jurisdiction; Waiver of Jury
Trial; Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably and
unconditionally:

                   (i) submits for itself and its property in any legal action
         or proceeding relating to this Agreement or any other Operative
         Agreement, or for recognition and enforcement of any judgment in
         respect hereof or thereof, to the nonexclusive general jurisdiction of
         the courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and the appellate courts
         from any thereof;

                  (ii) consents that any such action or proceeding may be
         brought in such courts, and waives any objection that it may now or
         hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;


                                       63
   67
                 (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to each party hereto at its address set forth in Section 10.3
         hereof, or at such other address of which the other parties shall have
         been notified pursuant thereto; and

                  (iv) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction.

                  (b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED,
including, without limitation, contract claims, tort claims, breach of duty
claims and all other common law and statutory claims. Each of the parties
warrants and represents that it has reviewed this waiver with its legal counsel,
and that it knowingly and voluntarily waives its jury trial rights following
consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

                  (c) Each Liquidity Provider hereby waives any immunity it may
have from the jurisdiction of the courts of the United States of America or any
State and waives any immunity any of its properties located in the United States
of America may have from attachment or execution upon a judgment entered by any
such court under the United States Foreign Sovereign Immunities Act of 1976 or
any similar successor legislation.


                                       64
   68
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written, and acknowledge that
this Agreement has been made and delivered in the City of New York, and this
Agreement has become effective only upon such execution and delivery.

                                  WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Trustee for each of the Trusts


                                  By  /s/ W. Chris Sponenberg
                                    --------------------------------------------
                                       Name:     W. Chris Sponenberg
                                       Title:    Assistant Vice President

                                  WESTDEUTSCHE LANDESBANK
                                  GIROZENTRALE, acting through its New York
                                       branch,
                                       as Class G Liquidity Provider and Class C
                                       Liquidity Provider


                                  By  /s/ Brigitte Thieme
                                    --------------------------------------------
                                       Name:     Brigitte Thieme
                                       Title:    Managing Director


                                  By  /s/ Alfred Heynen
                                    --------------------------------------------
                                       Name:     Alfred Heynen
                                       Title:    Associate Director

                                  AMBAC ASSURANCE CORPORATION,
                                       as Policy Provider


                                  By  /s/ David B. Nemschoff
                                    --------------------------------------------
                                       Name:     David B. Nemschoff
                                       Title:    Managing Director

                                  WILMINGTON TRUST COMPANY,
                                       not in its individual
                                       capacity except as
                                       expressly set forth
                                       herein but solely as
                                       Subordination Agent
                                       and trustee


                                  By  /s/ W. Chris Sponenberg
                                    --------------------------------------------
                                       Name:     W. Chris Sponenberg
                                       Title:    Assistant Vice President

EX-4.13

   1
                                    EXHIBIT 4.13                  EXECUTION COPY


                   Exchange and Registration Rights Agreement

                            Dated as of May 17, 2001

                                      among

                          America West Airlines, Inc.,

                            Wilmington Trust Company,

                    not in its individual capacity but solely

                                as Trustee under

                              America West Airlines

                       Pass Through Trust, Series 2001-1G,

                              America West Airlines

                       Pass Through Trust, Series 2001-1C

                                       and

                              America West Airlines

                       Pass Through Trust, Series 2001-1D

                                       and

                           Salomon Smith Barney Inc.,

                         Deutsche Banc Alex. Brown Inc.,

                            Mizuho International plc,

                         Banc One Capital Markets, Inc.,

                       Tokyo-Mitsubishi International plc
   2
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


               THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (the "Agreement")
is made and entered into as of May 17, 2001, among America West Airlines, Inc.,
a Delaware corporation (the "Company"), Wilmington Trust Company, not in its
individual capacity but solely as trustee under each of the Original Trusts (as
defined below), Salomon Smith Barney Inc., Deustche Banc Alex. Brown Inc.,
Mizuho International plc., Banc One Capital Markets, Inc. and Tokyo-Mitsubishi
International plc (collectively, the "Initial Purchasers").

               This Agreement is made pursuant to the Purchase Agreement dated
May 10, 2001 among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides that the Trustee will issue and sell $325,143,000
principal amount of the pass through certificates of the Class G Trust (as
defined below), $57,021,000 principal amount of the pass through certificates of
the Class C Trust (as defined below) and $45,000,000 principal amount of the
pass through certificates of the Class D Trust (as defined below) (the Class G
Trust, Class C Trust and the Class D Trust together, the "Original Trusts" and
such pass through certificates of the Original Trusts, together, the "Initial
Certificates"), in each case with Escrow Receipts (as defined below) attached
thereto. On the Transfer Date (as defined below), and after satisfaction of the
conditions set forth in the Pass Through Trust Agreements (as defined below),
each of the Original Trusts will transfer and assign all of its assets and
rights to a newly-created successor trust with substantially identical terms
(together, the "Successor Trusts") and the Initial Certificates will be deemed
for all purposes of the Original Trusts and the Successor Trusts to be
certificates representing fractional undivided interests in the Successor Trusts
and their respective trust properties. In order to induce the Initial Purchasers
to enter into the Purchase Agreement, the Company has agreed to provide to the
Initial Purchasers and their direct and indirect transferees the exchange and
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.

               In consideration of the foregoing, the parties hereto agree as
follows:

               1. Definitions. The definitions set forth in this Agreement shall
apply equally to both singular and plural forms of the terms defined. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

               "1933 Act" shall mean the Securities Act of 1933, as amended from
time to time.

               "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

               "Agreement" shall have the meaning set forth in the preamble of
this Agreement.

               "Business Day" shall mean any day on which the New York Stock
Exchange, Inc. is open for trading and banks in The City of New York are open
for business; references to "day" shall mean a calendar day.
   3
                                       2

               "Class C Trust" shall mean the America West Airlines Pass Through
Trust, Series 2001-1C.

               "Class D Trust" shall mean the America West Airlines Pass Through
Trust, Series 2001-1D.

               "Class G Trust" shall mean the America West Airlines Pass Through
Trust, Series 2001-1G.

               "Closing Date" shall mean the Closing Date as defined in the
Purchase Agreement.

               "Company" shall have the meaning set forth in the preamble of
this Agreement and shall include the Company's successors.

               "Depositary Agreement" shall have the meaning set forth in the
Purchase Agreement.

               "DTC" shall mean the Depository Trust Company or any other
depositary appointed by the Company; provided, however, that any such depositary
must have an address in the Borough of Manhattan, in The City of New York.

               "Equipment Notes" shall mean the equipment notes that are the
property of the Trusts.

               "Escrow Receipts" shall have the meaning set forth in the
Purchase Agreement.

               "Exchange Certificates" shall mean the pass through certificates
issued under the Pass Through Trust Agreements or the Successor Pass Through
Trust Agreements, as the case may be, and otherwise containing terms identical
in all material respects to the Initial Certificates (except that, with respect
to the Exchange Certificates of each Trust, (i) interest thereon shall accrue as
set forth in Section 2(a) hereof, (ii) the transfer restrictions thereon shall
be eliminated, (iii) certain provisions relating to an increase in the stated
rate of interest thereon shall be eliminated and (iv) such Exchange Certificates
shall initially be available only in book-entry form) to be offered to Holders
of Initial Certificates in exchange for Initial Certificates pursuant to the
Exchange Offer.

               "Exchange Offer" shall mean the exchange offer by the Company of
Exchange Certificates for Registrable Certificates pursuant to Section 2(a)
hereof.

               "Exchange Offer Registration" shall mean a registration under the
1933 Act effected pursuant to Section 2(a) hereof.

               "Exchange Offer Registration Statement" shall mean a Registration
Statement on Form S-4 (or, if applicable, on another appropriate form) filed
with the SEC pursuant to
   4
                                       3

Section 2(a) of this Agreement, and all amendments and supplements to such
Registration Statement, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.

               "Holders" shall mean each of the Initial Purchasers, for so long
as they own any Registrable Certificates, and each of their successors, assigns
and direct and indirect transferees who become registered owners of Registrable
Certificates.

               "Initial Certificates" has the meaning set forth in the preamble
of this Agreement.

               "Initial Purchasers" shall have the meaning set forth in the
preamble of this Agreement.

               "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Certificates; provided
that whenever the consent or approval of Holders of a specified percentage of
Registrable Certificates is required hereunder, Registrable Certificates held by
the Company or any of its "affiliates" (as such term is defined in Rule 405
under the 1933 Act) (other than the Initial Purchasers or subsequent holders of
Registrable Certificates if such subsequent holders are deemed to be affiliates
solely by reason of their holding of such Registrable Certificates) shall be
disregarded in determining whether such consent or approval was given by the
Holders of such required percentage or amount.

               "NASD" shall mean the National Association of Securities Dealers,
Inc.

               "Original Trusts" shall have the meaning set forth in the
preamble of this Agreement.

               "Participating Broker-Dealer" shall have the meaning set forth in
Section 3(f) of this Agreement.

               "Pass Through Trust Agreements" shall mean each of the Pass
Through Trust Agreements relating to the Initial Certificates between the
Company and each Trustee, as may be amended from time to time in accordance with
the terms thereof.

               "Person" shall mean an individual, partnership, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.

               "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Certificates covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.
   5
                                       4

               "Purchase Agreement" shall have the meaning set forth in the
preamble of this Agreement.

               "Registrable Certificates" shall mean the Initial Certificates;
provided, however, that the Initial Certificates shall cease to be Registrable
Certificates when (i) a Shelf Registration Statement with respect to such
Initial Certificates shall have been declared effective under the 1933 Act and
such Initial Certificates shall have been disposed of pursuant to such Shelf
Registration Statement, (ii) such Initial Certificates shall have been sold to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the 1933 Act or may then be sold to the public pursuant to
paragraph (k) of said Rule 144 (or any similar provision then in force) by
Holders other than "affiliates" or former "affiliates" (as such term is defined
in paragraph (a) of Rule 144) of the Company, (iii) such Initial Certificates
shall have ceased to be outstanding or (iv) such Initial Certificates have been
exchanged for Exchange Certificates upon consummation of the Exchange Offer.

               "Registration Default" shall have the meaning set forth in
Section 2(b) of this Agreement.

               "Registration Event" shall mean the declaration of the
effectiveness by the SEC of an Exchange Offer Registration Statement or a Shelf
Registration Statement.

               "Registration Expenses" shall mean any and all reasonable
expenses incident to performance of or compliance by the Company and the
Trustees with this Agreement, including without limitation: (i) all SEC, stock
exchange or NASD registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state or other securities or blue
sky laws and compliance with the rules of the NASD (including reasonable fees
and disbursements of counsel for any underwriters or Holders in connection with
state or other securities or blue sky qualification of any of the Exchange
Certificates or Registrable Certificates), (iii) all expenses incurred by the
Company in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Certificates on
any securities exchange or exchanges, (vi) all fees and disbursements relating
to the qualification of the Pass Through Trust Agreements and the Successor Pass
Through Trust Agreements under applicable securities laws, (vii) the fees and
disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, (viii) the reasonable fees and expenses of the Trustees, including
their counsel, and any escrow agent or custodian, (ix) in the case of a Shelf
Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and
   6
                                       5

which counsel may also be counsel for the Initial Purchasers) and (x) any
reasonable fees and disbursements of the underwriters, if any, in connection
with any Shelf Registration Statement, and the reasonable fees and expenses of
any special experts retained by the Company in connection with any Registration
Statement, in each case as are customarily required to be paid by issuers, but
excluding (with respect to clauses (iii) through (x) above) fees of counsel to
the underwriters (other than fees and expenses set forth in clause (ii) above)
or the Holders and underwriting discounts and commissions and transfer taxes, if
any relating to the sale or disposition of Registrable Certificates by a Holder.

               "Registration Statement" shall mean any registration statement of
the Company which covers any of the Exchange Certificates or Registrable
Certificates pursuant to the provisions of this Agreement, and all amendments
and supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

               "SEC" shall mean the Securities and Exchange Commission, as from
time to time constituted or created under the United States Securities Exchange
Act of 1934, as amended, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the TIA, then the body performing such duties on such date.

               "Shelf Registration" shall mean a registration under the 1933 Act
effected pursuant to Section 2(b) hereof.

               "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) of this
Agreement which covers some or all of the Registrable Certificates (but no other
securities unless approved by the Holders whose Registrable Certificates are
covered by such Shelf Registration Statement) on an appropriate form under Rule
415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

               "Staff" shall mean the Staff of the Division of Corporation
Finance of the SEC.

               "Successor Pass Through Trust Agreements" shall mean each of the
Successor Pass Through Trust Agreements entered into on the date hereof between
the Company and each Trustee forming the Successor Trusts, as may be amended
from time to time in accordance with the terms thereof.

               "Successor Trusts" shall have the meaning set forth in the
preamble of this Agreement.
   7
                                       6

               "TIA" shall have the meaning set forth in Section 3(l) of this
Agreement.

               "Transfer Date" shall have the meaning set forth in the Purchase
Agreement.

               "Trustees" shall mean the trustees under the Pass Through Trust
Agreements or the Successor Pass Through Trust Agreements, as the case may be.

               "Trusts" shall mean the Class G Trust, the Class C Trust and the
Class D Trust, or the Successor Trusts, as the case may be.

               2. Registration under the 1933 Act. (a) Exchange Offer
Registration. To the extent not prohibited by any applicable law or applicable
interpretation of the Staff, the Company shall use its best efforts (A) to file
with the SEC within 120 days after the Closing Date an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Certificates for Exchange Certificates, (B) to
cause such Exchange Offer Registration Statement to be declared effective by the
SEC within 180 days after the Closing Date, (C) to cause such Registration
Statement to remain effective until the closing of the Exchange Offer and (D) to
consummate the Exchange Offer within 210 days after the Closing Date. Upon the
effectiveness of the Exchange Offer Registration Statement, the Company shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder (other than Participating Broker-Dealers) eligible
and electing to exchange Registrable Certificates for Exchange Certificates
(assuming that such Holder is not an affiliate of the Company within the meaning
of Rule 405 under the 1933 Act, acquires the Exchange Certificates in the
ordinary course of such Holder's business and has no arrangements or
understandings with any person to participate in the Exchange Offer for the
purpose of distributing the Exchange Certificates) to trade such Exchange
Certificates from and after their receipt without any limitations or
restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.

               In connection with the Exchange Offer, the Company shall or shall
direct the Trustees to and the Trustee shall:

                              (i) mail to each Holder a copy of the Prospectus
               forming part of the Exchange Offer Registration Statement,
               together with an appropriate letter of transmittal and related
               documents;

                              (ii) keep the Exchange Offer open for not less
               than 30 days after the date notice thereof is mailed to the
               Holders (or longer if required by applicable law);

                              (iii) use the services of DTC for the Exchange
               Offer with respect to Initial Certificates evidenced by global
               certificates;

                              (iv) permit Holders to withdraw tendered
               Registrable Certificates at any time prior to the close of
               business, New York City time, on the last Business Day on which
               the
   8
               Exchange Offer shall remain open, by delivering to the
               institution specified in the notice, a telegram, telex, facsimile
               transmission or letter setting forth the name of such Holder, the
               principal amount of Registrable Certificates delivered for
               exchange, and a statement that such Holder is withdrawing its
               election to have such Registrable Certificates exchanged;

                              (v) use its best efforts to ensure that (i) any
               Exchange Offer Registration Statement and any amendment thereto
               and any Prospectus forming part thereof and any supplement
               thereto complies in all material respects with the 1933 Act and
               the rules and regulations thereunder, (ii) any Exchange Offer
               Registration Statement and any amendment thereto does not, when
               it becomes effective, contain an untrue statement of a material
               fact or omit to state a material fact required to be stated
               therein or necessary to make the statements therein not
               misleading and (iii) any Prospectus forming part of any Exchange
               Offer Registration Statement, and any supplement to such
               Prospectus (as amended or supplemented from time to time), does
               not, prior to the consummation of the Exchange Offer, include an
               untrue statement of a material fact or omit to state a material
               fact necessary in order to make the statements, in light of the
               circumstances under which they were made, not misleading; and

                              (vi) otherwise comply in all respects with all
               applicable laws relating to the Exchange Offer.

               As soon as practicable after the close of the Exchange Offer, the
Company shall or shall direct the Trustees to and the Trustees shall:

                              (i) accept for exchange Registrable Certificates
               duly tendered and not validly withdrawn pursuant to the Exchange
               Offer in accordance with the terms of the Exchange Offer
               Registration Statement and the letter of transmittal which is an
               exhibit thereto;

                              (ii) cancel or cause to be canceled all
               Registrable Certificates so accepted for exchange by the Company;
               and

                              (iii) promptly cause to be authenticated and
               delivered Exchange Certificates to each Holder of Registrable
               Certificates equal in amount to the Registrable Certificates of
               such Holder so accepted for exchange.


               Interest on each Exchange Certificate will accrue from the last
date on which interest was paid on the Registrable Certificates surrendered in
exchange therefor or, if no interest has been paid on the Registrable
Certificates, from the Closing Date. The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the Staff. Each Holder of Registrable Certificates (other than
Participating Broker-Dealers) who wishes to exchange such Registrable
Certificates for Exchange Certificates in the Exchange Offer shall represent
that (i) it is not an "affiliate" of the Company or the Trustee within the
meaning of Rule 405 under the 1933 Act, (ii) any Exchange Certificates to be
received by it were
   9
                                       8

acquired in the ordinary course of business and (iii) it has no arrangement with
any Person to participate in the distribution (within the meaning of the 1933
Act) of the Exchange Certificates.

               (b) Shelf Registration. (i) If, because of any change in law or
applicable interpretations thereof by the Staff, the Company is not permitted to
effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for
any other reason the Exchange Offer is not consummated within 210 days after the
Closing Date (a "Registration Default"), or (iii) if any Holder (other than an
Initial Purchaser) is not eligible to participate in the Exchange Offer or (iv)
upon the request of any Initial Purchaser (with respect to any Registrable
Certificates which it acquired directly from the Company) following the
consummation of the Exchange Offer if such Initial Purchaser shall hold
Registrable Certificates which it acquired directly from the Company and if such
Initial Purchaser is not permitted, in the opinion of counsel to such Initial
Purchaser, pursuant to applicable law or applicable interpretation of the Staff
to participate in the Exchange Offer, the Company shall, at its cost:

                              (A) as promptly as practicable, file with the SEC
               a Shelf Registration Statement relating to the offer and sale of
               the Registrable Certificates by the Holders from time to time in
               accordance with the methods of distribution elected by the
               Majority Holders of such Registrable Certificates and set forth
               in such Shelf Registration Statement, and use its best efforts to
               cause such Shelf Registration Statement to be declared effective
               by the SEC by the 180th day after the Closing Date in the event
               that the Company is not permitted to effect the Exchange Offer as
               contemplated by Section 2(a) hereof (or promptly if the Exchange
               Offer is not consummated within 210 days after the Closing Date
               or in the event of a request by any Holder pursuant to clause
               (iii) above or any Initial Purchaser pursuant to clause (iv)
               above). In the event that the Company is required to file a Shelf
               Registration Statement upon the request of any Holder (other than
               an Initial Purchaser) not eligible to participate in the Exchange
               Offer pursuant to clause (iii) above or upon the request of any
               Initial Purchaser pursuant to clause (iv) above, the Company
               shall file and use its best efforts to have declared effective by
               the SEC both an Exchange Offer Registration Statement pursuant to
               Section 2(a) with respect to all Registrable Certificates and a
               Shelf Registration Statement (which may be a combined
               Registration Statement with the Exchange Offer Registration
               Statement) with respect to offers and sales of Registrable
               Certificates held by such Holder or such Initial Purchaser after
               completion of the Exchange Offer. If the Company files a Shelf
               Registration Statement pursuant to Section 2(b)(i) or (ii)
               hereof, the Company will no longer be required to effect the
               Exchange Offer;

                              (B) use its best efforts to keep the Shelf
               Registration Statement continuously effective, in order to permit
               the Prospectus forming part thereof to be usable by Holders,
               until the end of the period referred to in Rule 144(k) or any
               successor provision thereof (or one year from the Closing Date if
               such Shelf Registration Statement is filed upon the request of
               any Initial Purchaser pursuant to clause (iv) above) or such
               shorter period as shall end when all of the Registrable
               Certificates covered by the Shelf Registration Statement have
               been sold pursuant to the Shelf Registration Statement or cease
               to be outstanding; and
   10
                                       9

                              (C) notwithstanding any other provisions hereof,
               use its best efforts to ensure that (i) any Shelf Registration
               Statement and any amendment thereto and any Prospectus forming
               part thereof and any supplement thereto complies in all material
               respects with the 1933 Act and the rules and regulations
               thereunder, (ii) any Shelf Registration Statement and any
               amendment thereto (in either case, other than with respect to
               information included therein in reliance upon or in conformity
               with information furnished to the Company by or on behalf of a
               Holder specifically for use therein (the "Holders' Information"))
               does not, when it becomes effective, contain an untrue statement
               of a material fact or omit to state a material fact required to
               be stated therein or necessary to make the statements therein not
               misleading and (iii) during the period in which the Shelf
               Registration Statement is effective any Prospectus forming part
               of any Shelf Registration Statement, and any supplement to such
               Prospectus (as amended or supplemented from time to time) (in any
               case, other than with respect to Holders' Information), does not
               include an untrue statement of a material fact or omit to state a
               material fact necessary in order to make the statements, in light
               of the circumstances under which they were made, not misleading.

               The Company further agrees, if necessary, to supplement or amend
the Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to Holders' Information and otherwise as required by Section 3(b)
below, to use all reasonable efforts to cause any such amendment to become
effective and such Shelf Registration Statement to become usable as soon as
practicable thereafter and to furnish to the Holders of Registrable Certificates
included in the Shelf Registration Statement copies of any such supplement or
amendment promptly after its being used or filed with the SEC.

               The Company shall be allowed a period of five days, beginning on
the first day a Registration Default occurs, to cure such Registration Default
before the Company will be required to comply with the requirements of Section
2(b).

               (c) Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders or Initial
Purchasers for the reasonable fees and disbursements of one firm or counsel
designated in writing by the Majority Holders to act as counsel for the Holders
of the Registrable Certificates in connection therewith. Each Holder shall pay
all expenses of its counsel, other than as set forth in the preceding sentence,
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Certificates pursuant to
the Shelf Registration Statement.

               (d) Effective Registration Statement. (i) The Company will be
deemed not to have used its best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if the Company
voluntarily takes any action that would result in any such Registration
Statement not being declared effective or in the Holders of Registrable
Certificates
   11
                                       10

covered thereby not being able to exchange or offer and sell such Registrable
Certificates during that period unless (A) such action is required by applicable
law or (B) such action is taken by the Company in good faith and for valid
business reasons (not including avoidance of the Company's obligations
hereunder), including, without limitation, the acquisition or divestiture of
assets, so long as the Company promptly complies with the requirements of
Section 3(j) hereof, if applicable.

               (ii) An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Certificates pursuant to a Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have been effective during the
period of such interference, until the offering of Registrable Certificates
pursuant to such Registration Statement may legally resume.

               (e) Increase in Interest Rate. In the event that no Registration
Event has occurred on or prior to the 210th day after the Closing Date, the
interest rate per annum payable in respect of the Initial Certificates shall be
increased by 0.50%, effective from and including such 210th day, to but
excluding the earlier of (i) the date on which a Registration Event occurs and
(ii) the date on which there cease to be any Registrable Certificates, which
additional interest shall be paid through a combination of an increase in the
interest rate per annum borne by the Equipment Notes of 0.50% and, if
applicable, an increase in the interest rate per annum payable on the Deposits
of 0.50% pursuant to the Depositary Agreements. In the event that the Shelf
Registration Statement ceases to be effective at any time during the period
specified by Section 2(b)(B) hereof for more than 60 days, whether or not
consecutive, during any 12-month period, the interest rate payable in respect of
the Initial Certificates shall be increased by 0.50% per annum from the 61st day
of the applicable 12-month period such Shelf Registration Statement ceases to be
effective until such time as the Shelf Registration Statement again becomes
effective (or, if earlier, the end of the period specified by Section 2(b)(B)
hereof), which additional interest shall be paid through a combination of an
increase in the interest rate per annum borne by the Equipment Notes of 0.50%
and, if applicable, an increase in the interest rate per annum payable on the
Deposits of 0.50% pursuant to the Depositary Agreements.

               (f) Specific Performance. Without limiting the remedies available
to the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, each Initial Purchaser or any Holder may obtain
such relief as may be required to specifically enforce the Company's obligations
under Section 2(a) and Section 2(b) hereof.
   12
                                       11

               3. Registration Procedures. In connection with the obligations of
the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall:

                              (a) prepare and file with the SEC a Registration
               Statement, within the time period specified in Section 2, on the
               appropriate form under the 1933 Act, which form (i) shall be
               selected by the Company, (ii) shall, in the case of a Shelf
               Registration, be available for the sale of the Registrable
               Certificates by the selling Holders thereof and (iii) shall
               comply as to form in all material respects with the requirements
               of the applicable form;

                              (b) prepare and file with the SEC such amendments
               and post-effective amendments to each Registration Statement as
               may be necessary under applicable law to keep such Registration
               Statement effective for the applicable period; cause each
               Prospectus to be supplemented by any required prospectus
               supplement, and as so supplemented to be filed pursuant to Rule
               424 under the 1933 Act;

                              (c) in the case of a Shelf Registration, (i)
               notify each Holder of Registrable Certificates when a Shelf
               Registration Statement with respect to the Registrable
               Certificates has been filed and advise such Holders that the
               distribution of Registrable Certificates will be made in
               accordance with the method elected by the Majority Holders; (ii)
               furnish to each Holder of Registrable Certificates included
               within the coverage of the Shelf Registration Statement at least
               one copy of such Shelf Registration Statement and any
               post-effective amendment thereto, including financial statements
               and schedules, and, if the Holder so requests in writing, all
               reports, other documents and exhibits filed with the SEC
               (including those incorporated by reference) at the expense of the
               Company, (iii) furnish to each Holder of Registrable Certificates
               included within the coverage of the Shelf Registration Statement,
               to counsel for the Holders and to each underwriter of an
               underwritten offering of Registrable Certificates, if any,
               without charge, as many copies of each Prospectus, including each
               preliminary Prospectus, and any amendment or supplement thereto
               as such Holder or underwriter may reasonably request in order to
               facilitate the public sale or other disposition of the
               Registrable Certificates; and (iv) subject to the last paragraph
               of this Section 3, consent to the use of the Prospectus or any
               amendment or supplement thereto by each of the selling Holders of
               Registrable Certificates included in the Shelf Registration
               Statement in connection with the offering and sale of the
               Registrable Certificates covered by the Prospectus or any
               amendment or supplement thereto;

                              (d) use its best efforts to register or qualify
               the Registrable Certificates or cooperate with the Holders of
               Registrable Certificates and their counsel in the registration or
               qualification of such Registrable Certificates under all
               applicable state securities or "blue sky" laws of such
               jurisdictions as any Holder of Registrable Certificates covered
               by a Registration Statement and each underwriter of an
               underwritten offering of Registrable Certificates shall
               reasonably request in writing, to cooperate with the Holders in
               connection with any filings required to be made with the NASD,
               and do any and all other
   13
               acts and things which may be reasonably necessary or advisable to
               enable such Holders to consummate the disposition in each such
               jurisdiction of such Registrable Certificates owned by such
               Holders; provided, however, that in no event shall the Company be
               required to (i) qualify as a foreign corporation or as a dealer
               in securities in any jurisdiction where it would not otherwise be
               required to qualify but for this Section 3(d) or (ii) take any
               action which would subject it to general service of process or
               taxation in any such jurisdiction if it is not then so subject;

                              (e) in the case of a Shelf Registration or in the
               case of an Exchange Registration, if the Company has received
               from a Participating Broker-Dealer the notice specified in
               Section 3(f)(A)(ii), notify each Holder of Registrable
               Certificates included in such Shelf Registration or such Exchange
               Registration and such Participating Broker-Dealer promptly and,
               if requested by such Holder, Participating Broker-Dealer or their
               counsel, confirm such advice in writing promptly (i) when a
               Registration Statement has become effective and when any
               post-effective amendments and supplements thereto become
               effective, (ii) of any request by the SEC or any state securities
               authority for post-effective amendments and supplements to a
               Registration Statement and Prospectus or for additional
               information after the Registration Statement has become
               effective, (iii) of the issuance by the SEC or any state
               securities authority of any stop order suspending the
               effectiveness of a Registration Statement or the initiation of
               any proceedings for that purpose, (iv) in the case of a Shelf
               Registration at the closing of any sale of Registrable
               Certificates if, between the effective date of a Shelf
               Registration Statement and such closing, the representations and
               warranties of the Company contained in any underwriting
               agreement, securities sales agreement or other similar agreement,
               if any, relating to such offering cease to be true and correct in
               all material respects, (v) of the receipt by the Company of any
               notification with respect to the suspension of the qualification
               of the Registrable Certificates for sale in any jurisdiction or
               the initiation or threatening of any proceeding for such purpose,
               (vi) of the happening of any material event or the discovery of
               any material facts during the period a Registration Statement is
               effective which makes any statement made in such Registration
               Statement or the related Prospectus untrue or which requires the
               making of any changes in such Registration Statement or
               Prospectus in order to make the statements therein (in the case
               of the Prospectus in light of the circumstances under which they
               were made) not misleading and (vii) of any determination by the
               Company that a post-effective amendment to a Registration
               Statement would be appropriate;

                              (f) (A) in the case of the Exchange Offer, (i)
               include in the Exchange Offer Registration Statement a "Plan of
               Distribution" section covering the use of the Prospectus included
               in the Exchange Offer Registration Statement by broker-dealers
               who have exchanged their Registrable Certificates for Exchange
               Certificates for the resale of such Exchange Certificates, (ii)
               furnish to each broker-dealer who has delivered to the Company a
               notice that they will be utilizing the Prospectus contained in
               the Exchange Offer Registration Statement to sell Exchange
               Certificates and is required to deliver a Prospectus and who
               agrees to be bound by the applicable terms of this Agreement,
               without charge, as many copies of each Prospectus included in the
               Exchange Offer
   14
                                       13

               Registration Statement, including any preliminary prospectus, and
               any amendment or supplement thereto, as such broker-dealer may
               reasonably request, (iii) include in the Exchange Offer
               Registration Statement a statement that any broker-dealer who
               holds Registrable Certificates acquired for its own account as a
               result of market-making activities or other trading activities (a
               "Participating Broker-Dealer"), and who receives Exchange
               Certificates for Registrable Certificates pursuant to the
               Exchange Offer, may be a statutory underwriter and must deliver a
               prospectus meeting the requirements of the 1933 Act in connection
               with any resale of such Exchange Certificates, (iv) subject to
               the last paragraph of Section 3, hereby consent to the use of the
               Prospectus forming part of the Exchange Offer Registration
               Statement or any amendment or supplement thereto, by any
               broker-dealer who has delivered the notice specified in clause
               (ii) above in connection with the sale or transfer of the
               Exchange Certificates covered by the Prospectus or any amendment
               or supplement thereto, and (v) include in the transmittal letter
               or similar documentation to be executed by an exchange offeree in
               order to participate in the Exchange Offer the following
               provision:

                              "If the undersigned is not a broker-dealer, the
                              undersigned represents that it is not engaged in,
                              and does not intend to engage in, a distribution
                              of Exchange Certificates. If the undersigned is a
                              broker-dealer that will receive Exchange
                              Certificates for its own account in exchange for
                              Registrable Certificates, it represents that the
                              Registrable Certificates to be exchanged for
                              Exchange Certificates were acquired by it as a
                              result of market-making activities or other
                              trading activities and acknowledges that it will
                              deliver a prospectus meeting the requirements of
                              the 1933 Act in connection with any resale of such
                              Exchange Certificates pursuant to the Exchange
                              Offer; however, by so acknowledging and by
                              delivering a prospectus, the undersigned will not
                              be deemed to admit that it is an "underwriter"
                              within the meaning of the 1933 Act";

                              (B) to the extent any Participating Broker-Dealer
               participates in the Exchange Offer, use its best efforts to cause
               to be delivered at the request of an entity representing the
               Participating Broker-Dealers (which entity shall be Morgan
               Stanley & Co. Incorporated, unless it elects not to act as such
               representative) only one, if any, "cold comfort" letter with
               respect to the Prospectus in the form existing on the last date
               for which exchanges are accepted pursuant to the Exchange Offer
               and with respect to each subsequent amendment or supplement, if
               any, effected during the period specified in clause (C) below;

                              (C) to the extent any Participating Broker-Dealer
               participates in the Exchange Offer, use its best efforts to
               maintain the effectiveness of the Exchange Offer Registration
               Statement for such period of time as any Participating
               Broker-Dealer must comply with the prospectus delivery
               requirements of the 1933 Act;
   15
               provided, however, that such period shall not exceed the 180-day
               period specified in clause (D) below; and

                              (D) not be required to amend or supplement the
               Prospectus contained in the Exchange Offer Registration Statement
               as would otherwise be contemplated by Section 3(b), or take any
               other action as a result of this Section 3(f), for a period
               exceeding 180 days after the last date for which exchanges are
               accepted pursuant to the Exchange Offer (as such period may be
               extended by the Company) and Participating Broker-Dealers shall
               not be authorized by the Company to, and shall not, deliver such
               Prospectus after such period in connection with resales
               contemplated by this Section 3;

                              (g) (A) in the case of an Exchange Offer, furnish
               counsel for the Initial Purchasers and (B) in the case of a Shelf
               Registration, furnish counsel for the Holders of Registrable
               Certificates copies of any request by the SEC or any state
               securities authority for amendments or supplements to a
               Registration Statement and Prospectus or for additional
               information;

                              (h) make every reasonable effort to obtain the
               withdrawal of any order suspending the effectiveness of a
               Registration Statement as soon as practicable;

                              (i) unless any Registrable Certificates are in
               book entry form only, in the case of a Shelf Registration, cause
               the Trustees to cooperate with the selling Holders of Registrable
               Certificates to facilitate the timely preparation and delivery of
               certificates representing Registrable Certificates to be sold
               free from any restrictive legends; and cause such Registrable
               Certificates to be in such denominations (consistent with the
               provisions of the Pass Through Trust Agreements or the Successor
               Pass Through Trust Agreements, as the case may be) and registered
               in such names as the selling Holders or the underwriters, if any,
               may reasonably request at least two Business Days prior to the
               closing of any sale of Registrable Certificates;

                              (j) in the case of a Shelf Registration, upon the
               occurrence of any event or the discovery of any facts, each as
               contemplated by Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, use
               its best efforts to prepare a post-effective amendment to a
               Registration Statement or an amendment or supplement to the
               related Prospectus or file any other required document so that,
               as thereafter delivered to the Initial Purchasers of the
               Registrable Certificates, such Prospectus will not contain at the
               time of such delivery any untrue statement of a material fact or
               omit to state a material fact necessary to make the statements
               therein, in light of the circumstances under which they were
               made, not misleading. The Company agrees to notify each Holder to
               suspend use of the Prospectus as promptly as practicable after
               the occurrence of such an event, and each Holder hereby agrees to
               suspend use of the Prospectus as promptly as practicable upon
               receipt of such notice until the Company has amended or
               supplemented the Prospectus to correct such misstatement or
               omission or until notified that use of the Prospectus may be
               resumed, provided that the Company shall use all reasonable
               efforts to cause such suspension not
   16
                                       15

               to last more than 30 days per occurrence or more than 60 days in
               aggregate in a calendar year. At such time as such public
               disclosure is otherwise made or the Company determines that such
               disclosure is not necessary, in each case to correct any
               misstatement of a material fact or to include any omitted
               material fact, the Company agrees promptly to notify each Holder
               of such determination and to furnish each Holder such numbers of
               copies of the Prospectus, as amended or supplemented, as such
               Holder may reasonably request;

                              (k) obtain a CUSIP number for all Exchange
               Certificates, or Registrable Certificates, as the case may be, of
               each Trust not later than the effective date of an Exchange Offer
               Registration Statement or Shelf Registration Statement, as the
               case may be, and provide the Trustees with certificates
               evidencing the Exchange Certificates or the Registrable
               Certificates, as the case may be, held in book entry form, in a
               form eligible for deposit with DTC;

                              (l) (i) cause the Pass Through Trust Agreements or
               Successor Pass Through Trust Agreements, as the case may be, to
               be qualified under the Trust Indenture Act of 1939, as amended
               (the "TIA"), in connection with the registration of the Exchange
               Certificates, or Registrable Certificates, as the case may be,
               (ii) cooperate with the Trustees and the Holders to effect such
               changes to the Pass Through Trust Agreements or Successor Pass
               Through Trust Agreements as may be required for the Pass Through
               Trust Agreements or Successor Pass Through Trust Agreements, as
               the case may be, to be so qualified in accordance with the terms
               of the TIA and (iii) execute, and use its best efforts to cause
               the Trustees to execute, all documents as may be required to
               effect such changes, and all other forms and documents required
               to be filed with the SEC to enable the Pass Through Trust
               Agreements or Successor Pass Through Trust Agreements, as the
               case may be, to be so qualified in a timely manner;

                              (m) in the case of a Shelf Registration, enter
               into such customary agreements (including underwriting agreements
               in customary form) and take all other customary and appropriate
               actions (including those reasonably requested by the Holders of a
               majority in principal amount of Registrable Certificates being
               sold) in order to expedite or facilitate the disposition of such
               Registrable Certificates and in such connection whether or not an
               underwriting agreement is entered into and whether or not the
               registration is an underwritten registration:

                                             (i) make such representations and
                              warranties to the Holders of such Registrable
                              Certificates and the underwriters, if any, in
                              form, substance and scope as are customarily made
                              by the Company to underwriters in similar
                              underwritten offerings as may be reasonably
                              requested by them;

                                             (ii) obtain opinions of counsel to
                              the Company (who may be the general counsel of the
                              Company) and updates thereof (which counsel and
                              opinions (in form, scope and substance) shall be
                              reasonably satisfactory to the managing
                              underwriters, if any, or if there are no such
                              managing underwriters, to the Holders
   17
                                       16

                              of a majority in principal amount of the
                              Registrable Certificates being sold) addressed to
                              each selling Holder and the underwriters, if any,
                              covering the matters customarily covered in
                              opinions requested in sales of securities or
                              underwritten offerings;

                                             (iii) obtain a "cold comfort"
                              letter and updates thereof from the Company's
                              independent certified public accountants addressed
                              to the underwriters, if any, such letter to be in
                              customary form and covering such matters of the
                              type customarily covered in "cold comfort" letters
                              in connection with similar underwritten offerings
                              as the managing underwriters shall reasonably
                              request;

                                             (iv) enter into a securities sales
                              agreement with the Holders and an agent of the
                              Holders providing for, among other things, the
                              appointment of such agent for the selling Holders
                              for the purpose of soliciting purchases of
                              Registrable Certificates, which agreement shall be
                              in form, substance and scope customary for similar
                              offerings;

                                             (v) if an underwriting agreement is
                              entered into, cause the same to set forth
                              indemnification provisions and procedures
                              substantially equivalent to the indemnification
                              provisions and procedures set forth in Section 5
                              hereof (or such other provisions and procedures
                              acceptable to Holders of a majority in principal
                              amount of Registrable Certificates being sold and
                              the managing underwriters) with respect to all
                              parties to be indemnified pursuant to said
                              Section; and

                                             (vi) deliver such other documents
                              and certificates as may be reasonably requested by
                              Holders of a majority in principal amount of
                              Registrable Certificates being sold, and as are
                              customarily delivered in similar offerings.

               The above shall be done at (i) the effectiveness of such
               Registration Statement (and, if appropriate, each post-effective
               amendment thereto) if appropriate in connection with any
               particular disposition of Registrable Certificates and (ii) each
               closing under any underwriting or similar agreement as and to the
               extent required thereunder. In the case of any underwritten
               offering, the Company shall provide written notice to the Holders
               of all Registrable Certificates of such underwritten offering at
               least 30 days prior to the filing of the prospectus supplement in
               connection with such underwritten offering. Such notice shall (x)
               offer each such Holder the right to participate in such
               underwritten offering, (y) specify a date, which shall be no
               earlier than 10 days following the date of such notice, by which
               such Holder must inform the Company of its intent to participate
               in such underwritten offering and (z) include the instructions
               such Holder must follow in order to participate in such
               underwritten offering;

                              (n) in the case of a Shelf Registration, make
               available for inspection by representatives of the Holders of the
               Registrable Certificates and any underwriters participating in
               any disposition pursuant to a Shelf Registration Statement and
               any
   18
                                       17

               counsel or accountant retained by such Holders or underwriters,
               all financial and other records, pertinent corporate documents
               and properties of the Company reasonably requested by it, and
               cause the respective officers, directors, employees, and any
               other agents of the Company to make reasonably available all
               relevant information reasonably requested by any such
               representative, underwriter, counsel or accountant in connection
               with a Registration Statement, in each case as is customary for
               similar due diligence examinations; provided, however, that any
               information that is designated in writing by the Company, in good
               faith, as confidential at the time of delivery of such
               information shall be kept confidential by such representatives,
               underwriters, counsel or accountant, unless such disclosure is
               made in connection with a court proceeding or required by law, or
               such information becomes available to the public generally or
               through a third party without an accompanying obligation of
               confidentiality; and provided further that the foregoing
               inspection and information gathering shall, to the extent
               reasonably possible, be coordinated on behalf of the Holders and
               the other parties entitled thereto by one counsel designated by
               and on behalf of such Holders and other parties; and provided
               further that each person performing such inspection and
               information gathering will be required to execute a
               confidentiality agreement containing customary terms and
               provisions and to agree that upon learning that disclosure of
               such information is sought in connection with a court proceeding
               or required by law, it will give notice to the Company and allow
               the Company at its expense to undertake appropriate action to
               prevent disclosure of such confidential information;

                              (o) (i) a reasonable time prior to the filing of
               any Exchange Offer Registration Statement, any Prospectus forming
               a part thereof, any amendment to an Exchange Offer Registration
               Statement or amendment or supplement to a Prospectus, provide
               copies of such document to the Initial Purchasers, and use its
               best efforts to reflect in any such document when filed such
               comments as any of the Initial Purchasers or their counsel may
               reasonably request; (ii) in the case of a Shelf Registration, a
               reasonable time prior to filing any Shelf Registration Statement,
               any Prospectus forming a part thereof, any amendment to such
               Shelf Registration Statement or amendment or supplement to such
               Prospectus (unless such supplement is being filed in response to
               a request by a Holder to amend any Holder's Information with
               respect to such Holder), provide copies of such document to the
               Holders of Registrable Certificates participating in a
               disposition thereunder, to the Initial Purchasers, to counsel on
               behalf of the Holders and to the underwriter or underwriters of
               an underwritten offering of Registrable Certificates, if any, and
               use its best efforts to reflect such comments in any such
               document when filed as such Holders of Registrable Certificates,
               their counsel and any underwriter may reasonably request; and
               (iii) cause the representatives of the Company to be available
               for discussion of such document as shall be reasonably requested
               by such Holders of Registrable Certificates, the Initial
               Purchasers on behalf of such Holders or any underwriter and shall
               not at any time make any filing of any such document of which
               such Holders, the Initial Purchasers on behalf of such Holders,
               their counsel or any underwriter shall not have previously been
               advised and furnished a copy or to which such Holders, the
               Initial Purchasers on behalf of such Holders, their counsel or
               any underwriter shall reasonably object;
   19
                                       18

                              (p) use its best efforts to cause the Exchange
               Certificates or Registrable Certificates, as the case may be, to
               be rated with two nationally recognized statistical rating
               organizations (as such term is defined in Rule 436(g)(12) under
               the 1933 Act);

                              (q) in the case of a Shelf Registration, use its
               best efforts to cause all Registrable Certificates to be listed
               on any securities exchange or any automated quotation system on
               which similar securities issued by the Company are then listed if
               requested by the Majority Holders, to the extent such Registrable
               Certificates satisfy applicable listing requirements; and

                              (r) otherwise use its best efforts to comply with
               all applicable rules and regulations of the SEC and make
               generally available to its security holders, as soon as
               reasonably practicable after the effective date of a Registration
               Statement, an earnings statement which shall satisfy the
               provisions of Section 11(a) of the 1933 Act and Rule 158
               thereunder.

               In the case of a Shelf Registration Statement, the Company may
(as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Certificates to agree to be bound by the
applicable terms of this Agreement and to furnish to the Company such
information regarding such Holder and the proposed distribution by such Holder
of such Registrable Certificates as the Company may from time to time reasonably
request and the Company may exclude from such registration the Registrable
Certificates of any Holder that fails to furnish such information within a
reasonable time after receiving such request. Each Holder as to which any Shelf
Registration is being effected hereby agrees to furnish to the Company all
information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.

               Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event or the discovery of any facts, each of the
kind described in Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Certificates pursuant to such
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(j) hereof or it is
advised in writing by the Company that the use of the applicable Prospectus may
be resumed, and, if so directed by the Company, such Holder will deliver to the
Company (at the Company's expense) all copies in its possession other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Certificates current at the time of receipt of such
notice. If the Company shall give any such notice to suspend the disposition of
Registrable Certificates pursuant to a Registration Statement as a result of the
happening of any event or the discovery of any facts, each of the kind described
in Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, the Company shall be deemed to
have used its best efforts to keep the Registration Statement effective during
such period of suspension provided that the Company shall use its best efforts
to file and have declared effective (if an amendment) as soon as practicable an
amendment or supplement to the Registration Statement and shall extend the
period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the
   20
                                       19

number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions or it is advised in writing by the Company that the use of the
applicable Prospectus may be resumed.

               4. Underwritten Offering. The Holders of Registrable Certificates
covered by a Shelf Registration Statement who desire to do so may sell such
Registrable Certificates in an underwritten offering. In any such underwritten
offering, the investment banker or bankers and manager or managers that will
administer the offering will be selected by, and the underwriting arrangements
with respect thereto will be approved by, the Holders of a majority of the
Registrable Securities to be included in such offering; provided, however, that
(i) such investment bankers and managers and underwriting arrangements must be
reasonably satisfactory to the Company and (ii) the Company shall not be
obligated to arrange for more than one underwritten offering during the period
such Shelf Registration Statement is required to be effective pursuant to
Section 2(b)(B) hereof. No Holder may participate in any underwritten offering
contemplated hereby unless such Holder (a) agrees to sell such Holder's
Registrable Certificates in accordance with any approved underwriting
arrangements, (b) completes and executes all reasonable questionnaires, powers
of attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such approved underwriting arrangements
and (c) at least 20% of the outstanding Registrable Certificates are included in
such underwritten offering. The Holders participating in any underwritten
offering shall be responsible for any expenses customarily borne by selling
securityholders, including underwriting discounts and commissions and fees and
expenses of counsel to the selling securityholders.

               5. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless, each Initial Purchaser, each Holder and each
person, if any, who controls any Initial Purchaser or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from
and against all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any Initial
Purchaser, any Holder or any such controlling person in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Certificates or Registrable Certificates were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Initial Purchasers or any Holder
furnished to the Company in writing by the Initial Purchasers or any selling
Holder expressly for use therein; provided, however, that the foregoing
indemnity
   21
                                       20


agreement with respect to any preliminary Prospectus shall not inure to the
benefit of any Person from whom the Person asserting any such losses, claims,
damages or liabilities purchased Registrable Certificates, or any person
controlling such seller, if a copy of the final Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such seller to such purchaser
with or prior to the written confirmation of the sale of the Registrable
Certificates to such Person, and if the final Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities. In connection with any underwritten offering permitted
by Section 4, the Company will also indemnify the underwriters participating in
the distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent
as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement.

               (b) Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, each Initial Purchaser, the other selling
Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

               (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, may elect to or upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such indemnified parties and that such fees and expenses shall be reimbursed
as they are incurred. Such firm shall be designated in writing (i) by the
Initial Purchasers in the case of the Initial Purchasers and related parties
indemnified pursuant to paragraph (a) above, (ii) by the Majority Holders in the
case of the Holders and related parties indemnified pursuant to paragraph (a)
above, and (iii) by the Company in the case of parties indemnified pursuant to
paragraph (b) above. The indemnifying party shall not be
   22
                                       21

liable for any settlement of any proceeding effected without its written consent
but, if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

               (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
aggregate principal amount of Registrable Certificates of such Holder that were
registered pursuant to a Registration Statement.

               (e) The Company and each Holder agree that it would not be just
or equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Certificates
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
   23
                                       22

               The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers, any Holder or any person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any person controlling the Company, (iii) acceptance of any of the
Exchange Certificates and (iv) any sale of Registrable Certificates pursuant to
a Shelf Registration Statement.

               6. Miscellaneous. (a) Rule 144 and Rule 144A. For so long as the
Company is subject to the reporting requirements of Section 13 or 15 of the 1934
Act, the Company covenants that it will file the reports required to be filed by
it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations
adopted by the SEC thereunder, that if it ceases to be so required to file such
reports, it will upon the request of any Holder of Registrable Certificates (i)
make publicly available such information as is necessary to permit sales
pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the 1933 Act, and (iii) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Certificates without registration under the
1933 Act within the limitation of the exemptions provided by (x) Rule 144 under
the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under
the 1933 Act, as such Rule may be amended from time to time, or (z) any similar
rules or regulations hereafter adopted by the SEC. Upon the reasonable request
of any Holder of Registrable Certificates, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

               (b) Purchase and Sale of Certificates. The Company shall not, and
the Company shall use its best efforts to cause its affiliates (as defined in
Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise
transfer any Initial Certificates.

               (c) Trustees. The Trustees shall take such action as may be
reasonably requested by the Company in connection with the Company satisfying
its obligations arising under this Agreement; provided that the Company shall
provide to the Trustee (as Trustee and in its individual capacity) such
indemnity in connection therewith as the Trustee may reasonably request, subject
to any separate fee arrangement between the Company and the Trustee.

               (d) No Inconsistent Agreements. The Company has not entered into
nor will the Company on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Certificates in this Agreement or otherwise conflicts with the
provisions hereof.

               (e) Amendments and Waivers. Except as otherwise expressly
permitted in the Pass Through Trust Agreements or the Successor Pass Through
Trust Agreements, the provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given unless the
Company has obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Certificates affected
by
   24
                                       23

such amendment, modification, supplement, waiver or departure; provided,
however, that no amendment, modification, supplement or waiver or consent to any
departure from the provisions of Section 5 hereof shall be effective as against
any Holder of Registrable Certificates unless consented to in writing by such
Holder.

               (f) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(f), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(f).

               All such notices and communications shall be deemed to have been
duly given when received or, if made by facsimile or telecommunication
transmission, when received unless received outside of business hours, in which
case on the next open of business on a Business Day.

               Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to the Trustees,
at the address specified in the Pass Through Trust Agreements or the Successor
Pass Through Trust Agreements, as the case may be.

               (g) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Certificates in violation of the terms hereof or of the Purchase Agreement or
the Pass Through Trust Agreements or Successor Pass Through Trust Agreements. If
any transferee of any Holder shall acquire Registrable Certificates, in any
manner, whether by operation of law or otherwise, such Registrable Certificates
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Certificates, such Person shall be conclusively deemed
to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof. Upon the occurrence of the transfers contemplated
by the Assignment and Assumption Agreements (as defined in the Pass Through
Trust Agreements), the trustee of each Original Trust shall (without any further
act) be deemed to have transferred all of its rights, title and interest in and
to this Agreement to the trustee of the corresponding Successor Trust and,
thereafter, the trustee of each Successor Trust shall be deemed to be the
"Trustee" of such Successor Trust with the rights and obligations of a "Trustee"
hereunder. The Initial Purchasers (in their capacity as Initial Purchasers)
shall have no liability or obligation to the Company with respect to any failure
by any other Holder to comply with, or any breach by any other Holder of, any of
the obligations of such other Holder under this Registration Rights Agreement.
   25
                                       24

               (h) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder and to the obligations of the
Company hereunder and shall have the right to enforce such agreements and
obligations directly to the extent any such Holder deems such enforcement
necessary or advisable to protect the rights expressed to be for its benefit
hereunder.

               (i) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

               (j) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               (k) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

               (l) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
   26
                                       25

               IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.

                                        AMERICA WEST AIRLINES, INC.


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

                                        WILMINGTON TRUST COMPANY,
                                        not in its individual capacity
                                        but solely as Trustee under
                                        each of the Original Trusts


                                        By:  /s/ W. Chris Sponenberg
                                             ----------------------------------
                                             Name:  W. Chris Sponenberg
                                             Title:  Assistant Vice President

Confirmed and accepted as of
the date first above written:

SALOMON SMITH BARNEY INC.,
DEUTSCHE BANC ALEX. BROWN INC.,
MIZUHO INTERNATIONAL PLC,
BANC ONE CAPITAL MARKETS, INC.,
TOKYO-MITSUBISHI INTERNATIONAL PLC


By:      SALOMON SMITH BARNEY INC.

         By:    /s/ Roy Chandran
            --------------------------
                Name:  Roy Chandran
                Title:  Director

EX-4.14

   1
                                  EXHIBIT 4.14


- --------------------------------------------------------------------------------


                                DEPOSIT AGREEMENT
                                    (Class G)

                            Dated as of May 17, 2001


                                     between


                            WILMINGTON TRUST COMPANY

                                 as Escrow Agent


                                       and


                                 CITIBANK, N.A.

                                  as Depositary


- --------------------------------------------------------------------------------
   2
         DEPOSIT AGREEMENT (Class G) dated as of May 17, 2001 (as amended,
modified or supplemented from time to time, this "Agreement") between WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as Escrow Agent under the Escrow
and Paying Agent Agreement referred to below (in such capacity, together with
its successors in such capacity, the "Escrow Agent"), and CITIBANK, N.A., a
national banking association as depositary bank hereunder (the "Depositary").

                               W I T N E S S E T H

         WHEREAS, America West Airlines, Inc. ("America West") and Wilmington
Trust Company, not in its individual capacity except as otherwise expressly
provided therein, but solely as trustee (in such capacity, together with its
successors in such capacity, the "Pass Through Trustee") have entered into a
Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the "Pass
Through Trust Agreement") relating to America West Airlines Pass Through Trust
2001-1G-O pursuant to which the America West Airlines Pass Through Trust, Series
2001-1G-O Certificates referred to therein (the "Certificates") are being issued
(the date of such issuance, the "Issuance Date");

         WHEREAS, America West and Salomon Smith Barney Inc., Deutsche Banc
Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers" and,
together with their respective transferees and assigns as registered owners of
the Certificates, the "Investors") have entered into a Purchase Agreement dated
as of May 10, 2001 pursuant to which the Pass Through Trustee will issue and
sell the Certificates to the Initial Purchasers (the net proceeds of such sale
being herein referred to as the "Net Proceeds");

         WHEREAS, America West, the Pass Through Trustee, certain other pass
through trustees and certain other persons concurrently herewith are entering
into the Note Purchase Agreement, dated as of the date hereof (the "Note
Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to
acquire from time to time on or prior to the Delivery Period Termination Date
(as defined in the Note Purchase Agreement) equipment notes (the "Equipment
Notes") issued to finance or refinance the acquisition of aircraft by America
West, as lessee or as owner, utilizing a portion of the Net Proceeds;

         WHEREAS, the Escrow Agent, the Initial Purchasers, the Pass Through
Trustee and Wilmington Trust Company, as paying agent for the Escrow Agent (in
such capacity, together with its successors in such capacity, the "Paying
Agent") concurrently herewith are entering into an Escrow and Paying Agent
Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time in accordance with the terms thereof, the "Escrow and Paying
Agent Agreement"); and

         WHEREAS, the Initial Purchasers and the Pass Through Trustee intend
that the Net Proceeds (excluding any amount used to purchase Equipment Notes on
the Issuance Date) be held in escrow by the Escrow Agent on behalf of the
Investors pursuant to the Escrow and Paying Agent Agreement, subject to
withdrawal upon request of and proper certification by the Pass Through Trustee
for the purpose of purchasing Equipment Notes, and that pending such
   3
withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary
pursuant to this Agreement, which provides for the Depositary to pay interest
for distribution to the Investors and to establish accounts from which the
Escrow Agent shall make withdrawals upon request of and proper certification by
the Pass Through Trustee.

         NOW, THEREFORE, in consideration of the obligations contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

         SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to
act as depositary bank as provided herein and in connection therewith to accept
all amounts to be delivered to or held by the Depositary pursuant to the terms
of this Agreement. The Depositary further agrees to hold, maintain and safeguard
the Deposits and the Accounts (as defined below) during the term of this
Agreement in accordance with the provisions of this Agreement. The Depositary
shall neither be responsible for or under, nor chargeable with knowledge of, the
terms and conditions of any other agreement, instrument or document executed
between and among the parties hereto. This Agreement sets forth all of the
obligations of the Depositary, and no additional obligations shall be implied
from the terms of this Agreement or any other agreement, instrument or document.
The Escrow Agent shall not have any right to withdraw, assign or otherwise
transfer moneys held in the Accounts except as permitted by this Agreement.

         SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby
instructs the Depositary, and the Depositary agrees, to establish the separate
deposit accounts listed on Schedule I hereto and to establish such additional
separate deposit accounts as may be required in connection with the deposits
contemplated by Section 1.6 hereof (each, an "Account" and collectively, the
"Accounts"), each in the name of the Escrow Agent and all on the terms and
conditions set forth in this Agreement.

         SECTION 1.3 Deposits. The Escrow Agent shall direct the Initial
Purchasers to deposit with the Depositary on the date of this Agreement (the
"Deposit Date") in Federal (same day) funds by wire transfer to the account of
Citibank, N.A. at Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York,
New York 10005, ABA#021000089, Account No. 3611-4325, Attention: Citibank Agency
& Trust, Reference: America West Airlines 2001-1G, and the Depositary shall
accept from the Initial Purchasers, on behalf of the Escrow Agent, the sum of
US$325,143,000 (or such lesser amount equal to the Net Proceeds less amounts
used to purchase Equipment Notes on the Issuance Date). Upon acceptance of such
sum, the Depositary shall (i) establish each of the deposits specified in
Schedule I hereto maturing on December 26, 2002 (including any deposit made
pursuant to Section 1.6 hereof, individually, a "Deposit" and, collectively, the
"Deposits") and (ii) credit each Deposit to the related Account as set forth
therein. No amount shall be deposited in any Account other than the related
Deposit.

         SECTION 1.4 Interest. (a) Each Deposit shall bear interest from and
including the date of deposit to but excluding the date of withdrawal at the
rate of 7.10% per annum (computed on the basis of a year of twelve 30-day
months) payable to the Paying Agent on behalf of the Escrow Agent semi-annually
in arrears on each April 2 and October 2 commencing on October 2, 2001 (each, an
"Interest Payment Date") and, as provided in Section 1.5(b) hereof, on the date
of the Final Withdrawal (as defined below), all in accordance with the terms of
this Agreement (whether or not any such Deposit is withdrawn on an Interest
Payment Date). Interest accrued on


                                       2
   4
any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as
defined below) shall be paid on the next Interest Payment Date, notwithstanding
any intervening Final Withdrawal (as defined below). In addition, interest
accrued on any Deposit that is withdrawn pursuant to a Notice of Replacement
Withdrawal (as defined below) but not paid on the date of the Final Withdrawal
shall be paid on the next Interest Payment Date.

                  (b) The parties hereto further acknowledge and agree that upon
any increase in the rate of interest on the Certificates (such increase referred
to as a "Rate Increase") pursuant to the terms of the Registration Rights
Agreement, the rate of interest borne by each Deposit in accordance with Section
1.4(a) above shall increase by the amount of such Rate Increase, and upon any
subsequent decrease in the rate of interest on the Equipment Notes (such
decrease referred to as a "Rate Decrease") pursuant to the terms of the
Registration Rights Agreement, the rate of interest borne by such Deposit shall
decrease by the amount of such Rate Decrease. For the purposes of this Section
1.4(b), "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement dated the date hereof among America West, the Pass Through
Trustee, certain other pass through trustees and the Initial Purchasers.

         SECTION 1.5 Withdrawals. (a) On and after the date seven days after the
establishment of any Deposit, the Escrow Agent may, by providing a notice of
withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business
Day that is at least one Business Day prior to the date of such requested
withdrawal in the form of Exhibit A hereto (a "Notice of Purchase Withdrawal"),
withdraw not less than the entire principal balance of such Deposit as set forth
on Schedule I, except that at any time prior to the actual withdrawal of such
Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the
Depositary, cancel such withdrawal (including on the scheduled date therefor),
and thereafter such Deposit shall continue to be maintained by the Depositary in
accordance with the original terms thereof. Following such withdrawal the
balance in the related Account shall be zero and the Depositary shall, subject
to the Depositary's payment obligation pursuant to the penultimate sentence of
Section 1.4(a) hereof, close such Account. As used herein, "Business Day" means
any day, other than a Saturday, Sunday or other day on which commercial banks
are authorized or required by law to close in New York, New York, Phoenix,
Arizona or Wilmington, Delaware. The Depositary reserves the right, upon at
least 14 days' prior written notice to America West, the Escrow Agent and the
Pass Through Trustee, to require seven days' notice for any withdrawal.

                  (b) (i) The Escrow Agent may, subject to Section 1.02(d) of
the Escrow and Paying Agent Agreement, by providing at least 15 days' prior
notice of withdrawal to the Depositary in the form of Exhibit B hereto (a
"Notice of Final Withdrawal"), withdraw the entire amount of all of the
remaining Deposits together with the payment by the Depositary of all accrued
and unpaid interest on such Deposits to but excluding the specified date of
withdrawal (a "Final Withdrawal"), on such date as shall be specified in such
Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given
to the Depositary on or before December 5, 2002 and there are unwithdrawn
Deposits on such date, the Depositary shall pay the amount of the Final
Withdrawal to the Paying Agent on December 26, 2002.

                  (ii) The Escrow Agent may, by providing at least 15 days'
prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a
"Notice of Replacement Withdrawal"), withdraw the entire amount of all Deposits
then held by the Depositary together with, if specified in such Notice of
Replacement Withdrawal, the payment by the Depositary of


                                       3
   5
all accrued and unpaid interest on such Deposits to but excluding the specified
date of withdrawal (a "Replacement Withdrawal"), on such date as shall be
specified in such Notice of Replacement Withdrawal.

                  (c) If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement
Withdrawal (each, a "Withdrawal Notice") complying with the provisions of this
Agreement, it shall make the payments specified therein in accordance with the
provisions of this Agreement.

                  If such complying Withdrawal Notice is received by the
Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the
Depositary shall make the payments requested in such Withdrawal Notice no later
than 11:00 a.m. (New York City time) on the next succeeding Business Day or such
later day specified in such Withdrawal Notice, and if such complying Withdrawal
Notice is received by the Depositary after 11:00 a.m. (New York City time) on a
Business Day, the Depositary shall make the payments requested in such
Withdrawal Notice no later than 11:00 a.m. (New York City time) on the second
Business Day next following such Business Day.

         SECTION 1.6 Other Accounts. On the date of withdrawal of any Deposit
pursuant to a Notice of Purchase Withdrawal, the Escrow Agent, or the Pass
Through Trustee on behalf of the Escrow Agent, shall be entitled to re-deposit
with the Depositary any portion thereof and the Depositary shall accept the same
for deposit hereunder; provided the Depositary receives a written request from
the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. On
the Issuance Date, the Escrow Agent, or the Pass Through Trustee, on behalf of
the Escrow Agent, shall be entitled to deposit with the Depositary any portion
of the Net Proceeds not theretofore deposited hereunder and not used to purchase
Equipment Notes on such date and the Depositary shall accept the same for
deposit hereunder; provided the Depositary receives a written request from the
Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. Any sums
so received for deposit shall be established as a new Deposit and credited to a
new Account, all as more fully provided in Section 1.3 hereof, and thereafter
the provisions of this Agreement shall apply thereto as fully and with the same
force and effect as if such Deposit had been established on the Deposit Date
except that (i) such Deposit may not be withdrawn prior to the date seven days
after the establishment thereof and (ii) such Deposit shall mature on December
26, 2002 and bear interest as provided in Section 1.4. The Depositary shall
promptly give notice to the Escrow Agent of receipt of each such re-deposit and
the account number assigned thereto.

         SECTION 2. Termination. This Agreement shall terminate on the fifth
Business Day after the later of the date on which (i) all of the Deposits shall
have been withdrawn and paid as provided herein without any re-deposit of such
funds and (ii) all accrued and unpaid interest on the Deposits shall have been
paid as provided herein, but in no event prior to the date on which the
Depositary shall have performed in full its obligations hereunder. For the
avoidance of doubt, the obligations of the Depositary under the last two
sentences of Section 1.4(a) hereof shall remain in full force and effect
notwithstanding the execution and delivery of a replacement Deposit Agreement in
accordance with Section 4(a)(vii) of the Note Purchase Agreement.

         SECTION 3. Payments. All payments (including, without limitation, those
payments made in respect of Taxes (as defined and provided for below)) made by
the Depositary hereunder


                                       4
   6
shall be paid in United States Dollars and immediately available funds by wire
transfer (i) in the case of accrued interest on the Deposits payable under
Section 1.4 hereof or any Final Withdrawal, directly to the Paying Agent at
Wilmington Trust Company, Wilmington, Delaware, ABA# 031100092, for credit to
the account of America West 2001-1, Account No. 55176-0, Attention: Tracy
McLamb, Telephone No. (302) 651-1065, Reference: America West 2001-1G, or to
such other account as the Paying Agent may direct from time to time in writing
to the Depositary and the Escrow Agent and (ii) in the case of any withdrawal of
one or more Deposits pursuant to a Notice of Purchase Withdrawal or Notice of
Replacement Withdrawal, directly to or as directed by the Pass Through Trustee
as specified and in the manner provided in such Notice of Purchase Withdrawal or
Notice of Replacement Withdrawal. The Depositary hereby waives any and all
rights of set-off, combination of accounts, right of retention or similar right
(whether arising under applicable law, contract or otherwise) it may have
against the Deposits howsoever arising. All payments on or in respect of each
Deposit shall be made free and clear of and without reduction for or on account
of any and all taxes, levies or other impositions or charges (collectively,
"Taxes"). However, if the Depositary or the Paying Agent (pursuant to Section
2.04 of the Escrow and Paying Agent Agreement) shall be required by law to
deduct or withhold any Taxes from or in respect of any sum payable hereunder,
the Depositary shall (i) make such deductions or withholding and (ii) pay the
full amount deducted or withheld (including in respect of such additional
amounts) to the competent taxation authority. If the date on which any payment
due on any Deposit would otherwise fall on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day, and no
additional interest shall accrue in respect of such extension.

         SECTION 4. Representation and Warranties. The Depositary hereby
represents and warrants to America West, the Escrow Agent, the Pass Through
Trustee, the Initial Purchasers and the Paying Agent that:

                  (1) it is a national banking association duly organized and
existing under the laws of the United States;

                  (2) it has full power, authority and legal right to conduct
its business and operations as currently conducted and to enter into and perform
its obligations under this Agreement;

                  (3) the execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action on the part of it
and do not require any stockholder approval, or approval or consent of any
trustee or holder of any indebtedness or obligations of it, and this Agreement
has been duly executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable against it in accordance with the terms hereof;

                  (4) no authorization, consent or approval of or other action
by, and no notice to or filing with, any United States federal or state
governmental authority or regulatory body is required for the execution,
delivery or performance by it of this Agreement;

                  (5) neither the execution, delivery or performance by it of
this Agreement, nor compliance with the terms and provisions hereof, (A)
conflicts or will conflict with or results or will result in a breach or
violation of any of the terms, conditions or provisions of, or will require any
consent or approval under, any law, governmental rule or regulation or the
charter


                                       5
   7
documents, as amended, or bylaws, as amended, of it or any similar instrument
binding on it or any order, writ, injunction or decree of any court or
governmental authority against it or by which it or any of its properties is
bound or (B) results or will result in a material breach or material violation
of any of the terms, conditions or provisions of any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a material
default thereunder or results or will result in the imposition of any lien upon
any of its properties; and

                  (6) there are no pending or, to its knowledge, threatened
actions, suits, investigations or proceedings (whether or not purportedly on
behalf of it) against or affecting it or any of its property before or by any
court or administrative agency which, if adversely determined, (i) would
adversely affect the ability of it to perform its obligations under this
Agreement or (ii) would call into question or challenge the validity of this
Agreement or the enforceability hereof in accordance with the terms hereof, nor
is the Depositary in default with respect to any order of any court,
governmental authority, arbitration board or administrative agency so as to
adversely affect its ability to perform its obligations under this Agreement.

         SECTION 5. Transfer. Neither party hereto shall be entitled to assign
or otherwise transfer this Agreement (or any interest herein) other than (in the
case of the Escrow Agent) to a successor escrow agent under the Escrow and
Paying Agent Agreement, and any purported assignment in violation thereof shall
be void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent) permitted assigns.
Upon the occurrence of the Transfer (as defined below) contemplated by the
Assignment and Assumption Agreement (as defined below), the Pass Through Trustee
shall (without further act) be deemed to have transferred all of its right,
title and interest in and to this Agreement to the trustee of the Successor
Trust (as defined below) and, thereafter, the trustee of the Successor Trust
shall be deemed to be the "Pass Through Trustee" hereunder with the rights of
the "Pass Through Trustee" hereunder, and each reference herein to "America West
Airlines Pass Through Trust 2001-1G-O" shall be deemed to be a reference to
"America West Airlines Pass Through Trust 2001-1G-S". The Escrow Agent and the
Depositary hereby acknowledge and consent to the Transfer contemplated by the
Assignment and Assumption Agreement. For the purposes of this Section 6,
"Transfer" means the transfer contemplated by the Assignment and Assumption
Agreement; "Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement to be entered into between the Pass Through Trustee and the
trustee of the Successor Trust, substantially in the form of Exhibit D to the
Pass Through Trust Agreement; and "Successor Trust" means the America West
Airlines Pass Through Trust 2001-1G-S.

         SECTION 6. Amendment, Etc. This Agreement may not be amended, waived or
otherwise modified except by an instrument in writing signed by the parties
hereto.

         SECTION 7. Notices.

         (a) Unless otherwise expressly provided herein, any notice, instruction
or other communication under this Agreement shall be in writing (including by
facsimile) and shall be deemed to be given and effective upon receipt thereof
(or, if received after normal business hours, the next open of business on a
Business Day). All notices shall be sent to (x) in the case of the Depositary,
Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005,
Attention: Citibank Agency & Trust (Telecopier: (212) 657-3862) or (y) in the
case of


                                       6
   8
the Escrow Agent, Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration
(Telecopier: (302) 651-8882), in each case, with a copy to the Pass Through
Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302)
651-8882) and to America West, America West Airlines, Inc., 4000 East Sky Harbor
Boulevard, Phoenix, Arizona 95043, Attention: Senior Vice President-Legal
Affairs (Telecopier: (480) 693-5904) (or at such other address as any such party
may specify from time to time in a written notice to the parties hereto). On or
prior to the execution of this Agreement, the Escrow Agent has delivered to the
Depositary an incumbency certificate containing specimen signatures of the
representatives of the Escrow Agent who are authorized to give notices and
instructions with respect to this Agreement. The Depositary may conclusively
rely on such certificate until the Depositary receives written notice from the
Escrow Agent to the contrary.

         (b) The Depositary shall be fully protected and authorized in relying
upon any instruction, notice, certification, demand, consent, authorization,
receipt, power of attorney or other writing delivered to it by any party without
being required to make any investigation or inquiry thereof to determine the
authenticity or validity thereof or the correctness of any fact stated therein,
the propriety or validity of the service thereof, or the jurisdiction of the
court issuing any judgment or order. The Depositary may act in reliance upon any
signature believed by it to be genuine, and may assume that such person has been
properly authorized to do so. The Depositary shall not be deemed to have any
duty or notice unless and until it has been provided with written notice.

         SECTION 8. Obligations Unconditional. The Depositary hereby
acknowledges and agrees that its obligation to repay each Deposit together with
interest thereon as provided herein is absolute, irrevocable and unconditional
and constitutes a full recourse obligation of the Depositary enforceable against
it to the full extent of all of its assets and properties.

         Anything to the contrary notwithstanding, the Depositary may consult
with legal counsel of its selection in the event of any dispute, or question as
to the meaning or construction of any of the provisions hereof or its duties
hereunder, and it shall incur no liability and shall be fully authorized and
protected in acting in accordance with the opinion and instructions of such
counsel.

         SECTION 9. Funds Transfers. In the event funds transfer instructions
are given (other than in writing at the time of execution of this Agreement),
whether in writing, by telecopier or otherwise, the Depositary is authorized to
seek confirmation of such instructions by telephone call back to the person or
persons designated, and the Depositary may rely upon the confirmations of anyone
purporting to be the person or persons so designated. To assure accuracy of the
instructions its receives, the Depositary may record such telephone call backs.
If the Depositary is unable to confirm any instructions, or if not satisfied
with the confirmation it receives, it will not execute the instruction until all
issues have been resolved. The person and telephone numbers for call backs may
be changed only in writing actually received and acknowledged by the Depositary.
The Depositary shall receive notification of any errors, delays or other
problems within thirty (30) days after a transaction has been executed.

         SECTION 10. Entire Agreement. This Agreement (including all attachments
hereto) sets forth all of the promises, covenants, agreements, conditions and
understandings between the


                                       7
   9
Depositary and the Escrow Agent with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements and undertakings,
inducements or conditions, express or implied, oral or written.

         SECTION 11. Governing Law. This Agreement, and the rights and
obligations of the Depositary and the Escrow Agent with respect to the Deposits,
shall be governed by, and construed in accordance with, the law of the State of
New York.

         SECTION 12. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE
ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS
RIGHT TO A TRIAL BY JURY.

         SECTION 13. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.



                            *          *          *


                                       8
   10
                  IN WITNESS WHEREOF, the Escrow Agent and the Depositary have
caused this Deposit Agreement to be duly executed as of the day and year first
above written.



                                      WILMINGTON TRUST COMPANY,
                                         as Escrow Agent


                                      By:    /s/  W. Chris Sponenberg
                                         ---------------------------------------
                                         Name:   W. Chris Sponenberg
                                         Title:  Assistant Vice President


                                      CITIBANK, N.A., as Depositary


                                      By:    /s/  Jenny Cheng
                                         ---------------------------------------
                                         Name:   Jenny Cheng
                                         Title:  Vice President


                                       9
   11
                                                                      Schedule I

                              Schedule of Deposits
                                    (Class G)


                                                                 
           N825AW                      $21,933,120                     103932
           N826AW                      $21,933,120                     103933
           N827AW                      $21,933,120                     103934
           N828AW                      $21,933,120                     103935
           N829AW                      $21,986,720                     103936
           N830AW                      $21,986,720                     103937
           N831AW                      $22,040,320                     103938
           N832AW                      $22,206,480                     103939
           N664AW                      $25,213,440                     103940
           N665AW                      $25,272,400                     103941
           N667AW                      $25,497,520                     103942
           N668AW                      $25,594,000                     103943
           N669AW                      $25,787,000                     103931


   12
                                    EXHIBIT A

                          NOTICE OF PURCHASE WITHDRAWAL



Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention:  Citibank Agency & Trust
(Telecopier:  (212) 657-3866)


Gentlemen:

         Reference is made to the Deposit Agreement (Class G) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the Deposit,
$_______, Account No. ____________.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to [________________, Account No. _____, Reference: _________] on
__________, 200_, upon the telephonic request of a representative of Wilmington
Trust Company, the Pass Through Trustee.


                                         WILMINGTON TRUST COMPANY,
                                         as Escrow Agent



                                         By:__________________________________
                                            Name:
                                            Title:


Dated: __________, 200_
   13
                                    EXHIBIT B

                           NOTICE OF FINAL WITHDRAWAL

Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention:  Citibank Agency & Trust
(Telecopier:  (212) 657-3866)

Gentlemen:

         Reference is made to the Deposit Agreement (Class G) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(b) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 200_.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits [and accrued interest thereon] to the Paying Agent at
__________________________, ABA# _____________, Account No. _____________,
Reference: America West 2001-1.


                                         WILMINGTON TRUST COMPANY,
                                         as Escrow Agent



                                         By:____________________________________
                                            Name:
                                            Title:

Dated: __________, 20__
   14
                                    EXHIBIT C

                        NOTICE OF REPLACEMENT WITHDRAWAL

Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention: Citibank Agency & Trust
(Telecopier:  (212) 657-3866)

Gentlemen:

         Reference is made to the Deposit Agreement (Class G) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(b)(ii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 20__.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits to [________________] at __________________________, ABA#
_____________, Account No. _____________, Reference: America West 2001-1 [and to
pay accrued interest thereon to the Paying Agent at ___________, ABA
#___________, Acct. No. ___________, Reference: America West ___ 2001-1](1).
[The undersigned further directs the Depositary to pay the accrued interest on
the Deposits to the Paying Agent on _______, __ (the next Interest Payment Date)
at ABA # ___________, Account No. __________, Reference: America West
2001-1.](2)


                                         WILMINGTON TRUST COMPANY,
                                         as Escrow Agent



                                         By:____________________________________
                                            Name:
                                            Title:

Dated: __________, 20__




_________________

(1) To be deleted in the case of a Replacement Withdrawal scheduled for a date
which is not an Interest Payment Date (as defined in the Escrow and Paying Agent
Agreement).

(2) To be inserted only in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and Paying
Agent Agreement).

EX-4.15

   1

                                  EXHIBIT 4.15


                                DEPOSIT AGREEMENT
                                    (Class C)

                            Dated as of May 17, 2001


                                     between

                            WILMINGTON TRUST COMPANY

                                 as Escrow Agent

                                       and

                                 CITIBANK, N.A.

                                  as Depositary
   2
         DEPOSIT AGREEMENT (Class C) dated as of May 17, 2001 (as amended,
modified or supplemented from time to time, this "Agreement") between WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as Escrow Agent under the Escrow
and Paying Agent Agreement referred to below (in such capacity, together with
its successors in such capacity, the "Escrow Agent"), and CITIBANK, N.A., a
national banking association as depositary bank hereunder (the "Depositary").

                                   WITNESSETH

         WHEREAS, America West Airlines, Inc. ("America West") and Wilmington
Trust Company, not in its individual capacity except as otherwise expressly
provided therein, but solely as trustee (in such capacity, together with its
successors in such capacity, the "Pass Through Trustee") have entered into a
Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the "Pass
Through Trust Agreement") relating to America West Airlines Pass Through Trust
2001-1C-O pursuant to which the America West Airlines Pass Through Trust, Series
2001-1C-O Certificates referred to therein (the "Certificates") are being issued
(the date of such issuance, the "Issuance Date");

         WHEREAS, America West and Salomon Smith Barney Inc., Deutsche Banc
Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers" and,
together with their respective transferees and assigns as registered owners of
the Certificates, the "Investors") have entered into a Purchase Agreement dated
as of May 10, 2001 pursuant to which the Pass Through Trustee will issue and
sell the Certificates to the Initial Purchasers (the net proceeds of such sale
being herein referred to as the "Net Proceeds");

         WHEREAS, America West, the Pass Through Trustee, certain other pass
through trustees and certain other persons concurrently herewith are entering
into the Note Purchase Agreement, dated as of the date hereof (the "Note
Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to
acquire from time to time on or prior to the Delivery Period Termination Date
(as defined in the Note Purchase Agreement) equipment notes (the "Equipment
Notes") issued to finance or refinance the acquisition of aircraft by America
West, as lessee or as owner, utilizing a portion of the Net Proceeds;

         WHEREAS, the Escrow Agent, the Initial Purchasers, the Pass Through
Trustee and Wilmington Trust Company, as paying agent for the Escrow Agent (in
such capacity, together with its successors in such capacity, the "Paying
Agent") concurrently herewith are entering into an Escrow and Paying Agent
Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time in accordance with the terms thereof, the "Escrow and Paying
Agent Agreement"); and

         WHEREAS, the Initial Purchasers and the Pass Through Trustee intend
that the Net Proceeds (excluding any amount used to purchase Equipment Notes on
the Issuance Date) be held in escrow by the Escrow Agent on behalf of the
Investors pursuant to the Escrow and Paying Agent Agreement, subject to
withdrawal upon request of and proper certification by the Pass Through Trustee
for the purpose of purchasing Equipment Notes, and that pending such
   3
withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary
pursuant to this Agreement, which provides for the Depositary to pay interest
for distribution to the Investors and to establish accounts from which the
Escrow Agent shall make withdrawals upon request of and proper certification by
the Pass Through Trustee.

         NOW, THEREFORE, in consideration of the obligations contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

         SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to
act as depositary bank as provided herein and in connection therewith to accept
all amounts to be delivered to or held by the Depositary pursuant to the terms
of this Agreement. The Depositary further agrees to hold, maintain and safeguard
the Deposits and the Accounts (as defined below) during the term of this
Agreement in accordance with the provisions of this Agreement. The Depositary
shall neither be responsible for or under, nor chargeable with knowledge of, the
terms and conditions of any other agreement, instrument or document executed
between and among the parties hereto. This Agreement sets forth all of the
obligations of the Depositary, and no additional obligations shall be implied
from the terms of this Agreement or any other agreement, instrument or document.
The Escrow Agent shall not have any right to withdraw, assign or otherwise
transfer moneys held in the Accounts except as permitted by this Agreement.

         SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby
instructs the Depositary, and the Depositary agrees, to establish the separate
deposit accounts listed on Schedule I hereto and to establish such additional
separate deposit accounts as may be required in connection with the deposits
contemplated by Section 1.6 hereof (each, an "Account" and collectively, the
"Accounts"), each in the name of the Escrow Agent and all on the terms and
conditions set forth in this Agreement.

         SECTION 1.3 Deposits. The Escrow Agent shall direct the Initial
Purchasers to deposit with the Depositary on the date of this Agreement (the
"Deposit Date") in Federal (same day) funds by wire transfer to the account of
Citibank, N.A. at Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York,
New York 10005, ABA#021000089, Account No. 3611-4325, Attention: Citibank Agency
& Trust, Reference: America West Airlines 2001-1C, and the Depositary shall
accept from the Initial Purchasers, on behalf of the Escrow Agent, the sum of
US$57,021,000 (or such lesser amount equal to the Net Proceeds less amounts used
to purchase Equipment Notes on the Issuance Date). Upon acceptance of such sum,
the Depositary shall (i) establish each of the deposits specified in Schedule I
hereto maturing on December 26, 2002 (including any deposit made pursuant to
Section 1.6 hereof, individually, a "Deposit" and, collectively, the "Deposits")
and (ii) credit each Deposit to the related Account as set forth therein. No
amount shall be deposited in any Account other than the related Deposit.

         SECTION 1.4 Interest. (a) Each Deposit shall bear interest from and
including the date of deposit to but excluding the date of withdrawal at the
rate of 8.37% per annum (computed on the basis of a year of twelve 30-day
months) payable to the Paying Agent on behalf of the Escrow Agent semi-annually
in arrears on each April 2 and October 2 commencing on October 2, 2001 (each, an
"Interest Payment Date") and, as provided in Section 1.5(b) hereof, on the date
of the Final Withdrawal (as defined below), all in accordance with the terms of
this Agreement (whether or not any such Deposit is withdrawn on an Interest
Payment Date). Interest accrued on

                                       2
   4
any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as
defined below) shall be paid on the next Interest Payment Date, notwithstanding
any intervening Final Withdrawal (as defined below). In addition, interest
accrued on any Deposit that is withdrawn pursuant to a Notice of Replacement
Withdrawal (as defined below) but not paid on the date of the Final Withdrawal
shall be paid on the next Interest Payment Date.

               (b) The parties hereto further acknowledge and agree that upon
any increase in the rate of interest on the Certificates (such increase referred
to as a "Rate Increase") pursuant to the terms of the Registration Rights
Agreement, the rate of interest borne by each Deposit in accordance with Section
1.4(a) above shall increase by the amount of such Rate Increase, and upon any
subsequent decrease in the rate of interest on the Equipment Notes (such
decrease referred to as a "Rate Decrease") pursuant to the terms of the
Registration Rights Agreement, the rate of interest borne by such Deposit shall
decrease by the amount of such Rate Decrease. For the purposes of this Section
1.4(b), "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement dated the date hereof among America West, the Pass Through
Trustee, certain other pass through trustees and the Initial Purchasers.

         SECTION 1.5 Withdrawals. (a) On and after the date seven days after the
establishment of any Deposit, the Escrow Agent may, by providing a notice of
withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business
Day that is at least one Business Day prior to the date of such requested
withdrawal in the form of Exhibit A hereto (a "Notice of Purchase Withdrawal"),
withdraw not less than the entire principal balance of such Deposit as set forth
on Schedule I, except that at any time prior to the actual withdrawal of such
Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the
Depositary, cancel such withdrawal (including on the scheduled date therefor),
and thereafter such Deposit shall continue to be maintained by the Depositary in
accordance with the original terms thereof. Following such withdrawal the
balance in the related Account shall be zero and the Depositary shall, subject
to the Depositary's payment obligation pursuant to the penultimate sentence of
Section 1.4(a) hereof, close such Account. As used herein, "Business Day" means
any day, other than a Saturday, Sunday or other day on which commercial banks
are authorized or required by law to close in New York, New York, Phoenix,
Arizona or Wilmington, Delaware. The Depositary reserves the right, upon at
least 14 days' prior written notice to America West, the Escrow Agent and the
Pass Through Trustee, to require seven days' notice for any withdrawal.

               (b) (i) The Escrow Agent may, subject to Section 1.02(d) of the
Escrow and Paying Agent Agreement, by providing at least 15 days' prior notice
of withdrawal to the Depositary in the form of Exhibit B hereto (a "Notice of
Final Withdrawal"), withdraw the entire amount of all of the remaining Deposits
together with the payment by the Depositary of all accrued and unpaid interest
on such Deposits to but excluding the specified date of withdrawal (a "Final
Withdrawal"), on such date as shall be specified in such Notice of Final
Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary
on or before December 5, 2002 and there are unwithdrawn Deposits on such date,
the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent
on December 26, 2002.

               (ii) The Escrow Agent may, by providing at least 15 days' prior
notice of withdrawal to the Depositary in the form of Exhibit C hereto (a
"Notice of Replacement Withdrawal"), withdraw the entire amount of all Deposits
then held by the Depositary together with, if specified in such Notice of
Replacement Withdrawal, the payment by the Depositary of

                                       3
   5
all accrued and unpaid interest on such Deposits to but excluding the specified
date of withdrawal (a "Replacement Withdrawal"), on such date as shall be
specified in such Notice of Replacement Withdrawal.

               (c) If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement
Withdrawal (each, a "Withdrawal Notice") complying with the provisions of this
Agreement, it shall make the payments specified therein in accordance with the
provisions of this Agreement.

               If such complying Withdrawal Notice is received by the Depositary
no later than 11:00 a.m. (New York City time) on a Business Day, the Depositary
shall make the payments requested in such Withdrawal Notice no later than 11:00
a.m. (New York City time) on the next succeeding Business Day or such later day
specified in such Withdrawal Notice, and if such complying Withdrawal Notice is
received by the Depositary after 11:00 a.m. (New York City time) on a Business
Day, the Depositary shall make the payments requested in such Withdrawal Notice
no later than 11:00 a.m. (New York City time) on the second Business Day next
following such Business Day.

         SECTION 1.6 Other Accounts. On the date of withdrawal of any Deposit
pursuant to a Notice of Purchase Withdrawal, the Escrow Agent, or the Pass
Through Trustee on behalf of the Escrow Agent, shall be entitled to re-deposit
with the Depositary any portion thereof and the Depositary shall accept the same
for deposit hereunder; provided the Depositary receives a written request from
the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. On
the Issuance Date, the Escrow Agent, or the Pass Through Trustee, on behalf of
the Escrow Agent, shall be entitled to deposit with the Depositary any portion
of the Net Proceeds not theretofore deposited hereunder and not used to purchase
Equipment Notes on such date and the Depositary shall accept the same for
deposit hereunder; provided the Depositary receives a written request from the
Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. Any sums
so received for deposit shall be established as a new Deposit and credited to a
new Account, all as more fully provided in Section 1.3 hereof, and thereafter
the provisions of this Agreement shall apply thereto as fully and with the same
force and effect as if such Deposit had been established on the Deposit Date
except that (i) such Deposit may not be withdrawn prior to the date seven days
after the establishment thereof and (ii) such Deposit shall mature on December
26, 2002 and bear interest as provided in Section 1.4. The Depositary shall
promptly give notice to the Escrow Agent of receipt of each such re-deposit and
the account number assigned thereto.

         SECTION 2. Termination. This Agreement shall terminate on the fifth
Business Day after the later of the date on which (i) all of the Deposits shall
have been withdrawn and paid as provided herein without any re-deposit of such
funds and (ii) all accrued and unpaid interest on the Deposits shall have been
paid as provided herein, but in no event prior to the date on which the
Depositary shall have performed in full its obligations hereunder. For the
avoidance of doubt, the obligations of the Depositary under the last two
sentences of Section 1.4(a) hereof shall remain in full force and effect
notwithstanding the execution and delivery of a replacement Deposit Agreement in
accordance with Section 4(a)(vii) of the Note Purchase Agreement.

         SECTION 3. Payments. All payments (including, without limitation, those
payments made in respect of Taxes (as defined and provided for below)) made by
the Depositary hereunder

                                       4
   6
shall be paid in United States Dollars and immediately available funds by wire
transfer (i) in the case of accrued interest on the Deposits payable under
Section 1.4 hereof or any Final Withdrawal, directly to the Paying Agent at
Wilmington Trust Company, Wilmington, Delaware, ABA# 031100092, for credit to
the account of America West 2001-1, Account No. 55174-0, Attention: Tracy
McLamb, Telephone No. (302) 651-1065, Reference: America West 2001-1C, or to
such other account as the Paying Agent may direct from time to time in writing
to the Depositary and the Escrow Agent and (ii) in the case of any withdrawal of
one or more Deposits pursuant to a Notice of Purchase Withdrawal or Notice of
Replacement Withdrawal, directly to or as directed by the Pass Through Trustee
as specified and in the manner provided in such Notice of Purchase Withdrawal or
Notice of Replacement Withdrawal. The Depositary hereby waives any and all
rights of set-off, combination of accounts, right of retention or similar right
(whether arising under applicable law, contract or otherwise) it may have
against the Deposits howsoever arising. All payments on or in respect of each
Deposit shall be made free and clear of and without reduction for or on account
of any and all taxes, levies or other impositions or charges (collectively,
"Taxes"). However, if the Depositary or the Paying Agent (pursuant to Section
2.04 of the Escrow and Paying Agent Agreement) shall be required by law to
deduct or withhold any Taxes from or in respect of any sum payable hereunder,
the Depositary shall (i) make such deductions or withholding and (ii) pay the
full amount deducted or withheld (including in respect of such additional
amounts) to the competent taxation authority. If the date on which any payment
due on any Deposit would otherwise fall on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day, and no
additional interest shall accrue in respect of such extension.

         SECTION 4. Representation and Warranties. The Depositary hereby
represents and warrants to America West, the Escrow Agent, the Pass Through
Trustee, the Initial Purchasers and the Paying Agent that:

               (1) it is a national banking association duly organized and
existing under the laws of the United States;

               (2) it has full power, authority and legal right to conduct its
business and operations as currently conducted and to enter into and perform its
obligations under this Agreement;

               (3) the execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action on the part of it
and do not require any stockholder approval, or approval or consent of any
trustee or holder of any indebtedness or obligations of it, and this Agreement
has been duly executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable against it in accordance with the terms hereof;

               (4) no authorization, consent or approval of or other action by,
and no notice to or filing with, any United States federal or state governmental
authority or regulatory body is required for the execution, delivery or
performance by it of this Agreement;

               (5) neither the execution, delivery or performance by it of this
Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or
will conflict with or results or will result in a breach or violation of any of
the terms, conditions or provisions of, or will require any consent or approval
under, any law, governmental rule or regulation or the charter

                                       5
   7
documents, as amended, or bylaws, as amended, of it or any similar instrument
binding on it or any order, writ, injunction or decree of any court or
governmental authority against it or by which it or any of its properties is
bound or (B) results or will result in a material breach or material violation
of any of the terms, conditions or provisions of any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a material
default thereunder or results or will result in the imposition of any lien upon
any of its properties; and

               (6) there are no pending or, to its knowledge, threatened
actions, suits, investigations or proceedings (whether or not purportedly on
behalf of it) against or affecting it or any of its property before or by any
court or administrative agency which, if adversely determined, (i) would
adversely affect the ability of it to perform its obligations under this
Agreement or (ii) would call into question or challenge the validity of this
Agreement or the enforceability hereof in accordance with the terms hereof, nor
is the Depositary in default with respect to any order of any court,
governmental authority, arbitration board or administrative agency so as to
adversely affect its ability to perform its obligations under this Agreement.

         SECTION 5. Transfer. Neither party hereto shall be entitled to assign
or otherwise transfer this Agreement (or any interest herein) other than (in the
case of the Escrow Agent) to a successor escrow agent under the Escrow and
Paying Agent Agreement, and any purported assignment in violation thereof shall
be void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent) permitted assigns.
Upon the occurrence of the Transfer (as defined below) contemplated by the
Assignment and Assumption Agreement (as defined below), the Pass Through Trustee
shall (without further act) be deemed to have transferred all of its right,
title and interest in and to this Agreement to the trustee of the Successor
Trust (as defined below) and, thereafter, the trustee of the Successor Trust
shall be deemed to be the "Pass Through Trustee" hereunder with the rights of
the "Pass Through Trustee" hereunder, and each reference herein to "America West
Airlines Pass Through Trust 2001-1C-O" shall be deemed to be a reference to
"America West Airlines Pass Through Trust 2001-1C-S". The Escrow Agent and the
Depositary hereby acknowledge and consent to the Transfer contemplated by the
Assignment and Assumption Agreement. For the purposes of this Section 6,
"Transfer" means the transfer contemplated by the Assignment and Assumption
Agreement; "Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement to be entered into between the Pass Through Trustee and the
trustee of the Successor Trust, substantially in the form of Exhibit D to the
Pass Through Trust Agreement; and "Successor Trust" means the America West
Airlines Pass Through Trust 2001-1C-S.

         SECTION 6. Amendment, Etc. This Agreement may not be amended, waived or
otherwise modified except by an instrument in writing signed by the parties
hereto.

         SECTION 7. Notices.

         (a) Unless otherwise expressly provided herein, any notice, instruction
or other communication under this Agreement shall be in writing (including by
facsimile) and shall be deemed to be given and effective upon receipt thereof
(or, if received after normal business hours, the next open of business on a
Business Day). All notices shall be sent to (x) in the case of the Depositary,
Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005,
Attention: Citibank Agency & Trust (Telecopier: (212) 657-3862) or (y) in the
case of

                                       6
   8
the Escrow Agent, Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration
(Telecopier: (302) 651-8882), in each case, with a copy to the Pass Through
Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302)
651-8882) and to America West, America West Airlines, Inc., 4000 East Sky Harbor
Boulevard, Phoenix, Arizona 95043, Attention: Senior Vice President-Legal
Affairs (Telecopier: (480) 693-5904) (or at such other address as any such party
may specify from time to time in a written notice to the parties hereto). On or
prior to the execution of this Agreement, the Escrow Agent has delivered to the
Depositary an incumbency certificate containing specimen signatures of the
representatives of the Escrow Agent who are authorized to give notices and
instructions with respect to this Agreement. The Depositary may conclusively
rely on such certificate until the Depositary receives written notice from the
Escrow Agent to the contrary.

         (b) The Depositary shall be fully protected and authorized in relying
upon any instruction, notice, certification, demand, consent, authorization,
receipt, power of attorney or other writing delivered to it by any party without
being required to make any investigation or inquiry thereof to determine the
authenticity or validity thereof or the correctness of any fact stated therein,
the propriety or validity of the service thereof, or the jurisdiction of the
court issuing any judgment or order. The Depositary may act in reliance upon any
signature believed by it to be genuine, and may assume that such person has been
properly authorized to do so. The Depositary shall not be deemed to have any
duty or notice unless and until it has been provided with written notice.

         SECTION 8. Obligations Unconditional. The Depositary hereby
acknowledges and agrees that its obligation to repay each Deposit together with
interest thereon as provided herein is absolute, irrevocable and unconditional
and constitutes a full recourse obligation of the Depositary enforceable against
it to the full extent of all of its assets and properties.

         Anything to the contrary notwithstanding, the Depositary may consult
with legal counsel of its selection in the event of any dispute, or question as
to the meaning or construction of any of the provisions hereof or its duties
hereunder, and it shall incur no liability and shall be fully authorized and
protected in acting in accordance with the opinion and instructions of such
counsel.

         SECTION 9. Funds Transfers. In the event funds transfer instructions
are given (other than in writing at the time of execution of this Agreement),
whether in writing, by telecopier or otherwise, the Depositary is authorized to
seek confirmation of such instructions by telephone call back to the person or
persons designated, and the Depositary may rely upon the confirmations of anyone
purporting to be the person or persons so designated. To assure accuracy of the
instructions its receives, the Depositary may record such telephone call backs.
If the Depositary is unable to confirm any instructions, or if not satisfied
with the confirmation it receives, it will not execute the instruction until all
issues have been resolved. The person and telephone numbers for call backs may
be changed only in writing actually received and acknowledged by the Depositary.
The Depositary shall receive notification of any errors, delays or other
problems within thirty (30) days after a transaction has been executed.

         SECTION 10. Entire Agreement. This Agreement (including all attachments
hereto) sets forth all of the promises, covenants, agreements, conditions and
understandings between the

                                       7
   9
Depositary and the Escrow Agent with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements and undertakings,
inducements or conditions, express or implied, oral or written.

         SECTION 11. Governing Law. This Agreement, and the rights and
obligations of the Depositary and the Escrow Agent with respect to the Deposits,
shall be governed by, and construed in accordance with, the law of the State of
New York.

         SECTION 12. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE
ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS
RIGHT TO A TRIAL BY JURY.

         SECTION 13. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.

                                       8
   10
         IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused
this Deposit Agreement to be duly executed as of the day and year first above
written.

                                          WILMINGTON TRUST COMPANY,
                                          as Escrow Agent

                                          By:    /s/  W. Chris Sponenberg
                                                 ---------------------------
                                                Name:   W. Chris Sponenberg
                                                Title:  Assistant Vice President

                                          CITIBANK, N.A., as Depositary

                                          By:    /s/  Jenny Cheng
                                                 ---------------------------
                                                 Name:   Jenny Cheng
                                                 Title:  Vice President

                                       9
   11
                                                                      Schedule I

                              Schedule of Deposits
                                    (Class C)



         Tail Number                  Deposit Amount                 Account No.
         -----------                  --------------                 -----------

                                                               
           N825AW                      $3,846,480                      103918
           N826AW                      $3,846,480                      103919
           N827AW                      $3,846,480                      103920
           N828AW                      $3,846,480                      103921
           N829AW                      $3,855,880                      103922
           N830AW                      $3,855,880                      103923
           N831AW                      $3,865,280                      103924
           N832AW                      $3,894,420                      103925
           N664AW                      $4,421,760                      103926
           N665AW                      $4,432,100                      103927
           N667AW                      $4,471,580                      103928
           N668AW                      $4,488,500                      103929
           N669AW                      $4,522,000                      103930

   12
                                    EXHIBIT A

                          NOTICE OF PURCHASE WITHDRAWAL

Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention:  Citibank Agency & Trust
(Telecopier:  (212) 657-3866)


Gentlemen:

         Reference is made to the Deposit Agreement (Class C) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the Deposit,
$_______, Account No. ____________.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to [________________, Account No. _____, Reference: _________] on
__________, 200_, upon the telephonic request of a representative of Wilmington
Trust Company, the Pass Through Trustee.


                                              WILMINGTON TRUST COMPANY,
                                              as Escrow Agent

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


Dated: __________, 200_
   13
                                    EXHIBIT B

                           NOTICE OF FINAL WITHDRAWAL

Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention:  Citibank Agency & Trust
(Telecopier:  (212) 657-3866)

Gentlemen:

         Reference is made to the Deposit Agreement (Class C) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(b) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 200_.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits [and accrued interest thereon] to the Paying Agent at
__________________________, ABA# _____________, Account No. _____________,
Reference: America West 2001-1.


                                              WILMINGTON TRUST COMPANY,
                                              as Escrow Agent

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

Dated: __________, 20__
   14
                                    EXHIBIT C

                        NOTICE OF REPLACEMENT WITHDRAWAL

Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention: Citibank Agency & Trust
(Telecopier:  (212) 657-3866)

Gentlemen:

         Reference is made to the Deposit Agreement (Class C) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(b)(ii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 20__.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits to [________________] at __________________________, ABA#
_____________, Account No. _____________, Reference: America West 2001-1 [and to
pay accrued interest thereon to the Paying Agent at ___________, ABA
#___________, Acct. No. ___________, Reference: America West ___ 2001-1](1).
[The undersigned further directs the Depositary to pay the accrued interest on
the Deposits to the Paying Agent on _______, __ (the next Interest Payment Date)
at ABA # ___________, Account No. __________, Reference: America West
2001-1.](2)


                                              WILMINGTON TRUST COMPANY,
                                              as Escrow Agent

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

Dated: __________, 20__




- --------
1 To be deleted in the case of a Replacement Withdrawal scheduled for a date
which is not an Interest Payment Date (as defined in the Escrow and Paying Agent
Agreement).

2 To be inserted only in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and Paying
Agent Agreement).

EX-4.16

   1
                                  EXHIBIT 4.16






                                DEPOSIT AGREEMENT
                                    (Class D)

                            Dated as of May 17, 2001


                                     between


                            WILMINGTON TRUST COMPANY

                                 as Escrow Agent


                                       and


                                 CITIBANK, N.A.

                                  as Depositary
   2
         DEPOSIT AGREEMENT (Class D) dated as of May 17, 2001 (as amended,
modified or supplemented from time to time, this "Agreement") between WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as Escrow Agent under the Escrow
and Paying Agent Agreement referred to below (in such capacity, together with
its successors in such capacity, the "Escrow Agent"), and CITIBANK, N.A., a
national banking association as depositary bank hereunder (the "Depositary").

                               W I T N E S S E T H

         WHEREAS, America West Airlines, Inc. ("America West") and Wilmington
Trust Company, not in its individual capacity except as otherwise expressly
provided therein, but solely as trustee (in such capacity, together with its
successors in such capacity, the "Pass Through Trustee") have entered into a
Pass Through Trust Agreement dated as of May 17, 2001 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the "Pass
Through Trust Agreement") relating to America West Airlines Pass Through Trust
2001-1D-O pursuant to which the America West Airlines Pass Through Trust, Series
2001-1D-O Certificates referred to therein (the "Certificates") are being issued
(the date of such issuance, the "Issuance Date");

         WHEREAS, America West and Salomon Smith Barney Inc., Deutsche Banc
Alex. Brown Inc., Mizuho International plc, Banc One Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers" and,
together with their respective transferees and assigns as registered owners of
the Certificates, the "Investors") have entered into a Purchase Agreement dated
as of May 10, 2001 pursuant to which the Pass Through Trustee will issue and
sell the Certificates to the Initial Purchasers (the net proceeds of such sale
being herein referred to as the "Net Proceeds");

         WHEREAS, America West, the Pass Through Trustee, certain other pass
through trustees and certain other persons concurrently herewith are entering
into the Note Purchase Agreement, dated as of the date hereof (the "Note
Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to
acquire from time to time on or prior to the Delivery Period Termination Date
(as defined in the Note Purchase Agreement) equipment notes (the "Equipment
Notes") issued to finance or refinance the acquisition of aircraft by America
West, as lessee or as owner, utilizing a portion of the Net Proceeds;

         WHEREAS, the Escrow Agent, the Initial Purchasers, the Pass Through
Trustee and Wilmington Trust Company, as paying agent for the Escrow Agent (in
such capacity, together with its successors in such capacity, the "Paying
Agent") concurrently herewith are entering into an Escrow and Paying Agent
Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time in accordance with the terms thereof, the "Escrow and Paying
Agent Agreement"); and

         WHEREAS, the Initial Purchasers and the Pass Through Trustee intend
that the Net Proceeds (excluding any amount used to purchase Equipment Notes on
the Issuance Date) be held in escrow by the Escrow Agent on behalf of the
Investors pursuant to the Escrow and Paying Agent Agreement, subject to
withdrawal upon request of and proper certification by the Pass Through Trustee
for the purpose of purchasing Equipment Notes, and that pending such
   3
withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary
pursuant to this Agreement, which provides for the Depositary to pay interest
for distribution to the Investors and to establish accounts from which the
Escrow Agent shall make withdrawals upon request of and proper certification by
the Pass Through Trustee.

         NOW, THEREFORE, in consideration of the obligations contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

         SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to
act as depositary bank as provided herein and in connection therewith to accept
all amounts to be delivered to or held by the Depositary pursuant to the terms
of this Agreement. The Depositary further agrees to hold, maintain and safeguard
the Deposits and the Accounts (as defined below) during the term of this
Agreement in accordance with the provisions of this Agreement. The Depositary
shall neither be responsible for or under, nor chargeable with knowledge of, the
terms and conditions of any other agreement, instrument or document executed
between and among the parties hereto. This Agreement sets forth all of the
obligations of the Depositary, and no additional obligations shall be implied
from the terms of this Agreement or any other agreement, instrument or document.
The Escrow Agent shall not have any right to withdraw, assign or otherwise
transfer moneys held in the Accounts except as permitted by this Agreement.

         SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby
instructs the Depositary, and the Depositary agrees, to establish the separate
deposit accounts listed on Schedule I hereto and to establish such additional
separate deposit accounts as may be required in connection with the deposits
contemplated by Section 1.6 hereof (each, an "Account" and collectively, the
"Accounts"), each in the name of the Escrow Agent and all on the terms and
conditions set forth in this Agreement.

         SECTION 1.3 Deposits. The Escrow Agent shall direct the Initial
Purchasers to deposit with the Depositary on the date of this Agreement (the
"Deposit Date") in Federal (same day) funds by wire transfer to the account of
Citibank, N.A. at Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York,
New York 10005, ABA#021000089, Account No. 3611-4325, Attention: Citibank Agency
& Trust, Reference: America West Airlines 2001-1D, and the Depositary shall
accept from the Initial Purchasers, on behalf of the Escrow Agent, the sum of
US$45,000,000 (or such lesser amount equal to the Net Proceeds less amounts used
to purchase Equipment Notes on the Issuance Date). Upon acceptance of such sum,
the Depositary shall (i) establish each of the deposits specified in Schedule I
hereto maturing on December 26, 2002 (including any deposit made pursuant to
Section 1.6 hereof, individually, a "Deposit" and, collectively, the "Deposits")
and (ii) credit each Deposit to the related Account as set forth therein. No
amount shall be deposited in any Account other than the related Deposit.

         SECTION 1.4 Interest. (a) Each Deposit shall bear interest from and
including the date of deposit to but excluding the date of withdrawal at the
rate of Six-Month LIBOR plus 3.20% per annum for each applicable interest period
(computed on the basis of a 360-day year and actual days elapsed) payable to the
Paying Agent on behalf of the Escrow Agent semi-annually in arrears on each
April 2 and October 2 commencing on October 2, 2001 (each, an "Interest Payment
Date") and, as provided in Section 1.5(b) hereof, on the date of the Final
Withdrawal (as defined below), all in accordance with the terms of this
Agreement (whether or not any such




                                        2
   4
Deposit is withdrawn on an Interest Payment Date). Interest accrued on any
Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as
defined below) shall be paid on the next Interest Payment Date, notwithstanding
any intervening Final Withdrawal (as defined below). In addition, interest
accrued on any Deposit that is withdrawn pursuant to a Notice of Replacement
Withdrawal (as defined below) but not paid on the date of the Final Withdrawal
shall be paid on the next Interest Payment Date.

         "LIBOR Business Day" means any day on which dealings are carried on in
the London interbank market.

         "Regular Distribution Date" has the meaning specified in the Pass
Through Trust Agreement.

         "Six-Month LIBOR" means, with respect to each interest period beginning
on and including a Regular Distribution Date (or the Issuance Date) and ending
on but excluding the next Regular Distribution Date, the interest rate per annum
(calculated on the basis of a 360-day year and actual days elapsed) at which
deposits in United States dollars are offered to prime banks in the London
interbank market as indicated on display page 3750 (British Bankers
Association-LIBOR) of the Dow Jones Markets Service (or such other page as may
replace such display page 3750 for the purpose of displaying London interbank
offered rates for United States dollar deposits) or, if not so indicated, the
average (rounded upwards to the nearest 1/100%), as determined by the Escrow
Agent, of such rates as indicated on the Reuters Screen LIBO Page (or such other
page as may replace such Reuters Screen LIBO Page for the purpose of displaying
London interbank offered rates for United States dollar deposits) or, if neither
such alternative is indicated, the average (rounded upwards to the nearest
1/100%), as determined by the Escrow Agent, of such rates offered by four major
reference banks in the London interbank market, as selected by the Escrow Agent
after consultation with America West, to prime banks in the London interbank
market, in each case at or about 11:00 a.m. (London time) on the LIBOR Business
Day that is two LIBOR Business Days prior to the first day of such interest
period (the "Six-Month LIBOR Reference Date") for deposits for a period of six
months in an amount substantially equal to the principal amount then
outstanding. The Escrow Agent will, if necessary, request that each of the
reference banks provide a quotation of its rate. If at least two such quotations
are provided, the rate will be the average of the quotations (rounded to the
nearest 1/100%). If fewer than two quotations are provided, Six-Month LIBOR will
be determined for the applicable Six-Month LIBOR Reference Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York time,
on that Six-Month LIBOR Reference Date, by three major banks in New York City,
as selected by the Escrow Agent after consultation with America West, for loans
in U.S. dollars to lending European banks, for a period of six months,
commencing on that Six-Month LIBOR Reference Date, and in a principal amount
that is representative of a single transaction in U.S. dollars in that market at
that time. If the banks so selected by the Escrow Agent are not quoting as
mentioned above, the rate will be Six-Month LIBOR for the immediately preceding
interest period.

                  (b) The parties hereto further acknowledge and agree that upon
any increase in the rate of interest on the Certificates (such increase referred
to as a "Rate Increase") pursuant to the terms of the Registration Rights
Agreement, the rate of interest borne by each Deposit in accordance with Section
1.4(a) above shall increase by the amount of such Rate Increase, and upon any
subsequent decrease in the rate of interest on the Equipment Notes (such
decrease



                                        3
   5
referred to as a "Rate Decrease") pursuant to the terms of the Registration
Rights Agreement, the rate of interest borne by such Deposit shall decrease by
the amount of such Rate Decrease. For the purposes of this Section 1.4(b),
"Registration Rights Agreement" means the Exchange and Registration Rights
Agreement dated the date hereof among America West, the Pass Through Trustee,
certain other pass through trustees and the Initial Purchasers.

         SECTION 1.5 Withdrawals. (a) On and after the date seven days after the
establishment of any Deposit, the Escrow Agent may, by providing a notice of
withdrawal to the Depositary by 10:00 a.m. (New York City time) on a Business
Day that is at least one Business Day prior to the date of such requested
withdrawal in the form of Exhibit A hereto (a "Notice of Purchase Withdrawal"),
withdraw not less than the entire principal balance of such Deposit as set forth
on Schedule I, except that at any time prior to the actual withdrawal of such
Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the
Depositary, cancel such withdrawal (including on the scheduled date therefor),
and thereafter such Deposit shall continue to be maintained by the Depositary in
accordance with the original terms thereof. Following such withdrawal the
balance in the related Account shall be zero and the Depositary shall, subject
to the Depositary's payment obligation pursuant to the penultimate sentence of
Section 1.4(a) hereof, close such Account. As used herein, "Business Day" means
any day, other than a Saturday, Sunday or other day on which commercial banks
are authorized or required by law to close in New York, New York, Phoenix,
Arizona or Wilmington, Delaware. The Depositary reserves the right, upon at
least 14 days' prior written notice to America West, the Escrow Agent and the
Pass Through Trustee, to require seven days' notice for any withdrawal.

                  (b) (i) The Escrow Agent may, subject to Section 1.02(d) of
the Escrow and Paying Agent Agreement, by providing at least 15 days' prior
notice of withdrawal to the Depositary in the form of Exhibit B hereto (a
"Notice of Final Withdrawal"), withdraw the entire amount of all of the
remaining Deposits together with the payment by the Depositary of all accrued
and unpaid interest on such Deposits to but excluding the specified date of
withdrawal (a "Final Withdrawal"), on such date as shall be specified in such
Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given
to the Depositary on or before December 5, 2002 and there are unwithdrawn
Deposits on such date, the Depositary shall pay the amount of the Final
Withdrawal to the Paying Agent on December 26, 2002.

                  (ii) The Escrow Agent may, by providing at least 15 days'
prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a
"Notice of Replacement Withdrawal"), withdraw the entire amount of all Deposits
then held by the Depositary together with, if specified in such Notice of
Replacement Withdrawal, the payment by the Depositary of all accrued and unpaid
interest on such Deposits to but excluding the specified date of withdrawal (a
"Replacement Withdrawal"), on such date as shall be specified in such Notice of
Replacement Withdrawal.

                  (c) If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement
Withdrawal (each, a "Withdrawal Notice") complying with the provisions of this
Agreement, it shall make the payments specified therein in accordance with the
provisions of this Agreement.

                  If such complying Withdrawal Notice is received by the
Depositary no later than 11:00 a.m. (New York City time) on a Business Day, the
Depositary shall make the payments


                                        4
   6
requested in such Withdrawal Notice no later than 11:00 a.m. (New York City
time) on the next succeeding Business Day or such later day specified in such
Withdrawal Notice, and if such complying Withdrawal Notice is received by the
Depositary after 11:00 a.m. (New York City time) on a Business Day, the
Depositary shall make the payments requested in such Withdrawal Notice no later
than 11:00 a.m. (New York City time) on the second Business Day next following
such Business Day.

         SECTION 1.6 Other Accounts. On the date of withdrawal of any Deposit
pursuant to a Notice of Purchase Withdrawal, the Escrow Agent, or the Pass
Through Trustee on behalf of the Escrow Agent, shall be entitled to re-deposit
with the Depositary any portion thereof and the Depositary shall accept the same
for deposit hereunder; provided the Depositary receives a written request from
the Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. On
the Issuance Date, the Escrow Agent, or the Pass Through Trustee, on behalf of
the Escrow Agent, shall be entitled to deposit with the Depositary any portion
of the Net Proceeds not theretofore deposited hereunder and not used to purchase
Equipment Notes on such date and the Depositary shall accept the same for
deposit hereunder; provided the Depositary receives a written request from the
Escrow Agent or the Pass Through Trustee on behalf of the Escrow Agent. Any sums
so received for deposit shall be established as a new Deposit and credited to a
new Account, all as more fully provided in Section 1.3 hereof, and thereafter
the provisions of this Agreement shall apply thereto as fully and with the same
force and effect as if such Deposit had been established on the Deposit Date
except that (i) such Deposit may not be withdrawn prior to the date seven days
after the establishment thereof and (ii) such Deposit shall mature on December
26, 2002 and bear interest as provided in Section 1.4. The Depositary shall
promptly give notice to the Escrow Agent of receipt of each such re-deposit and
the account number assigned thereto.

         SECTION 2. Termination. This Agreement shall terminate on the fifth
Business Day after the later of the date on which (i) all of the Deposits shall
have been withdrawn and paid as provided herein without any re-deposit of such
funds and (ii) all accrued and unpaid interest on the Deposits shall have been
paid as provided herein, but in no event prior to the date on which the
Depositary shall have performed in full its obligations hereunder. For the
avoidance of doubt, the obligations of the Depositary under the last two
sentences of Section 1.4(a) hereof shall remain in full force and effect
notwithstanding the execution and delivery of a replacement Deposit Agreement in
accordance with Section 4(a)(vii) of the Note Purchase Agreement.

         SECTION 3. Payments. All payments (including, without limitation, those
payments made in respect of Taxes (as defined and provided for below)) made by
the Depositary hereunder shall be paid in United States Dollars and immediately
available funds by wire transfer (i) in the case of accrued interest on the
Deposits payable under Section 1.4 hereof or any Final Withdrawal, directly to
the Paying Agent at Wilmington Trust Company, Wilmington, Delaware, ABA#
031100092, for credit to the account of America West 2001-1, Account No.
55175-0, Attention: Tracy McLamb, Telephone No. (302) 651-1065, Reference:
America West 2001-1D, or to such other account as the Paying Agent may direct
from time to time in writing to the Depositary and the Escrow Agent and (ii) in
the case of any withdrawal of one or more Deposits pursuant to a Notice of
Purchase Withdrawal or Notice of Replacement Withdrawal, directly to or as
directed by the Pass Through Trustee as specified and in the manner provided in
such Notice of Purchase Withdrawal or Notice of Replacement Withdrawal. The
Depositary hereby waives any and all rights of set-off, combination of accounts,
right of retention or similar right




                                        5
   7
(whether arising under applicable law, contract or otherwise) it may have
against the Deposits howsoever arising. All payments on or in respect of each
Deposit shall be made free and clear of and without reduction for or on account
of any and all taxes, levies or other impositions or charges (collectively,
"Taxes"). However, if the Depositary or the Paying Agent (pursuant to Section
2.04 of the Escrow and Paying Agent Agreement) shall be required by law to
deduct or withhold any Taxes from or in respect of any sum payable hereunder,
the Depositary shall (i) make such deductions or withholding and (ii) pay the
full amount deducted or withheld (including in respect of such additional
amounts) to the competent taxation authority. If the date on which any payment
due on any Deposit would otherwise fall on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day, and no
additional interest shall accrue in respect of such extension.

         SECTION 4. Representation and Warranties. The Depositary hereby
represents and warrants to America West, the Escrow Agent, the Pass Through
Trustee, the Initial Purchasers and the Paying Agent that:

                  (1) it is a national banking association duly organized and
existing under the laws of the United States;

                  (2) it has full power, authority and legal right to conduct
its business and operations as currently conducted and to enter into and perform
its obligations under this Agreement;

                  (3) the execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action on the part of it
and do not require any stockholder approval, or approval or consent of any
trustee or holder of any indebtedness or obligations of it, and this Agreement
has been duly executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable against it in accordance with the terms hereof;

                  (4) no authorization, consent or approval of or other action
by, and no notice to or filing with, any United States federal or state
governmental authority or regulatory body is required for the execution,
delivery or performance by it of this Agreement;

                  (5) neither the execution, delivery or performance by it of
this Agreement, nor compliance with the terms and provisions hereof, (A)
conflicts or will conflict with or results or will result in a breach or
violation of any of the terms, conditions or provisions of, or will require any
consent or approval under, any law, governmental rule or regulation or the
charter documents, as amended, or bylaws, as amended, of it or any similar
instrument binding on it or any order, writ, injunction or decree of any court
or governmental authority against it or by which it or any of its properties is
bound or (B) results or will result in a material breach or material violation
of any of the terms, conditions or provisions of any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a material
default thereunder or results or will result in the imposition of any lien upon
any of its properties; and

                  (6) there are no pending or, to its knowledge, threatened
actions, suits, investigations or proceedings (whether or not purportedly on
behalf of it) against or affecting it or any of its property before or by any
court or administrative agency which, if adversely



                                        6
   8
determined, (i) would adversely affect the ability of it to perform its
obligations under this Agreement or (ii) would call into question or challenge
the validity of this Agreement or the enforceability hereof in accordance with
the terms hereof, nor is the Depositary in default with respect to any order of
any court, governmental authority, arbitration board or administrative agency so
as to adversely affect its ability to perform its obligations under this
Agreement.

         SECTION 5. Transfer. Neither party hereto shall be entitled to assign
or otherwise transfer this Agreement (or any interest herein) other than (in the
case of the Escrow Agent) to a successor escrow agent under the Escrow and
Paying Agent Agreement, and any purported assignment in violation thereof shall
be void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent) permitted assigns.
Upon the occurrence of the Transfer (as defined below) contemplated by the
Assignment and Assumption Agreement (as defined below), the Pass Through Trustee
shall (without further act) be deemed to have transferred all of its right,
title and interest in and to this Agreement to the trustee of the Successor
Trust (as defined below) and, thereafter, the trustee of the Successor Trust
shall be deemed to be the "Pass Through Trustee" hereunder with the rights of
the "Pass Through Trustee" hereunder, and each reference herein to "America West
Airlines Pass Through Trust 2001-1D-O" shall be deemed to be a reference to
"America West Airlines Pass Through Trust 2001-1D-S". The Escrow Agent and the
Depositary hereby acknowledge and consent to the Transfer contemplated by the
Assignment and Assumption Agreement. For the purposes of this Section 6,
"Transfer" means the transfer contemplated by the Assignment and Assumption
Agreement; "Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement to be entered into between the Pass Through Trustee and the
trustee of the Successor Trust, substantially in the form of Exhibit D to the
Pass Through Trust Agreement; and "Successor Trust" means the America West
Airlines Pass Through Trust 2001-1D-S.

         SECTION 6. Amendment, Etc. This Agreement may not be amended, waived or
otherwise modified except by an instrument in writing signed by the parties
hereto.

         SECTION 7. Notices.

         (a) Unless otherwise expressly provided herein, any notice, instruction
or other communication under this Agreement shall be in writing (including by
facsimile) and shall be deemed to be given and effective upon receipt thereof
(or, if received after normal business hours, the next open of business on a
Business Day). All notices shall be sent to (x) in the case of the Depositary,
Citibank, N.A. 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005,
Attention: Citibank Agency & Trust (Telecopier: (212) 657-3862) or (y) in the
case of the Escrow Agent, Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration
(Telecopier: (302) 651-8882), in each case, with a copy to the Pass Through
Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration (Telecopier: (302)
651-8882) and to America West, America West Airlines, Inc., 4000 East Sky Harbor
Boulevard, Phoenix, Arizona 95043, Attention: Senior Vice President-Legal
Affairs (Telecopier: (480) 693-5904) (or at such other address as any such party
may specify from time to time in a written notice to the parties hereto). On or
prior to the execution of this Agreement, the Escrow Agent has delivered to the
Depositary an incumbency certificate containing specimen signatures of the
representatives of the Escrow Agent who are authorized to give notices and



                                       7
   9
instructions with respect to this Agreement. The Depositary may conclusively
rely on such certificate until the Depositary receives written notice from the
Escrow Agent to the contrary.

         (b) The Depositary shall be fully protected and authorized in relying
upon any instruction, notice, certification, demand, consent, authorization,
receipt, power of attorney or other writing delivered to it by any party without
being required to make any investigation or inquiry thereof to determine the
authenticity or validity thereof or the correctness of any fact stated therein,
the propriety or validity of the service thereof, or the jurisdiction of the
court issuing any judgment or order. The Depositary may act in reliance upon any
signature believed by it to be genuine, and may assume that such person has been
properly authorized to do so. The Depositary shall not be deemed to have any
duty or notice unless and until it has been provided with written notice.

         SECTION 8. Obligations Unconditional. The Depositary hereby
acknowledges and agrees that its obligation to repay each Deposit together with
interest thereon as provided herein is absolute, irrevocable and unconditional
and constitutes a full recourse obligation of the Depositary enforceable against
it to the full extent of all of its assets and properties.

         Anything to the contrary notwithstanding, the Depositary may consult
with legal counsel of its selection in the event of any dispute, or question as
to the meaning or construction of any of the provisions hereof or its duties
hereunder, and it shall incur no liability and shall be fully authorized and
protected in acting in accordance with the opinion and instructions of such
counsel.

         SECTION 9. Funds Transfers. In the event funds transfer instructions
are given (other than in writing at the time of execution of this Agreement),
whether in writing, by telecopier or otherwise, the Depositary is authorized to
seek confirmation of such instructions by telephone call back to the person or
persons designated, and the Depositary may rely upon the confirmations of anyone
purporting to be the person or persons so designated. To assure accuracy of the
instructions its receives, the Depositary may record such telephone call backs.
If the Depositary is unable to confirm any instructions, or if not satisfied
with the confirmation it receives, it will not execute the instruction until all
issues have been resolved. The person and telephone numbers for call backs may
be changed only in writing actually received and acknowledged by the Depositary.
The Depositary shall receive notification of any errors, delays or other
problems within thirty (30) days after a transaction has been executed.

         SECTION 10. Entire Agreement. This Agreement (including all attachments
hereto) sets forth all of the promises, covenants, agreements, conditions and
understandings between the Depositary and the Escrow Agent with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements
and undertakings, inducements or conditions, express or implied, oral or
written.

         SECTION 11. Governing Law. This Agreement, and the rights and
obligations of the Depositary and the Escrow Agent with respect to the Deposits,
shall be governed by, and construed in accordance with, the law of the State of
New York.

         SECTION 12. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE
ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION



                                       8
   10
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY
IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

         SECTION 13. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.



                                      * * *



                                       9
   11
                  IN WITNESS WHEREOF, the Escrow Agent and the Depositary have
caused this Deposit Agreement to be duly executed as of the day and year first
above written.



                                            WILMINGTON TRUST COMPANY,
                                               as Escrow Agent


                                            By:    /s/  W. Chris Sponenberg
                                                 -------------------------------
                                               Name:    W. Chris Sponenberg
                                               Title:   Assistant Vice President


                                            CITIBANK, N.A., as Depositary


                                            By:    /s/  Jenny Cheng
                                                 -------------------------------
                                               Name:    Jenny Cheng
                                               Title:   Vice President



                                       10
   12
                                                                      Schedule I

                              Schedule of Deposits
                                    (Class D)



         Tail Number                  Deposit Amount                 Account No.
         -----------                  --------------                 -----------
                                                               
           N825AW                      $3,220,400                      103904
           N826AW                      $3,220,400                      103905
           N827AW                      $3,220,400                      103906
           N828AW                      $3,220,400                      103907
           N829AW                      $3,157,400                      103908
           N830AW                      $3,157,400                      103909
           N831AW                      $3,094,400                      103910
           N832AW                      $2,899,100                      103911
           N664AW                      $4,364,800                      103912
           N665AW                      $4,295,500                      103913
           N667AW                      $4,030,900                      103914
           N668AW                      $2,515,000                      103915
           N669AW                      $1,257,500                      103916

   13
                                    EXHIBIT A

                          NOTICE OF PURCHASE WITHDRAWAL



Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention:  Citibank Agency & Trust
(Telecopier:  (212) 657-3866)


Gentlemen:

         Reference is made to the Deposit Agreement (Class D) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the Deposit,
$_______, Account No. ____________.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to [________________, Account No. _____, Reference: _________] on
__________, 200_, upon the telephonic request of a representative of Wilmington
Trust Company, the Pass Through Trustee.


                                                      WILMINGTON TRUST COMPANY,
                                                      as Escrow Agent



                                                      By:_______________________
                                                         Name:
                                                         Title:


Dated: __________, 200_
   14
                                    EXHIBIT B

                           NOTICE OF FINAL WITHDRAWAL

Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention:  Citibank Agency & Trust
(Telecopier:  (212) 657-3866)

Gentlemen:

         Reference is made to the Deposit Agreement (Class D) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(b) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 200_.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits [and accrued interest thereon] to the Paying Agent at
__________________________, ABA# _____________, Account No. _____________,
Reference: America West 2001-1.


                                                       WILMINGTON TRUST COMPANY,
                                                       as Escrow Agent



                                                      By:_______________________
                                                         Name:
                                                         Title:

Dated: __________, 20__
   15
                                    EXHIBIT C

                        NOTICE OF REPLACEMENT WITHDRAWAL

Citibank, N.A.
111 Wall Street, 14th Floor, Zone 3
New York, New York  10005
Attention: Citibank Agency & Trust
(Telecopier:  (212) 657-3866)

Gentlemen:

         Reference is made to the Deposit Agreement (Class D) dated as of May
17, 2001 (the "Deposit Agreement") between Wilmington Trust Company, as Escrow
Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(b)(ii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 20__.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits to [________________] at __________________________, ABA#
_____________, Account No. _____________, Reference: America West 2001-1 [and to
pay accrued interest thereon to the Paying Agent at ___________, ABA
#___________, Acct. No. ___________, Reference: America West ___ 2001-1]1. [The
undersigned further directs the Depositary to pay the accrued interest on the
Deposits to the Paying Agent on _______, __ (the next Interest Payment Date) at
ABA # ___________, Account No. __________, Reference: America West 2001-1.]2


                                                   WILMINGTON TRUST COMPANY,
                                                   as Escrow Agent



                                                      By:_______________________
                                                         Name:
                                                         Title:

Dated: __________, 20__




- --------
1 To be deleted in the case of a Replacement Withdrawal scheduled for a date
which is not an Interest Payment Date (as defined in the Escrow and Paying Agent
Agreement).

2 To be inserted only in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and Paying
Agent Agreement).

EX-4.17

   1
                                  EXHIBIT 4.17




                        ESCROW AND PAYING AGENT AGREEMENT
                                    (Class G)

                            Dated as of May 17, 2001

                                      among

                            WILMINGTON TRUST COMPANY
                                 as Escrow Agent

                            SALOMON SMITH BARNEY INC.
                         DEUTSCHE BANC ALEX. BROWN INC.
                            MIZUHO INTERNATIONAL PLC
                         BANC ONE CAPITAL MARKETS, INC.
                                       and
                       TOKYO-MITSUBISHI INTERNATIONAL PLC

                              as Initial Purchasers

                            WILMINGTON TRUST COMPANY,
                         not in its individual capacity,
                       but solely as Pass Through Trustee
                              for and on behalf of
               America West Airlines Pass Through Trust 2001-1G-O

                             as Pass Through Trustee

                                       and

                            WILMINGTON TRUST COMPANY
                                 as Paying Agent
   2
                                TABLE OF CONTENTS



                                                                                                    Page
                                                                                                    ----
                                                                                                 
SECTION 1.     Escrow Agent.......................................................................    2


Section 1.01.  Appointment of Escrow Agent........................................................    2


Section 1.02.  Instruction; Etc...................................................................    3


Section 1.03.  Initial Escrow Amount; Issuance of Escrow Receipts.................................    4


Section 1.04.  Payments to Receiptholders.........................................................    4


Section 1.05.  Mutilated, Destroyed, Lost or Stolen Escrow Receipt................................    4


Section 1.06.  Additional Escrow Amounts..........................................................    5


Section 1.07.  Resignation or Removal of Escrow Agent.............................................    5


Section 1.08.  Persons Deemed Owners..............................................................    6


Section 1.09.  Further Assurances.................................................................    6


SECTION 2.     Paying Agent.......................................................................    6


Section 2.01.  Appointment of Paying Agent........................................................    6


Section 2.02.  Establishment of Paying Agent Account..............................................    6


Section 2.03.  Payments from Paying Agent Account.................................................    7


Section 2.04.  Withholding Taxes..................................................................    7


Section 2.05.  Resignation or Removal of Paying Agent.............................................    8


Section 2.06.  Notice of Final Withdrawal.........................................................    8



                                       i
   3


                                                                                                    Page
                                                                                                    ----
                                                                                                 
SECTION 3.     Payments...........................................................................    9


SECTION 4.     Other Actions......................................................................    9


SECTION 5.     Representations and Warranties of the Escrow Agent.................................    9


SECTION 6.     Representations and Warranties of the Paying Agent.................................   10


SECTION 7.     Indemnification....................................................................   11


SECTION 8.     Amendment, Etc.....................................................................   12


SECTION 9.     Notices............................................................................   12


SECTION 10.    Transfer...........................................................................   13


SECTION 11.    Entire Agreement...................................................................   13


SECTION 12.    Governing Law......................................................................   13


SECTION 13.    Waiver of Jury Trial Right.........................................................   13


SECTION 14.    Counterparts.......................................................................   13


Exhibit A      Escrow Receipt


Exhibit B      Withdrawal Certificate



                                       ii
   4
                  ESCROW AND PAYING AGENT AGREEMENT (Class G) dated as of May
17, 2001 (as amended, modified or supplemented from time to time, this
"Agreement") among WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Escrow Agent (in such capacity, together with its successors in such capacity,
the "Escrow Agent"); SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC.,
MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI
INTERNATIONAL PLC, as Initial Purchasers of the Certificates referred to below
(the "Initial Purchasers" and together with their respective transferees and
assigns as registered owners of the Certificates, the "Investors") under the
Purchase Agreement referred to below; Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity except as otherwise
expressly provided herein, but solely as trustee (in such capacity, together
with its successors in such capacity, the "Pass Through Trustee") under the Pass
Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as paying agent hereunder (in such capacity,
together with its successors in such capacity, the "Paying Agent").

                               W I T N E S S E T H

                  WHEREAS, America West Airlines, Inc. ("America West") and the
Pass Through Trustee have entered into a Pass Through Trust Agreement, dated as
of May 17, 2001 (together, as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Pass Through Trust Agreement")
relating to America West Airlines Pass Through Trust 2001-1G-O (the "Pass
Through Trust") pursuant to which the America West Airlines Pass Through Trust,
Series 2001-1G-O Certificates referred to therein (the "Certificates") are being
issued;

                  WHEREAS, America West and the Initial Purchasers have entered
into a Purchase Agreement dated as of May 10, 2001 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the
"Purchase Agreement") pursuant to which the Pass Through Trustee will issue and
sell the Certificates to the Initial Purchasers (the net proceeds of such sale
being herein referred to as the "Net Proceeds");

                  WHEREAS, America West, the Pass Through Trustee, certain other
pass through trustees and certain other persons concurrently herewith are
entering into the Note Purchase Agreement, dated as of the date hereof (the
"Note Purchase Agreement"), pursuant to which the Pass Through Trustee has
agreed to acquire from time to time on or prior to the Delivery Period
Termination Date (as defined in the Note Purchase Agreement) equipment notes
(the "Equipment Notes") issued to finance or refinance the acquisition of
aircraft by America West, as lessee or as owner, utilizing a portion of the Net
Proceeds;

                  WHEREAS, the Initial Purchasers and the Pass Through Trustee
intend that the Net Proceeds (excluding any amount used to purchase Equipment
Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of
the Investors, subject to withdrawal upon request by the Pass Through Trustee
and satisfaction of the conditions set forth in the Note Purchase Agreement for
the purpose of purchasing Equipment Notes, and that pending such withdrawal the
Net Proceeds be deposited on behalf of the Escrow Agent with Citibank, N.A., a
   5
                                                                               2


national banking association, as Depositary (the "Depositary" which shall also
be deemed to refer to any Replacement Depositary (as defined in the Note
Purchase Agreement) from and after the date on which the Deposits are
transferred to such Replacement Depositary) under the Deposit Agreement, dated
as of the date hereof between the Depositary and the Escrow Agent relating to
the Pass Through Trust (as amended, modified, supplemented or replaced from time
to time in accordance with the terms thereof, the "Deposit Agreement" which
shall also be deemed to refer to any Replacement Deposit Agreement (as defined
in the Note Purchase Agreement) to which the Escrow Agent becomes a party
pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits
from the Depositary to the Replacement Depositary) pursuant to which, among
other things, the Depositary will pay interest for distribution to the Investors
and establish accounts from which the Escrow Agent shall make withdrawals upon
request of and proper certification by the Pass Through Trustee;

                  WHEREAS, the Escrow Agent wishes to appoint the Paying Agent
to pay amounts required to be distributed to the Investors in accordance with
this Agreement; and

                  WHEREAS, capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Pass Through Trust Agreement.

                  NOW, THEREFORE, in consideration of the obligations contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

                  SECTION 1. Escrow Agent.

                  Section 1.01. Appointment of Escrow Agent. Each of the Initial
Purchasers, for and on behalf of each of the Investors, hereby irrevocably
appoints, authorizes and directs the Escrow Agent to act as escrow agent and
fiduciary hereunder and under the Deposit Agreement for such specific purposes
and with such powers as are specifically delegated to the Escrow Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Escrow Agent
under this Agreement or the Deposit Agreement shall be held in escrow by the
Escrow Agent in accordance with the terms of this Agreement. This Agreement is
irrevocable and the Investors' rights with respect to any monies received and
held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement
shall only be as provided under the terms and conditions of this Agreement and
the Deposit Agreement. The Escrow Agent (which term as used in this sentence
shall include reference to its affiliates and its own and its affiliates'
officers, directors, employees and agents): (a) shall have no duties or
responsibilities except those expressly set forth in this Agreement; (b) shall
not be responsible to the Pass Through Trustee or the Investors for any
recitals, statements, representations or warranties of any person other then
itself contained in this Agreement or the Deposit Agreement or for the failure
by the Pass Through Trustee, the Investors or any other person or entity (other
than the Escrow Agent) to perform any of its obligations hereunder (whether or
not the Escrow Agent shall have any knowledge thereof); and (c) shall not be
responsible for any action taken or omitted to be taken by it hereunder or
provided for herein or in connection herewith, except for its own willful
misconduct or gross
   6
                                                                               3


negligence (or simple negligence in connection with the handling of funds) or
breach of its obligations hereunder.

                  Section 1.02. Instruction; Etc. The Initial Purchasers, for
and on behalf of each of the Investors, hereby irrevocably instruct the Escrow
Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and,
if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase
Agreement, to enter into a Replacement Deposit Agreement with the Replacement
Depositary specified by the Company, (b) to appoint the Paying Agent as provided
in this Agreement, (c) upon receipt at any time and from time to time prior to
the Termination Date (as defined below) of a certificate substantially in the
form of Exhibit B hereto (a "Withdrawal Certificate") executed by the Pass
Through Trustee, together with an attached Notice of Purchase Withdrawal in
substantially the form of Exhibit A to the Deposit Agreement duly completed by
the Pass Through Trustee (the "Applicable Notice of Purchase Withdrawal" and the
withdrawal to which it relates, a "Purchase Withdrawal"), immediately to execute
the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to
the Depositary by facsimile transmission in accordance with the Deposit
Agreement; provided that, upon the request of the Pass Through Trustee after
such transmission, the Escrow Agent shall cancel such Applicable Notice of
Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by
the Pass Through Trustee, together with an attached Notice of Replacement
Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly
completed by the Pass Through Trustee, to (X) give such Notice of Replacement
Withdrawal to the Depositary requesting a withdrawal, on the date specified in
such notice, which shall not be less than 15 days after such notice is given
(the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary
together with, if the Replacement Withdrawal Date occurs on a Regular
Distribution Date, all accrued and unpaid interest on such Deposits to but
excluding the Replacement Withdrawal Date, and (Y) direct the Depositary to
transfer such Deposits on behalf of the Escrow Agent to the Replacement
Depositary in accordance with the Replacement Deposit Agreement, and (e) if
there are any undrawn Deposits (as defined in the Deposit Agreement) on the
"Termination Date", which shall mean the earlier of (i) November 30, 2002 and
(ii) the day on which the Escrow Agent receives notice from the Pass Through
Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes
under the Note Purchase Agreement has terminated, to give notice to the
Depositary (with a copy to the Paying Agent) substantially in the form of
Exhibit B to the Deposit Agreement requesting a withdrawal of all of the
remaining Deposits, together with accrued and unpaid interest on such Deposits
to the date of withdrawal, on the 35th day after the date that such notice of
withdrawal is given to the Depositary (or, if not a Business Day, on the next
succeeding Business Day) (a "Final Withdrawal"), provided that if the day
scheduled for the Final Withdrawal in accordance with the foregoing is within 10
days before or after a Regular Distribution Date, then the Escrow Agent shall
request that such requested Final Withdrawal be made on such Regular
Distribution Date (the date of such requested withdrawal, the "Final Withdrawal
Date"). If for any reason the Escrow Agent shall have failed to give the Final
Withdrawal Notice to the Depositary on or before December 5, 2002, and there are
unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to
be December 26, 2002.
   7
                                                                               4


                  Section 1.03. Initial Escrow Amount; Issuance of Escrow
Receipts. The Escrow Agent hereby directs the Initial Purchasers to, and the
Initial Purchasers hereby acknowledge that on the date hereof they shall,
irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount
in U.S. dollars ("Dollars") and immediately available funds equal to
$325,143,000 (or such lesser amount equal to the Net Proceeds less amounts used
to purchase Equipment Notes on the Issuance Date), for deposit on behalf of the
Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit
Agreement. The Initial Purchasers hereby instruct the Escrow Agent, upon receipt
of such sum from the Initial Purchasers, to confirm such receipt by executing
and delivering to the Pass Through Trustee an Escrow Receipt in the form of
Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through
Trustee to each Certificate and (b) to evidence the same percentage interest
(the "Escrow Interest") in the Account Amounts (as defined below) as the
Fractional Undivided Interest in the Pass Through Trust evidenced by the
Certificate to which it is to be affixed. The Escrow Agent shall provide to the
Pass Through Trustee for attachment to each Certificate newly issued under and
in accordance with the Pass Through Trust Agreement an executed Escrow Receipt
as the Pass Through Trustee may from time to time request of the Escrow Agent.
Each Escrow Receipt shall be registered by the Escrow Agent in a register (the
"Register") maintained by the Escrow Agent in the same name and same manner as
the Certificate to which it is attached and may not thereafter be detached from
such Certificate to which it is to be affixed prior to the distribution of the
Final Withdrawal (the "Final Distribution"). After the Final Distribution, no
additional Escrow Receipts shall be issued and the Pass Through Trustee shall
request the return to the Escrow Agent for cancellation of all outstanding
Escrow Receipts.

                  Section 1.04. Payments to Receiptholders; Notice to
Depositary. All payments and distributions made to holders of an Escrow Receipt
(collectively "Receiptholders") in respect of the Escrow Receipt shall be made
only from amounts deposited in the Paying Agent Account (as defined below)
("Account Amounts"). Each Receiptholder, by its acceptance of an Escrow Receipt,
agrees that (a) it will look solely to the Account Amounts for any payment or
distribution due to such Receiptholder pursuant to the terms of the Escrow
Receipt and this Agreement and (b) it will have no recourse to America West, the
Pass Through Trustee, the Paying Agent, the Escrow Agent or Wilmington Trust
Company, except as expressly provided herein or in the Pass Through Trust
Agreement. No Receiptholder shall have any right to vote or in any manner
otherwise control the operation and management of the Paying Agent Account or
the obligations of the parties hereto, nor shall anything set forth herein, or
contained in the terms of the Escrow Receipt, be construed so as to constitute
the Receiptholders from time to time as partners or members of an association.

                  No later than four Business Days prior to each Regular
Distribution Date, the Escrow Agent shall provide a notice to the Depositary
specifying the amount of interest due on the Deposits on such Regular
Distribution Date.

                  Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow
Receipt. If (a) any mutilated Escrow Receipt is surrendered to the Escrow Agent
or the Escrow Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Escrow Receipt and (b) there is delivered to the Escrow
Agent and the Pass Through Trustee such security, indemnity or bond,
   8
                                                                               5


as may be required by them to hold each of them harmless, then, absent notice to
the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen
Escrow Receipt has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the Uniform Commercial Code in effect in any
applicable jurisdiction are met, the Escrow Agent shall execute, authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like
Escrow Interest in the Account Amounts and bearing a number not
contemporaneously outstanding.

                  In connection with the issuance of any new Escrow Receipt
under this Section 1.05, the Escrow Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Pass Through Trustee and the Escrow Agent) connected therewith.

                  Any duplicate Escrow Receipt issued pursuant to this Section
1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in
the Account Amounts, as if originally issued, whether or not the lost, stolen or
destroyed Escrow Receipt shall be found at any time.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Escrow
Receipts.

                  Section 1.06. Additional Escrow Amounts. On the date of any
Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary
some or all of the amounts so withdrawn in accordance with Section 1.6 of the
Deposit Agreement.

                  Section 1.07. Resignation or Removal of Escrow Agent. Subject
to the appointment and acceptance of a successor Escrow Agent as provided below,
the Escrow Agent may resign at any time by giving 30 days' prior written notice
thereof to the Investors, but may not otherwise be removed except for cause by
the written consent of the Investors with respect to Investors representing
Escrow Interests aggregating not less than a majority in interest in the Account
Amounts (an "Action of Investors"). Upon any such resignation or removal, the
Investors, by an Action of Investors, shall have the right to appoint a
successor Escrow Agent. If no successor Escrow Agent shall have been so
appointed and shall have accepted such appointment within 30 days after the
retiring Escrow Agent's giving of notice of resignation or the removal of the
retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor
Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in
the United States with a combined capital and surplus of at least $100,000,000.
Upon the acceptance of any appointment as Escrow Agent hereunder by a successor
Escrow Agent, such successor Escrow Agent shall enter into such documents as the
Pass Through Trustee shall require and shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Escrow
Agent, and the retiring Escrow Agent shall be discharged from its duties and
obligations hereunder. No resignation or removal of the Escrow Agent shall be
effective unless a written confirmation shall have been obtained from each of
Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a
division of The McGraw-Hill
   9
                                                                               6


Companies, Inc., that the replacement of the Escrow Agent with the successor
Escrow Agent will not result in (a) a reduction of the rating for the
Certificates below the then current rating for the Certificates or (b) a
withdrawal or suspension of the rating of the Certificates.

                  Section 1.08. Persons Deemed Owners. Prior to due presentment
of a Certificate for registration of transfer, the Escrow Agent and the Paying
Agent may treat the Person in whose name any Escrow Receipt is registered (as of
the day of determination) as the owner of such Escrow Receipt for the purpose of
receiving distributions pursuant to this Agreement and for all other purposes
whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected
by any notice to the contrary.

                  Section 1.09. Further Assurances. The Escrow Agent agrees to
take such actions, and execute such other documents, as may be reasonably
requested by the Pass Through Trustee in order to effectuate the purposes of
this Agreement and the performance by the Escrow Agent of its obligations
hereunder.

                  SECTION 2. Paying Agent.

                  Section 2.01. Appointment of Paying Agent. The Escrow Agent
hereby irrevocably appoints and authorizes the Paying Agent to act as its paying
agent hereunder, for the benefit of the Investors, for such specific purposes
and with such powers as are specifically delegated to the Paying Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Paying Agent
under this Agreement or the Deposit Agreement shall be held in the Paying Agent
Account for the benefit of the Investors. The Paying Agent (which term as used
in this sentence shall include reference to its affiliates and its own and its
affiliates' officers, directors, employees and agents): (a) shall have no duties
or responsibilities except those expressly set forth in this Agreement, and
shall not by reason of this Agreement be a trustee for the Escrow Agent; (b)
shall not be responsible to the Escrow Agent for any recitals, statements,
representations or warranties of any person other then itself contained in this
Agreement or for the failure by the Escrow Agent or any other person or entity
(other than the Paying Agent) to perform any of its obligations hereunder
(whether or not the Paying Agent shall have any knowledge thereof); and (c)
except in respect of its express obligations hereunder, shall not be responsible
for any action taken or omitted to be taken by it hereunder or provided for
herein or in connection herewith, except for its own willful misconduct or gross
negligence (or simple negligence in connection with the handling of funds).

                  Section 2.02. Establishment of Paying Agent Account. The
Paying Agent shall establish a deposit account (the "Paying Agent Account") at
Wilmington Trust Company in the name of the Escrow Agent. It is expressly
understood by the parties hereto that the Paying Agent is acting as the paying
agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying
Agent Account constitute part of the Trust Property.
   10
                                                                               7


                  Section 2.03. Payments from Paying Agent Account. The Escrow
Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees
to act, as follows:

                  (a) On each Interest Payment Date (as defined in the Deposit
         Agreement) or as soon thereafter as the Paying Agent has confirmed
         receipt in the Paying Agent Account from the Depositary of any amount
         in respect of accrued interest on the Deposits, the Paying Agent shall
         distribute out of the Paying Agent Account the entire amount deposited
         therein by the Depositary. There shall be so distributed to each
         Receiptholder of record on the 15th day (whether or not a Business Day)
         preceding such Interest Payment Date by check mailed to such
         Receiptholder, at the address appearing in the Register, such
         Receiptholder's pro rata share (based on the Escrow Interest in the
         Account Amounts held by such Receiptholder) of the total amount of
         interest deposited by the Depositary in the Paying Agent Account on
         such date, except that, with respect to Escrow Receipts registered on
         the Record Date in the name of DTC, such distribution shall be made by
         wire transfer in immediately available funds to the account designated
         by DTC.

                  (b) Upon the confirmation by the Paying Agent of receipt in
         the Paying Agent Account from the Depositary of any amount in respect
         of the Final Withdrawal, the Paying Agent shall forthwith distribute
         the entire amount of the Final Withdrawal deposited therein by the
         Depositary. There shall be so distributed to each Receiptholder of
         record on the 15th day (whether or not a Business Day) preceding the
         Final Withdrawal Date by check mailed to such Receiptholder, at the
         address appearing in the Register, such Receiptholder's pro rata share
         (based on the Escrow Interest in the Account Amounts held by such
         Receiptholder) of the total amount in the Paying Agent Account on
         account of such Final Withdrawal, except that, with respect to Escrow
         Receipts registered on the Record Date in the name of DTC, such
         distribution shall be made by wire transfer in immediately available
         funds to the account designated by DTC.

                  (c) If any payment of interest or principal in respect of the
         Final Withdrawal is not received by the Paying Agent within five days
         of the applicable date when due, then it shall be distributed to
         Receiptholders after actual receipt by the Paying Agent on the same
         basis as a Special Payment is distributed under the Pass Through Trust
         Agreement.

                  (d) The Paying Agent shall include with any check mailed
         pursuant to this Section any notice required to be distributed under
         the Pass Through Trust Agreement that is furnished to the Paying Agent
         by the Pass Through Trustee.

                  Section 2.04. Withholding Taxes. The Paying Agent shall
exclude and withhold from each distribution of accrued interest on the Deposits
(as defined in the Deposit Agreement) and any amount in respect of the Final
Withdrawal any and all withholding taxes applicable thereto as required by law.
The Paying Agent agrees to act as such withholding agent and, in connection
therewith, whenever any present or future taxes or similar charges are required
to be withheld with respect to any amounts payable in respect of the Deposits
(as defined in the
   11
                                                                               8


Deposit Agreement) or the escrow amounts, to withhold such amounts and timely
pay the same to the appropriate authority in the name of and on behalf of the
Receiptholders, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Receiptholder appropriate documentation
showing the payment thereof, together with such additional documentary evidence
as such Receiptholder may reasonably request from time to time. The Paying Agent
agrees to file any other information reports as it may be required to file under
United States law.

                  Section 2.05. Resignation or Removal of Paying Agent. Subject
to the appointment and acceptance of a successor Paying Agent as provided below,
the Paying Agent may resign at any time by giving 30 days' prior written notice
thereof to the Escrow Agent, but may not otherwise be removed except for cause
by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent
shall have the right to appoint a successor Paying Agent. If no successor Paying
Agent shall have been so appointed and shall have accepted such appointment
within 30 days after the retiring Paying Agent's giving of notice of resignation
or the removal of the retiring Paying Agent, then the retiring Paying Agent may
appoint a successor Paying Agent. Any Successor Paying Agent shall be a bank
which has an office in the United States with a combined capital and surplus of
at least $100,000,000. Upon the acceptance of any appointment as Paying Agent
hereunder by a successor Paying Agent, such successor Paying Agent shall enter
into such documents as the Escrow Agent shall require and shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Paying Agent, and the retiring Paying Agent shall be discharged
from its duties and obligations hereunder.

                  Section 2.06. Notice of Final Withdrawal. Promptly after
receipt by the Paying Agent of notice that the Escrow Agent has requested a
Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent shall
cause notice of the distribution of such Final Withdrawal to be mailed to each
of the Receiptholders at its address as it appears in the Register. Such notice
shall be mailed not less than 20 days prior to the Final Withdrawal Date. Such
notice shall set forth:

                  (i) the Final Withdrawal Date and the date for determining
         Receiptholders of record who shall be entitled to receive distributions
         in respect of such Final Withdrawal,

                  (ii) the amount of the payment in respect of such Final
         Withdrawal for each $1,000 face amount Certificate (based on
         information provided by the Pass Through Trustee) and the amount
         thereof constituting unused Deposits (as defined in the Deposit
         Agreement) and interest thereon, and

                  (iii) if the Final Withdrawal Date is the same date as a
         Regular Distribution Date, the total amount to be received on such date
         for each $1,000 face amount Certificate (based on information provided
         by the Pass Through Trustee).
   12
                                                                               9


                  Such mailing may include any notice required to be given to
Certificateholders in connection with such distribution pursuant to the Pass
Through Trust Agreement.

                  SECTION 3. Payments. If, notwithstanding the instructions in
Section 3 of the Deposit Agreement that all amounts payable to the Escrow Agent
under the Deposit Agreement be paid by the Depositary directly to the Paying
Agent or the Pass Through Trustee or a Replacement Depositary (depending on the
circumstances), the Escrow Agent receives any payment thereunder, then the
Escrow Agent shall forthwith pay such amount in Dollars and in immediately
available funds by wire transfer to (a) in the case of a payment of accrued
interest on the Deposits (as defined in the Deposit Agreement) or any Final
Withdrawal, directly to the Paying Agent Account and (b) in the case of any
Purchase Withdrawal, directly to the Pass Through Trustee or its designee as
specified and in the manner provided in the Applicable Notice of Purchase
Withdrawal and (c) in the case of any Replacement Withdrawal (other than accrued
interest), to the Replacement Depositary as provided in the Replacement
Depositary Agreement. The Escrow Agent hereby waives any and all rights of
set-off, combination of accounts, right of retention or similar right (whether
arising under applicable law, contract or otherwise) it may have against amounts
payable to the Paying Agent howsoever arising.

                  SECTION 4. Other Actions. The Escrow Agent shall take such
other actions under or in respect of the Deposit Agreement (including, without
limitation, the enforcement of the obligations of the Depositary thereunder) as
the Investors, by an Action of Investors, may from time to time request.

                  SECTION 5. Representations and Warranties of the Escrow Agent.
The Escrow Agent represents and warrants to America West, the Investors, the
Paying Agent and the Pass Through Trustee as follows:

                  (i) it is a banking corporation duly organized and validly
         existing in good standing under the laws of the State of Delaware;

                  (ii) it has full power, authority and legal right to conduct
         its business and operations as currently conducted and to enter into
         and perform its obligations under this Agreement, the Deposit Agreement
         and any Replacement Deposit Agreement;

                  (iii) the execution, delivery and performance of each of this
         Agreement, the Deposit Agreement and any Replacement Deposit Agreement
         have been duly authorized by all necessary corporate action on the part
         of it and do not require any stockholder approval, or approval or
         consent of any trustee or holder of any indebtedness or obligations of
         it, and each such document has been duly executed and delivered by it
         and constitutes its legal, valid and binding obligations enforceable
         against it in accordance with the terms hereof or thereof except as
         such enforceability may be limited by bankruptcy, insolvency,
         moratorium, reorganization or other similar laws or equitable
         principles of general application to or affecting the enforcement of
         creditors' rights generally
   13
                                                                              10


         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law);

                  (iv) no authorization, consent or approval of or other action
         by, and no notice to or filing with, any United States federal or state
         governmental authority or regulatory body is required for the
         execution, delivery or performance by it of this Agreement or the
         Deposit Agreement or any Replacement Deposit Agreement;

                  (v) neither the execution, delivery or performance by it of
         this Agreement or the Deposit Agreement or any Replacement Deposit
         Agreement, nor compliance with the terms and provisions hereof or
         thereof, conflicts or will conflict with or results or will result in a
         breach or violation of any of the terms, conditions or provisions of,
         or will require any consent or approval under, any law, governmental
         rule or regulation or the charter documents, as amended, or bylaws, as
         amended, of it or any similar instrument binding on it or any order,
         writ, injunction or decree of any court or governmental authority
         against it or by which it or any of its properties is bound or any
         indenture, mortgage or contract or other agreement or instrument to
         which it is a party or by which it or any of its properties is bound,
         or constitutes or will constitute a default thereunder or results or
         will result in the imposition of any lien upon any of its properties;
         and

                  (vi) there are no pending or, to its knowledge, threatened
         actions, suits, investigations or proceedings (whether or not
         purportedly on behalf of it) against or affecting it or any of its
         property before or by any court or administrative agency which, if
         adversely determined, (A) would adversely affect the ability of it to
         perform its obligations under this Agreement or the Deposit Agreement
         or any Replacement Deposit Agreement (B) would call into question or
         challenge the validity of this Agreement or the Deposit Agreement or
         the enforceability hereof or thereof in accordance with the terms
         hereof or thereof, nor is the Escrow Agent in default with respect to
         any order of any court, governmental authority, arbitration board or
         administrative agency so as to adversely affect its ability to perform
         its obligations under this Agreement or the Deposit Agreement.

                  SECTION 6. Representations and Warranties of the Paying Agent.
The Paying Agent represents and warrants to America West, the Investors, the
Escrow Agent and the Pass Through Trustee as follows:

                  (i) it is a banking corporation duly organized and validly
         existing in good standing under the laws of the State of Delaware;

                  (ii) it has full power, authority and legal right to conduct
         its business and operations as currently conducted and to enter into
         and perform its obligations under this Agreement;
   14
                                                                              11


                  (iii) the execution, delivery and performance of this
         Agreement has been duly authorized by all necessary corporate action on
         the part of it and does not require any stockholder approval, or
         approval or consent of any trustee or holder of any indebtedness or
         obligations of it, and such document has been duly executed and
         delivered by it and constitutes its legal, valid and binding
         obligations enforceable against it in accordance with the terms hereof
         except as such enforceability may be limited by bankruptcy, insolvency,
         moratorium, reorganization or other similar laws or equitable
         principles of general application to or affecting the enforcement of
         creditors' rights generally (regardless of whether such enforceability
         is considered in a proceeding in equity or at law);

                  (iv) no authorization, consent or approval of or other action
         by, and no notice to or filing with, any United States federal or state
         governmental authority or regulatory body is required for the
         execution, delivery or performance by it of this Agreement;

                  (v) neither the execution, delivery or performance by it of
         this Agreement, nor compliance with the terms and provisions hereof,
         conflicts or will conflict with or results or will result in a breach
         or violation of any of the terms, conditions or provisions of, or will
         require any consent or approval under, any law, governmental rule or
         regulation or the charter documents, as amended, or bylaws, as amended,
         of it or any similar instrument binding on it or any order, writ,
         injunction or decree of any court or governmental authority against it
         or by which it or any of its properties is bound or any indenture,
         mortgage or contract or other agreement or instrument to which it is a
         party or by which it or any of its properties is bound, or constitutes
         or will constitute a default thereunder or results or will result in
         the imposition of any lien upon any of its properties; and

                  (vi) there are no pending or, to its knowledge, threatened
         actions, suits, investigations or proceedings (whether or not
         purportedly on behalf of it) against or affecting it or any of its
         property before or by any court or administrative agency which, if
         adversely determined, (A) would adversely affect the ability of it to
         perform its obligations under this Agreement or (B) would call into
         question or challenge the validity of this Agreement or the
         enforceability hereof in accordance with the terms hereof, nor is the
         Paying Agent in default with respect to any order of any court,
         governmental authority, arbitration board or administrative agency so
         as to adversely affect its ability to perform its obligations under
         this Agreement.

                  SECTION 7. Indemnification. Except for actions expressly
required of the Escrow Agent or the Paying Agent hereunder, each of the Escrow
Agent and the Paying Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall have been indemnified (both in such
capacities and individually) by the party requesting such action in a manner
reasonably satisfactory to it against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
In the event America
   15
                                                                              12


West requests any amendment to any Operative Agreement (as defined in the Note
Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees
and expenses (including, without limitation, fees and disbursements of counsel)
of the Escrow Agent and the Paying Agent in connection therewith.

                  SECTION 8. Amendment, Etc. Upon request of the Pass Through
Trustee and approval by an Action of Investors, the Escrow Agent shall enter
into an amendment to this Agreement, so long as such amendment does not
adversely affect the rights or obligations of the Escrow Agent or the Paying
Agent, provided that upon request of the Pass Through Trustee and without any
consent of the Investors, the Escrow Agent shall enter into an amendment to this
Agreement for any of the following purposes:

                  (1) to correct or supplement any provision in this Agreement
         which may be defective or inconsistent with any other provision herein
         or to cure any ambiguity or correct any mistake or to modify any other
         provision with respect to matters or questions arising under this
         Agreement, provided that any such action shall not materially adversely
         affect the interests of the Investors; or

                  (2) to comply with any requirement of the SEC, applicable law,
         rules or regulations of any exchange or quotation system on which the
         Certificates are listed or any regulatory body or the Registration
         Rights Agreement to effectuate the Exchange Offer; or

                  (3) to evidence and provide for the acceptance of appointment
         under this Agreement of a successor Escrow Agent, successor Paying
         Agent or successor Pass Through Trustee.

                  SECTION 9. Notices. Unless otherwise expressly provided
herein, any notice or other communication under this Agreement shall be in
writing (including by facsimile) and shall be deemed to be given and effective
upon receipt thereof (or, if received outside of business hours, on the next
open of business on a Business Day). All notices shall be sent to (a) in the
case of the Investors, as their respective addresses shall appear in the
Register, (b) in the case of the Escrow Agent, Wilmington Trust Company, 1100
North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration (Telecopier: 302-651-8882), (c) in the case of the Pass Through
Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration (Telecopier:
302-651-8882), or (d) in the case of the Paying Agent, Wilmington Trust Company,
1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration (Telecopier: 302-651-8882), in each case with a copy to America
West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix,
Arizona 95043, Attention: Vice President - Treasurer (Telecopier: (480)
693-5886) (or at such other address as any such party may specify from time to
time in a written notice to the other parties). On or prior to the execution of
this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a
certificate containing specimen signatures of the representatives of the Pass
Through Trustee who are authorized to give notices and instructions with respect
to this Agreement. The Escrow Agent may conclusively rely on
   16
                                                                              13


such certificate until the Escrow Agent receives written notice from the Pass
Through Trustee to the contrary.

                  SECTION 10. Transfer. No party hereto shall be entitled to
assign or otherwise transfer this Agreement (or any interest herein) other than
(in the case of the Escrow Agent) to a successor escrow agent under Section 1.06
hereof or (in the case of the Paying Agent) to a successor paying agent under
Section 2.04 hereof, and any purported assignment in violation thereof shall be
void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent and the Paying Agent)
their respective permitted assigns. Upon the occurrence of the Transfer (as
defined below) contemplated by the Assignment and Assumption Agreement (as
defined below), the Pass Through Trustee shall (without further act) be deemed
to have transferred all of its right, title and interest in and to this
Agreement to the trustee of the Successor Trust (as defined below) and,
thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass
Through Trustee" hereunder with the rights and obligations of the "Pass Through
Trustee" hereunder and each reference herein to "America West Airlines Pass
Through Trust "2001-1G-O" shall be deemed to be a reference to "America West
Airlines Pass Through Trust 2001-1G-S". The parties hereto hereby acknowledge
and consent to the Transfer contemplated by the Assignment and Assumption
Agreement. As used herein, "Transfer" means the transfers of the assets to the
Successor Trust contemplated by the Assignment and Assumption Agreement;
"Assignment and Assumption Agreement" means the Assignment and Assumption
Agreement to be entered into between the Pass Through Trustee and the trustee of
the Successor Trust, substantially in the form of Exhibit D to the Pass Through
Trust Agreement; "Successor Trust" means the America West Airlines Pass Through
Trust 2001-1G-S.

                  SECTION 11. Entire Agreement. This Agreement sets forth all of
the promises, covenants, agreements, conditions and understandings among the
Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through
Trustee with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions, express
or implied, oral or written.

                  SECTION 12. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the law of the State of New York.

                  SECTION 13. Waiver of Jury Trial Right. EACH OF THE ESCROW
AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES
AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

                  SECTION 14. Counterparts. This Agreement may be executed in
one or more counterparts, all of which taken together shall constitute one
instrument.
   17
                  IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the
Initial Purchasers and the Pass Through Trustee have caused this Escrow and
Paying Agent Agreement (Class G) to be duly executed as of the day and year
first above written.

                                       WILMINGTON TRUST COMPANY,
                                          as Escrow Agent


                                       By:    /s/  W. Chris Sponenberg
                                          --------------------------------------
                                          Name:    W. Chris Sponenberg
                                          Title:   Assistant Vice President


                                       SALOMON SMITH BARNEY INC.,
                                       DEUTSCHE BANC ALEX. BROWN INC.,
                                       MIZUHO INTERNATIONAL PLC,
                                       BANC ONE CAPITAL MARKETS, INC. and
                                       TOKYO-MITSUBISHI INTERNATIONAL PLC
                                          as Initial Purchasers

                                       By: SALOMON SMITH BARNEY INC.


                                       By:    /s/  Thomas Johnson Bliemel
                                          --------------------------------------
                                          Name:    Thomas Johnson Bliemel
                                          Title:   Vice President

                                       WILMINGTON TRUST COMPANY,
                                       not in its individual
                                       capacity, but solely as
                                       Pass Through Trustee for
                                       and on behalf of America
                                       West Airlines Pass Through
                                       Trust 2001-1G-O


                                       By:    /s/  W. Chris Sponenberg
                                          --------------------------------------
                                          Name:    W. Chris Sponenberg
                                          Title:   Assistant Vice President

                                       WILMINGTON TRUST COMPANY,
                                       as Paying Agent


                                       By:    /s/  W. Chris Sponenberg
                                          --------------------------------------
                                          Name:    W. Chris Sponenberg
                                          Title:   Assistant Vice President
   18
                                                                       EXHIBIT A


                  AMERICA WEST AIRLINES 2001-1G ESCROW RECEIPT

                                     No. __

                  This Escrow Receipt evidences a fractional undivided interest
in amounts ("Account Amounts") from time to time deposited into a certain paying
agent account (the "Paying Agent Account") described in the Escrow and Paying
Agent Agreement (Class G) dated as of May 17, 2001 (as amended, modified or
supplemented from time to time, the "Escrow and Paying Agent Agreement") among
Wilmington Trust Company, as Escrow Agent (in such capacity, together with its
successors in such capacity, the "Escrow Agent"), Salomon Smith Barney Inc.,
Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital
Markets, Inc. and Tokyo-Mitsubishi International plc, as Initial Purchasers,
Wilmington Trust Company, as Pass Through Trustee (in such capacity, together
with its successors in such capacity, the "Pass Through Trustee") and Wilmington
Trust Company, as paying agent (in such capacity, together with its successors
in such capacity, the "Paying Agent"). Capitalized terms not defined herein
shall have the meanings assigned to them in the Escrow and Paying Agent
Agreement.

                  This Escrow Receipt is issued under and is subject to the
terms, provisions and conditions of the Escrow and Paying Agent Agreement. By
virtue of its acceptance hereof the holder of this Escrow Receipt assents and
agrees to be bound by the provisions of the Escrow and Paying Agent Agreement
and this Escrow Receipt.

                  This Escrow Receipt represents a fractional undivided interest
in amounts deposited from time to time in the Paying Agent Account, and grants
or represents no rights, benefits or interests of any kind in respect of any
assets or property other than such amounts. This Escrow Receipt evidences the
same percentage interest in the Account Amounts as the Fractional Undivided
Interest in the Pass Through Trust evidenced by the Certificate to which this
Escrow Receipt is affixed.

                  All payments and distributions made to Receiptholders in
respect of the Escrow Receipt shall be made only from Account Amounts deposited
in the Paying Agent Account. The holder of this Escrow Receipt, by its
acceptance of this Escrow Receipt, agrees that it will look solely to the
Account Amounts for any payment or distribution due to it pursuant to this
Escrow Receipt and that it will not have any recourse to America West, the Pass
Through Trustee, the Paying Agent or the Escrow Agent, except as expressly
provided herein or in the Pass Through Trust Agreement. No Receiptholder of this
Escrow Receipt shall have any right to vote or in any manner otherwise control
the operation and management of the Paying Agent Account, nor shall anything set
forth herein, or contained in the terms of this Escrow Receipt, be construed so
as to constitute the Receiptholders from time to time as partners or members of
an association.

                  This Escrow Receipt may not be assigned or transferred except
in connection with the assignment or transfer of the Certificate to which this
Escrow Receipt is affixed. After payment to the holder hereof of its Escrow
Interest in the Final Distribution, upon the request of
   19
                                                                               2


the Pass Through Trustee, the holder hereof will return this Escrow Receipt to
the Pass Through Trustee.

                  The Paying Agent may treat the person in whose name the
Certificate to which this Escrow Receipt is attached as the owner hereof for all
purposes, and the Paying Agent shall not be affected by any notice to the
contrary.

                  THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow
Receipt to be duly executed.

Dated: ______________, 2001

                                          WILMINGTON TRUST COMPANY,
                                          as Escrow Agent

                                          By   __________________________
                                               Name:
                                               Title:
   20
                                                                       EXHIBIT B


                             WITHDRAWAL CERTIFICATE
                                    (Class G)

                            WILMINGTON TRUST COMPANY,
                                 as Escrow Agent

Dear Sirs:

                  Reference is made to the Escrow and Paying Agent Agreement,
dated as of May 17, 2001 (the "Agreement"). [We hereby certify to you that the
conditions to the obligations of the undersigned to execute a Participation
Agreement pursuant to the Note Purchase Agreement have been satisfied] [We
hereby notify you that the Depositary is being replaced in accordance with
Section 4(a)(vii) of the Note Purchase Agreement]. Pursuant to Section 1.02(c)
of the Agreement, please execute the attached Notice of Withdrawal and
immediately transmit by facsimile to the Depositary, at (212) 657-3866,
Attention: Global Agency & Trust.

                                         Very truly yours,

                                         WILMINGTON TRUST COMPANY,
                                         not in its individual capacity but
                                         solely as Pass Through Trustee


                                         By   __________________________
                                              Name:
                                              Title:



Dated:  ____________, 200_

EX-4.18

   1
                                  EXHIBIT 4.18




                        ESCROW AND PAYING AGENT AGREEMENT
                                    (Class C)

                            Dated as of May 17, 2001

                                      among

                            WILMINGTON TRUST COMPANY
                                 as Escrow Agent

                            SALOMON SMITH BARNEY INC.
                         DEUTSCHE BANC ALEX. BROWN INC.
                            MIZUHO INTERNATIONAL PLC
                         BANC ONE CAPITAL MARKETS, INC.

                                       and

                       TOKYO-MITSUBISHI INTERNATIONAL PLC


                              as Initial Purchasers

                            WILMINGTON TRUST COMPANY,
                         not in its individual capacity,
                       but solely as Pass Through Trustee
                              for and on behalf of
               America West Airlines Pass Through Trust 2001-1C-O

                             as Pass Through Trustee

                                       and

                            WILMINGTON TRUST COMPANY
                                 as Paying Agent
   2
                                TABLE OF CONTENTS



                                                                                                     Page
                                                                                                     ----
                                                                                                  
SECTION 1.      Escrow Agent.......................................................................    2


Section 1.01.   Appointment of Escrow Agent........................................................    2


Section 1.02.   Instruction; Etc...................................................................    3


Section 1.03.   Initial Escrow Amount; Issuance of Escrow Receipts.................................    4


Section 1.04.   Payments to Receiptholders.........................................................    4


Section 1.05.   Mutilated, Destroyed, Lost or Stolen Escrow Receipt................................    4


Section 1.06.   Additional Escrow Amounts..........................................................    5


Section 1.07.   Resignation or Removal of Escrow Agent.............................................    5


Section 1.08.   Persons Deemed Owners..............................................................    6


Section 1.09.   Further Assurances.................................................................    6


SECTION 2.      Paying Agent.......................................................................    6


Section 2.01.   Appointment of Paying Agent........................................................    6


Section 2.02.   Establishment of Paying Agent Account..............................................    6


Section 2.03.   Payments from Paying Agent Account.................................................    7


Section 2.04.   Withholding Taxes..................................................................    7


Section 2.05.   Resignation or Removal of Paying Agent.............................................    8



                                       i
   3


                                                                                                     Page
                                                                                                     ----
                                                                                                  
Section 2.06.   Notice of Final Withdrawal.........................................................    8


SECTION 3.      Payments...........................................................................    9


SECTION 4.      Other Actions......................................................................    9


SECTION 5.      Representations and Warranties of the Escrow Agent.................................    9


SECTION 6.      Representations and Warranties of the Paying Agent.................................   10


SECTION 7.      Indemnification....................................................................   11


SECTION 8.      Amendment, Etc.....................................................................   12


SECTION 9.      Notices. ..........................................................................   12


SECTION 10.     Transfer...........................................................................   13


SECTION 11.     Entire Agreement...................................................................   13


SECTION 12.     Governing Law......................................................................   13


SECTION 13.     Waiver of Jury Trial Right.........................................................   13


SECTION 14.     Counterparts.......................................................................   13


Exhibit A       Escrow Receipt


Exhibit B       Withdrawal Certificate



                                       ii
   4
                  ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of May
17, 2001 (as amended, modified or supplemented from time to time, this
"Agreement") among WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Escrow Agent (in such capacity, together with its successors in such capacity,
the "Escrow Agent"); SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC.,
MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI
INTERNATIONAL PLC, as Initial Purchasers of the Certificates referred to below
(the "Initial Purchasers" and together with their respective transferees and
assigns as registered owners of the Certificates, the "Investors") under the
Purchase Agreement referred to below; Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity except as otherwise
expressly provided herein, but solely as trustee (in such capacity, together
with its successors in such capacity, the "Pass Through Trustee") under the Pass
Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as paying agent hereunder (in such capacity,
together with its successors in such capacity, the "Paying Agent").

                               W I T N E S S E T H

                  WHEREAS, America West Airlines, Inc. ("America West") and the
Pass Through Trustee have entered into a Pass Through Trust Agreement, dated as
of May 17, 2001 (together, as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Pass Through Trust Agreement")
relating to America West Airlines Pass Through Trust 2001-1C-O (the "Pass
Through Trust") pursuant to which the America West Airlines Pass Through Trust,
Series 2001-1C-O Certificates referred to therein (the "Certificates") are being
issued;

                  WHEREAS, America West and the Initial Purchasers have entered
into a Purchase Agreement dated as of May 10, 2001 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the
"Purchase Agreement") pursuant to which the Pass Through Trustee will issue and
sell the Certificates to the Initial Purchasers (the net proceeds of such sale
being herein referred to as the "Net Proceeds");

                  WHEREAS, America West, the Pass Through Trustee, certain other
pass through trustees and certain other persons concurrently herewith are
entering into the Note Purchase Agreement, dated as of the date hereof (the
"Note Purchase Agreement"), pursuant to which the Pass Through Trustee has
agreed to acquire from time to time on or prior to the Delivery Period
Termination Date (as defined in the Note Purchase Agreement) equipment notes
(the "Equipment Notes") issued to finance or refinance the acquisition of
aircraft by America West, as lessee or as owner, utilizing a portion of the Net
Proceeds;

                  WHEREAS, the Initial Purchasers and the Pass Through Trustee
intend that the Net Proceeds (excluding any amount used to purchase Equipment
Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of
the Investors, subject to withdrawal upon request by the Pass Through Trustee
and satisfaction of the conditions set forth in the Note Purchase Agreement for
the purpose of purchasing Equipment Notes, and that pending such withdrawal the
Net Proceeds be deposited on behalf of the Escrow Agent with Citibank, N.A., a
   5
                                                                               2


national banking association, as Depositary (the "Depositary" which shall also
be deemed to refer to any Replacement Depositary (as defined in the Note
Purchase Agreement) from and after the date on which the Deposits are
transferred to such Replacement Depositary) under the Deposit Agreement, dated
as of the date hereof between the Depositary and the Escrow Agent relating to
the Pass Through Trust (as amended, modified, supplemented or replaced from time
to time in accordance with the terms thereof, the "Deposit Agreement" which
shall also be deemed to refer to any Replacement Deposit Agreement (as defined
in the Note Purchase Agreement) to which the Escrow Agent becomes a party
pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits
from the Depositary to the Replacement Depositary) pursuant to which, among
other things, the Depositary will pay interest for distribution to the Investors
and establish accounts from which the Escrow Agent shall make withdrawals upon
request of and proper certification by the Pass Through Trustee;

                  WHEREAS, the Escrow Agent wishes to appoint the Paying Agent
to pay amounts required to be distributed to the Investors in accordance with
this Agreement; and

                  WHEREAS, capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Pass Through Trust Agreement.

                  NOW, THEREFORE, in consideration of the obligations contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

                  SECTION 1. Escrow Agent.

                  Section 1.01. Appointment of Escrow Agent. Each of the Initial
Purchasers, for and on behalf of each of the Investors, hereby irrevocably
appoints, authorizes and directs the Escrow Agent to act as escrow agent and
fiduciary hereunder and under the Deposit Agreement for such specific purposes
and with such powers as are specifically delegated to the Escrow Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Escrow Agent
under this Agreement or the Deposit Agreement shall be held in escrow by the
Escrow Agent in accordance with the terms of this Agreement. This Agreement is
irrevocable and the Investors' rights with respect to any monies received and
held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement
shall only be as provided under the terms and conditions of this Agreement and
the Deposit Agreement. The Escrow Agent (which term as used in this sentence
shall include reference to its affiliates and its own and its affiliates'
officers, directors, employees and agents): (a) shall have no duties or
responsibilities except those expressly set forth in this Agreement; (b) shall
not be responsible to the Pass Through Trustee or the Investors for any
recitals, statements, representations or warranties of any person other then
itself contained in this Agreement or the Deposit Agreement or for the failure
by the Pass Through Trustee, the Investors or any other person or entity (other
than the Escrow Agent) to perform any of its obligations hereunder (whether or
not the Escrow Agent shall have any knowledge thereof); and (c) shall not be
responsible for any action taken or omitted to be taken by it hereunder or
provided for herein or in connection herewith, except for its own willful
misconduct or gross
   6
                                                                               3


negligence (or simple negligence in connection with the handling of funds) or
breach of its obligations hereunder.

                  Section 1.02. Instruction; Etc. The Initial Purchasers, for
and on behalf of each of the Investors, hereby irrevocably instruct the Escrow
Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and,
if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase
Agreement, to enter into a Replacement Deposit Agreement with the Replacement
Depositary specified by the Company, (b) to appoint the Paying Agent as provided
in this Agreement, (c) upon receipt at any time and from time to time prior to
the Termination Date (as defined below) of a certificate substantially in the
form of Exhibit B hereto (a "Withdrawal Certificate") executed by the Pass
Through Trustee, together with an attached Notice of Purchase Withdrawal in
substantially the form of Exhibit A to the Deposit Agreement duly completed by
the Pass Through Trustee (the "Applicable Notice of Purchase Withdrawal" and the
withdrawal to which it relates, a "Purchase Withdrawal"), immediately to execute
the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to
the Depositary by facsimile transmission in accordance with the Deposit
Agreement; provided that, upon the request of the Pass Through Trustee after
such transmission, the Escrow Agent shall cancel such Applicable Notice of
Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by
the Pass Through Trustee, together with an attached Notice of Replacement
Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly
completed by the Pass Through Trustee, to (X) give such Notice of Replacement
Withdrawal to the Depositary requesting a withdrawal, on the date specified in
such notice, which shall not be less than 15 days after such notice is given
(the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary
together with, if the Replacement Withdrawal Date occurs on a Regular
Distribution Date, all accrued and unpaid interest on such Deposits to but
excluding the Replacement Withdrawal Date, and (Y) direct the Depositary to
transfer such Deposits on behalf of the Escrow Agent to the Replacement
Depositary in accordance with the Replacement Deposit Agreement, and (e) if
there are any undrawn Deposits (as defined in the Deposit Agreement) on the
"Termination Date", which shall mean the earlier of (i) November 30, 2002 and
(ii) the day on which the Escrow Agent receives notice from the Pass Through
Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes
under the Note Purchase Agreement has terminated, to give notice to the
Depositary (with a copy to the Paying Agent) substantially in the form of
Exhibit B to the Deposit Agreement requesting a withdrawal of all of the
remaining Deposits, together with accrued and unpaid interest on such Deposits
to the date of withdrawal, on the 35th day after the date that such notice of
withdrawal is given to the Depositary (or, if not a Business Day, on the next
succeeding Business Day) (a "Final Withdrawal"), provided that if the day
scheduled for the Final Withdrawal in accordance with the foregoing is within 10
days before or after a Regular Distribution Date, then the Escrow Agent shall
request that such requested Final Withdrawal be made on such Regular
Distribution Date (the date of such requested withdrawal, the "Final Withdrawal
Date"). If for any reason the Escrow Agent shall have failed to give the Final
Withdrawal Notice to the Depositary on or before December 5, 2002, and there are
unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to
be December 26, 2002.
   7
                                                                               4


                  Section 1.03. Initial Escrow Amount; Issuance of Escrow
Receipts. The Escrow Agent hereby directs the Initial Purchasers to, and the
Initial Purchasers hereby acknowledge that on the date hereof they shall,
irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount
in U.S. dollars ("Dollars") and immediately available funds equal to $57,021,000
(or such lesser amount equal to the Net Proceeds less amounts used to purchase
Equipment Notes on the Issuance Date), for deposit on behalf of the Escrow Agent
with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The
Initial Purchasers hereby instruct the Escrow Agent, upon receipt of such sum
from the Initial Purchasers, to confirm such receipt by executing and delivering
to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto
(an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each
Certificate and (b) to evidence the same percentage interest (the "Escrow
Interest") in the Account Amounts (as defined below) as the Fractional Undivided
Interest in the Pass Through Trust evidenced by the Certificate to which it is
to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for
attachment to each Certificate newly issued under and in accordance with the
Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through
Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt
shall be registered by the Escrow Agent in a register (the "Register")
maintained by the Escrow Agent in the same name and same manner as the
Certificate to which it is attached and may not thereafter be detached from such
Certificate to which it is to be affixed prior to the distribution of the Final
Withdrawal (the "Final Distribution"). After the Final Distribution, no
additional Escrow Receipts shall be issued and the Pass Through Trustee shall
request the return to the Escrow Agent for cancellation of all outstanding
Escrow Receipts.

                  Section 1.04. Payments to Receiptholders; Notice to
Depositary. All payments and distributions made to holders of an Escrow Receipt
(collectively "Receiptholders") in respect of the Escrow Receipt shall be made
only from amounts deposited in the Paying Agent Account (as defined below)
("Account Amounts"). Each Receiptholder, by its acceptance of an Escrow Receipt,
agrees that (a) it will look solely to the Account Amounts for any payment or
distribution due to such Receiptholder pursuant to the terms of the Escrow
Receipt and this Agreement and (b) it will have no recourse to America West, the
Pass Through Trustee, the Paying Agent, the Escrow Agent or Wilmington Trust
Company, except as expressly provided herein or in the Pass Through Trust
Agreement. No Receiptholder shall have any right to vote or in any manner
otherwise control the operation and management of the Paying Agent Account or
the obligations of the parties hereto, nor shall anything set forth herein, or
contained in the terms of the Escrow Receipt, be construed so as to constitute
the Receiptholders from time to time as partners or members of an association.

                  No later than four Business Days prior to each Regular
Distribution Date, the Escrow Agent shall provide a notice to the Depositary
specifying the amount of interest due on the Deposits on such Regular
Distribution Date.

                  Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow
Receipt. If (a) any mutilated Escrow Receipt is surrendered to the Escrow Agent
or the Escrow Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Escrow Receipt and (b) there is delivered to the Escrow
Agent and the Pass Through Trustee such security, indemnity or bond,
   8
                                                                               5


as may be required by them to hold each of them harmless, then, absent notice to
the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen
Escrow Receipt has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the Uniform Commercial Code in effect in any
applicable jurisdiction are met, the Escrow Agent shall execute, authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like
Escrow Interest in the Account Amounts and bearing a number not
contemporaneously outstanding.

                  In connection with the issuance of any new Escrow Receipt
under this Section 1.05, the Escrow Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Pass Through Trustee and the Escrow Agent) connected therewith.

                  Any duplicate Escrow Receipt issued pursuant to this Section
1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in
the Account Amounts, as if originally issued, whether or not the lost, stolen or
destroyed Escrow Receipt shall be found at any time.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Escrow
Receipts.

                  Section 1.06. Additional Escrow Amounts. On the date of any
Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary
some or all of the amounts so withdrawn in accordance with Section 1.6 of the
Deposit Agreement.

                  Section 1.07. Resignation or Removal of Escrow Agent. Subject
to the appointment and acceptance of a successor Escrow Agent as provided below,
the Escrow Agent may resign at any time by giving 30 days' prior written notice
thereof to the Investors, but may not otherwise be removed except for cause by
the written consent of the Investors with respect to Investors representing
Escrow Interests aggregating not less than a majority in interest in the Account
Amounts (an "Action of Investors"). Upon any such resignation or removal, the
Investors, by an Action of Investors, shall have the right to appoint a
successor Escrow Agent. If no successor Escrow Agent shall have been so
appointed and shall have accepted such appointment within 30 days after the
retiring Escrow Agent's giving of notice of resignation or the removal of the
retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor
Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in
the United States with a combined capital and surplus of at least $100,000,000.
Upon the acceptance of any appointment as Escrow Agent hereunder by a successor
Escrow Agent, such successor Escrow Agent shall enter into such documents as the
Pass Through Trustee shall require and shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Escrow
Agent, and the retiring Escrow Agent shall be discharged from its duties and
obligations hereunder. No resignation or removal of the Escrow Agent shall be
effective unless a written confirmation shall have been obtained from each of
Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a
division of The McGraw-Hill
   9
                                                                               6


Companies, Inc., that the replacement of the Escrow Agent with the successor
Escrow Agent will not result in (a) a reduction of the rating for the
Certificates below the then current rating for the Certificates or (b) a
withdrawal or suspension of the rating of the Certificates.

                  Section 1.08. Persons Deemed Owners. Prior to due presentment
of a Certificate for registration of transfer, the Escrow Agent and the Paying
Agent may treat the Person in whose name any Escrow Receipt is registered (as of
the day of determination) as the owner of such Escrow Receipt for the purpose of
receiving distributions pursuant to this Agreement and for all other purposes
whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected
by any notice to the contrary.

                  Section 1.09. Further Assurances. The Escrow Agent agrees to
take such actions, and execute such other documents, as may be reasonably
requested by the Pass Through Trustee in order to effectuate the purposes of
this Agreement and the performance by the Escrow Agent of its obligations
hereunder.

                  SECTION 2. Paying Agent.

                  Section 2.01. Appointment of Paying Agent. The Escrow Agent
hereby irrevocably appoints and authorizes the Paying Agent to act as its paying
agent hereunder, for the benefit of the Investors, for such specific purposes
and with such powers as are specifically delegated to the Paying Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Paying Agent
under this Agreement or the Deposit Agreement shall be held in the Paying Agent
Account for the benefit of the Investors. The Paying Agent (which term as used
in this sentence shall include reference to its affiliates and its own and its
affiliates' officers, directors, employees and agents): (a) shall have no duties
or responsibilities except those expressly set forth in this Agreement, and
shall not by reason of this Agreement be a trustee for the Escrow Agent; (b)
shall not be responsible to the Escrow Agent for any recitals, statements,
representations or warranties of any person other then itself contained in this
Agreement or for the failure by the Escrow Agent or any other person or entity
(other than the Paying Agent) to perform any of its obligations hereunder
(whether or not the Paying Agent shall have any knowledge thereof); and (c)
except in respect of its express obligations hereunder, shall not be responsible
for any action taken or omitted to be taken by it hereunder or provided for
herein or in connection herewith, except for its own willful misconduct or gross
negligence (or simple negligence in connection with the handling of funds).

                  Section 2.02. Establishment of Paying Agent Account. The
Paying Agent shall establish a deposit account (the "Paying Agent Account") at
Wilmington Trust Company in the name of the Escrow Agent. It is expressly
understood by the parties hereto that the Paying Agent is acting as the paying
agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying
Agent Account constitute part of the Trust Property.
   10
                                                                               7


                  Section 2.03. Payments from Paying Agent Account. The Escrow
Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees
to act, as follows:

                  (a) On each Interest Payment Date (as defined in the Deposit
         Agreement) or as soon thereafter as the Paying Agent has confirmed
         receipt in the Paying Agent Account from the Depositary of any amount
         in respect of accrued interest on the Deposits, the Paying Agent shall
         distribute out of the Paying Agent Account the entire amount deposited
         therein by the Depositary. There shall be so distributed to each
         Receiptholder of record on the 15th day (whether or not a Business Day)
         preceding such Interest Payment Date by check mailed to such
         Receiptholder, at the address appearing in the Register, such
         Receiptholder's pro rata share (based on the Escrow Interest in the
         Account Amounts held by such Receiptholder) of the total amount of
         interest deposited by the Depositary in the Paying Agent Account on
         such date, except that, with respect to Escrow Receipts registered on
         the Record Date in the name of DTC, such distribution shall be made by
         wire transfer in immediately available funds to the account designated
         by DTC.

                  (b) Upon the confirmation by the Paying Agent of receipt in
         the Paying Agent Account from the Depositary of any amount in respect
         of the Final Withdrawal, the Paying Agent shall forthwith distribute
         the entire amount of the Final Withdrawal deposited therein by the
         Depositary. There shall be so distributed to each Receiptholder of
         record on the 15th day (whether or not a Business Day) preceding the
         Final Withdrawal Date by check mailed to such Receiptholder, at the
         address appearing in the Register, such Receiptholder's pro rata share
         (based on the Escrow Interest in the Account Amounts held by such
         Receiptholder) of the total amount in the Paying Agent Account on
         account of such Final Withdrawal, except that, with respect to Escrow
         Receipts registered on the Record Date in the name of DTC, such
         distribution shall be made by wire transfer in immediately available
         funds to the account designated by DTC.

                  (c) If any payment of interest or principal in respect of the
         Final Withdrawal is not received by the Paying Agent within five days
         of the applicable date when due, then it shall be distributed to
         Receiptholders after actual receipt by the Paying Agent on the same
         basis as a Special Payment is distributed under the Pass Through Trust
         Agreement.

                  (d) The Paying Agent shall include with any check mailed
         pursuant to this Section any notice required to be distributed under
         the Pass Through Trust Agreement that is furnished to the Paying Agent
         by the Pass Through Trustee.

                  Section 2.04. Withholding Taxes. The Paying Agent shall
exclude and withhold from each distribution of accrued interest on the Deposits
(as defined in the Deposit Agreement) and any amount in respect of the Final
Withdrawal any and all withholding taxes applicable thereto as required by law.
The Paying Agent agrees to act as such withholding agent and, in connection
therewith, whenever any present or future taxes or similar charges are required
to be withheld with respect to any amounts payable in respect of the Deposits
(as defined in the
   11
                                                                               8


Deposit Agreement) or the escrow amounts, to withhold such amounts and timely
pay the same to the appropriate authority in the name of and on behalf of the
Receiptholders, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Receiptholder appropriate documentation
showing the payment thereof, together with such additional documentary evidence
as such Receiptholder may reasonably request from time to time. The Paying Agent
agrees to file any other information reports as it may be required to file under
United States law.

                  Section 2.05. Resignation or Removal of Paying Agent. Subject
to the appointment and acceptance of a successor Paying Agent as provided below,
the Paying Agent may resign at any time by giving 30 days' prior written notice
thereof to the Escrow Agent, but may not otherwise be removed except for cause
by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent
shall have the right to appoint a successor Paying Agent. If no successor Paying
Agent shall have been so appointed and shall have accepted such appointment
within 30 days after the retiring Paying Agent's giving of notice of resignation
or the removal of the retiring Paying Agent, then the retiring Paying Agent may
appoint a successor Paying Agent. Any Successor Paying Agent shall be a bank
which has an office in the United States with a combined capital and surplus of
at least $100,000,000. Upon the acceptance of any appointment as Paying Agent
hereunder by a successor Paying Agent, such successor Paying Agent shall enter
into such documents as the Escrow Agent shall require and shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Paying Agent, and the retiring Paying Agent shall be discharged
from its duties and obligations hereunder.

                  Section 2.06. Notice of Final Withdrawal. Promptly after
receipt by the Paying Agent of notice that the Escrow Agent has requested a
Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent shall
cause notice of the distribution of such Final Withdrawal to be mailed to each
of the Receiptholders at its address as it appears in the Register. Such notice
shall be mailed not less than 20 days prior to the Final Withdrawal Date. Such
notice shall set forth:

                  (i) the Final Withdrawal Date and the date for determining
         Receiptholders of record who shall be entitled to receive distributions
         in respect of such Final Withdrawal,

                  (ii) the amount of the payment in respect of such Final
         Withdrawal for each $1,000 face amount Certificate (based on
         information provided by the Pass Through Trustee) and the amount
         thereof constituting unused Deposits (as defined in the Deposit
         Agreement) and interest thereon, and

                  (iii) if the Final Withdrawal Date is the same date as a
         Regular Distribution Date, the total amount to be received on such date
         for each $1,000 face amount Certificate (based on information provided
         by the Pass Through Trustee).
   12
                                                                               9


                  Such mailing may include any notice required to be given to
Certificateholders in connection with such distribution pursuant to the Pass
Through Trust Agreement.

                  SECTION 3. Payments. If, notwithstanding the instructions in
Section 3 of the Deposit Agreement that all amounts payable to the Escrow Agent
under the Deposit Agreement be paid by the Depositary directly to the Paying
Agent or the Pass Through Trustee or a Replacement Depositary (depending on the
circumstances), the Escrow Agent receives any payment thereunder, then the
Escrow Agent shall forthwith pay such amount in Dollars and in immediately
available funds by wire transfer to (a) in the case of a payment of accrued
interest on the Deposits (as defined in the Deposit Agreement) or any Final
Withdrawal, directly to the Paying Agent Account and (b) in the case of any
Purchase Withdrawal, directly to the Pass Through Trustee or its designee as
specified and in the manner provided in the Applicable Notice of Purchase
Withdrawal and (c) in the case of any Replacement Withdrawal (other than accrued
interest), to the Replacement Depositary as provided in the Replacement
Depositary Agreement. The Escrow Agent hereby waives any and all rights of
set-off, combination of accounts, right of retention or similar right (whether
arising under applicable law, contract or otherwise) it may have against amounts
payable to the Paying Agent howsoever arising.

                  SECTION 4. Other Actions. The Escrow Agent shall take such
other actions under or in respect of the Deposit Agreement (including, without
limitation, the enforcement of the obligations of the Depositary thereunder) as
the Investors, by an Action of Investors, may from time to time request.

                  SECTION 5. Representations and Warranties of the Escrow Agent.
The Escrow Agent represents and warrants to America West, the Investors, the
Paying Agent and the Pass Through Trustee as follows:

                  (i) it is a banking corporation duly organized and validly
         existing in good standing under the laws of the State of Delaware;

                  (ii) it has full power, authority and legal right to conduct
         its business and operations as currently conducted and to enter into
         and perform its obligations under this Agreement, the Deposit Agreement
         and any Replacement Deposit Agreement;

                  (iii) the execution, delivery and performance of each of this
         Agreement, the Deposit Agreement and any Replacement Deposit Agreement
         have been duly authorized by all necessary corporate action on the part
         of it and do not require any stockholder approval, or approval or
         consent of any trustee or holder of any indebtedness or obligations of
         it, and each such document has been duly executed and delivered by it
         and constitutes its legal, valid and binding obligations enforceable
         against it in accordance with the terms hereof or thereof except as
         such enforceability may be limited by bankruptcy, insolvency,
         moratorium, reorganization or other similar laws or equitable
         principles of general application to or affecting the enforcement of
         creditors' rights generally
   13
                                                                              10


         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law);

                  (iv) no authorization, consent or approval of or other action
         by, and no notice to or filing with, any United States federal or state
         governmental authority or regulatory body is required for the
         execution, delivery or performance by it of this Agreement or the
         Deposit Agreement or any Replacement Deposit Agreement;

                  (v) neither the execution, delivery or performance by it of
         this Agreement or the Deposit Agreement or any Replacement Deposit
         Agreement, nor compliance with the terms and provisions hereof or
         thereof, conflicts or will conflict with or results or will result in a
         breach or violation of any of the terms, conditions or provisions of,
         or will require any consent or approval under, any law, governmental
         rule or regulation or the charter documents, as amended, or bylaws, as
         amended, of it or any similar instrument binding on it or any order,
         writ, injunction or decree of any court or governmental authority
         against it or by which it or any of its properties is bound or any
         indenture, mortgage or contract or other agreement or instrument to
         which it is a party or by which it or any of its properties is bound,
         or constitutes or will constitute a default thereunder or results or
         will result in the imposition of any lien upon any of its properties;
         and

                  (vi) there are no pending or, to its knowledge, threatened
         actions, suits, investigations or proceedings (whether or not
         purportedly on behalf of it) against or affecting it or any of its
         property before or by any court or administrative agency which, if
         adversely determined, (A) would adversely affect the ability of it to
         perform its obligations under this Agreement or the Deposit Agreement
         or any Replacement Deposit Agreement (B) would call into question or
         challenge the validity of this Agreement or the Deposit Agreement or
         the enforceability hereof or thereof in accordance with the terms
         hereof or thereof, nor is the Escrow Agent in default with respect to
         any order of any court, governmental authority, arbitration board or
         administrative agency so as to adversely affect its ability to perform
         its obligations under this Agreement or the Deposit Agreement.

                  SECTION 6. Representations and Warranties of the Paying Agent.
The Paying Agent represents and warrants to America West, the Investors, the
Escrow Agent and the Pass Through Trustee as follows:

                  (i) it is a banking corporation duly organized and validly
         existing in good standing under the laws of the State of Delaware;

                  (ii) it has full power, authority and legal right to conduct
         its business and operations as currently conducted and to enter into
         and perform its obligations under this Agreement;
   14
                                                                              11


                  (iii) the execution, delivery and performance of this
         Agreement has been duly authorized by all necessary corporate action on
         the part of it and does not require any stockholder approval, or
         approval or consent of any trustee or holder of any indebtedness or
         obligations of it, and such document has been duly executed and
         delivered by it and constitutes its legal, valid and binding
         obligations enforceable against it in accordance with the terms hereof
         except as such enforceability may be limited by bankruptcy, insolvency,
         moratorium, reorganization or other similar laws or equitable
         principles of general application to or affecting the enforcement of
         creditors' rights generally (regardless of whether such enforceability
         is considered in a proceeding in equity or at law);

                  (iv) no authorization, consent or approval of or other action
         by, and no notice to or filing with, any United States federal or state
         governmental authority or regulatory body is required for the
         execution, delivery or performance by it of this Agreement;

                  (v) neither the execution, delivery or performance by it of
         this Agreement, nor compliance with the terms and provisions hereof,
         conflicts or will conflict with or results or will result in a breach
         or violation of any of the terms, conditions or provisions of, or will
         require any consent or approval under, any law, governmental rule or
         regulation or the charter documents, as amended, or bylaws, as amended,
         of it or any similar instrument binding on it or any order, writ,
         injunction or decree of any court or governmental authority against it
         or by which it or any of its properties is bound or any indenture,
         mortgage or contract or other agreement or instrument to which it is a
         party or by which it or any of its properties is bound, or constitutes
         or will constitute a default thereunder or results or will result in
         the imposition of any lien upon any of its properties; and

                  (vi) there are no pending or, to its knowledge, threatened
         actions, suits, investigations or proceedings (whether or not
         purportedly on behalf of it) against or affecting it or any of its
         property before or by any court or administrative agency which, if
         adversely determined, (A) would adversely affect the ability of it to
         perform its obligations under this Agreement or (B) would call into
         question or challenge the validity of this Agreement or the
         enforceability hereof in accordance with the terms hereof, nor is the
         Paying Agent in default with respect to any order of any court,
         governmental authority, arbitration board or administrative agency so
         as to adversely affect its ability to perform its obligations under
         this Agreement.

                  SECTION 7. Indemnification. Except for actions expressly
required of the Escrow Agent or the Paying Agent hereunder, each of the Escrow
Agent and the Paying Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall have been indemnified (both in such
capacities and individually) by the party requesting such action in a manner
reasonably satisfactory to it against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
In the event America
   15
                                                                              12


West requests any amendment to any Operative Agreement (as defined in the Note
Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees
and expenses (including, without limitation, fees and disbursements of counsel)
of the Escrow Agent and the Paying Agent in connection therewith.

                  SECTION 8. Amendment, Etc. Upon request of the Pass Through
Trustee and approval by an Action of Investors, the Escrow Agent shall enter
into an amendment to this Agreement, so long as such amendment does not
adversely affect the rights or obligations of the Escrow Agent or the Paying
Agent, provided that upon request of the Pass Through Trustee and without any
consent of the Investors, the Escrow Agent shall enter into an amendment to this
Agreement for any of the following purposes:

                  (1) to correct or supplement any provision in this Agreement
         which may be defective or inconsistent with any other provision herein
         or to cure any ambiguity or correct any mistake or to modify any other
         provision with respect to matters or questions arising under this
         Agreement, provided that any such action shall not materially adversely
         affect the interests of the Investors; or

                  (2) to comply with any requirement of the SEC, applicable law,
         rules or regulations of any exchange or quotation system on which the
         Certificates are listed or any regulatory body or the Registration
         Rights Agreement to effectuate the Exchange Offer; or

                  (3) to evidence and provide for the acceptance of appointment
         under this Agreement of a successor Escrow Agent, successor Paying
         Agent or successor Pass Through Trustee.

                  SECTION 9. Notices. Unless otherwise expressly provided
herein, any notice or other communication under this Agreement shall be in
writing (including by facsimile) and shall be deemed to be given and effective
upon receipt thereof (or, if received outside of business hours, on the next
open of business on a Business Day). All notices shall be sent to (a) in the
case of the Investors, as their respective addresses shall appear in the
Register, (b) in the case of the Escrow Agent, Wilmington Trust Company, 1100
North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration (Telecopier: 302-651-8882), (c) in the case of the Pass Through
Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration (Telecopier:
302-651-8882), or (d) in the case of the Paying Agent, Wilmington Trust Company,
1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration (Telecopier: 302-651-8882), in each case with a copy to America
West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix,
Arizona 95043, Attention: Vice President - Treasurer (Telecopier: (480)
693-5886) (or at such other address as any such party may specify from time to
time in a written notice to the other parties). On or prior to the execution of
this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a
certificate containing specimen signatures of the representatives of the Pass
Through Trustee who are authorized to give notices and instructions with respect
to this Agreement. The Escrow Agent may conclusively rely on
   16
                                                                              13


such certificate until the Escrow Agent receives written notice from the Pass
Through Trustee to the contrary.

                  SECTION 10. Transfer. No party hereto shall be entitled to
assign or otherwise transfer this Agreement (or any interest herein) other than
(in the case of the Escrow Agent) to a successor escrow agent under Section 1.06
hereof or (in the case of the Paying Agent) to a successor paying agent under
Section 2.04 hereof, and any purported assignment in violation thereof shall be
void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent and the Paying Agent)
their respective permitted assigns. Upon the occurrence of the Transfer (as
defined below) contemplated by the Assignment and Assumption Agreement (as
defined below), the Pass Through Trustee shall (without further act) be deemed
to have transferred all of its right, title and interest in and to this
Agreement to the trustee of the Successor Trust (as defined below) and,
thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass
Through Trustee" hereunder with the rights and obligations of the "Pass Through
Trustee" hereunder and each reference herein to "America West Airlines Pass
Through Trust 2001-1C-O" shall be deemed to be a reference to "America West
Airlines Pass Through Trust 2001-1C-S". The parties hereto hereby acknowledge
and consent to the Transfer contemplated by the Assignment and Assumption
Agreement. As used herein, "Transfer" means the transfers of the assets to the
Successor Trust contemplated by the Assignment and Assumption Agreement;
"Assignment and Assumption Agreement" means the Assignment and Assumption
Agreement to be entered into between the Pass Through Trustee and the trustee of
the Successor Trust, substantially in the form of Exhibit D to the Pass Through
Trust Agreement; "Successor Trust" means the America West Airlines Pass Through
Trust 2001-1C-S.

                  SECTION 11. Entire Agreement. This Agreement sets forth all of
the promises, covenants, agreements, conditions and understandings among the
Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through
Trustee with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions, express
or implied, oral or written.

                  SECTION 12. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the law of the State of New York.

                  SECTION 13. Waiver of Jury Trial Right. EACH OF THE ESCROW
AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES
AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

                  SECTION 14. Counterparts. This Agreement may be executed in
one or more counterparts, all of which taken together shall constitute one
instrument.
   17
                  IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the
Initial Purchasers and the Pass Through Trustee have caused this Escrow and
Paying Agent Agreement (Class C) to be duly executed as of the day and year
first above written.

                                            WILMINGTON TRUST COMPANY,
                                               as Escrow Agent


                                            By:    /s/  W. Chris Sponenberg
                                               ---------------------------------
                                               Name:    W. Chris Sponenberg
                                               Title:   Assistant Vice President


                                            SALOMON SMITH BARNEY INC.,
                                            DEUTSCHE BANC ALEX. BROWN INC.,
                                            MIZUHO INTERNATIONAL PLC,
                                            BANC ONE CAPITAL MARKETS, INC. and
                                            TOKYO-MITSUBISHI INTERNATIONAL PLC
                                               as Initial Purchasers

                                            By: SALOMON SMITH BARNEY INC.


                                            By:    /s/  Thomas Johnson Bliemel
                                               ---------------------------------
                                               Name:    Thomas Johnson Bliemel
                                               Title:   Vice President

                                            WILMINGTON TRUST COMPANY,
                                            not in its individual
                                            capacity, but solely as
                                            Pass Through Trustee for
                                            and on behalf of America
                                            West Airlines Pass Through
                                            Trust 2001-1C-O


                                            By:    /s/  W. Chris Sponenberg
                                               ---------------------------------
                                               Name:    W. Chris Sponenberg
                                               Title:   Assistant Vice President

                                            WILMINGTON TRUST COMPANY,
                                            as Paying Agent


                                            By:    /s/  W. Chris Sponenberg
                                               ---------------------------------
                                               Name:    W. Chris Sponenberg
                                               Title:   Assistant Vice President
   18
                                                                       EXHIBIT A

                  AMERICA WEST AIRLINES 2001-1C ESCROW RECEIPT

                                     No. __

                  This Escrow Receipt evidences a fractional undivided interest
in amounts ("Account Amounts") from time to time deposited into a certain paying
agent account (the "Paying Agent Account") described in the Escrow and Paying
Agent Agreement (Class C) dated as of May 17, 2001 (as amended, modified or
supplemented from time to time, the "Escrow and Paying Agent Agreement") among
Wilmington Trust Company, as Escrow Agent (in such capacity, together with its
successors in such capacity, the "Escrow Agent"), Salomon Smith Barney Inc.,
Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital
Markets, Inc. and Tokyo-Mitsubishi International plc, as Initial Purchasers,
Wilmington Trust Company, as Pass Through Trustee (in such capacity, together
with its successors in such capacity, the "Pass Through Trustee") and Wilmington
Trust Company, as paying agent (in such capacity, together with its successors
in such capacity, the "Paying Agent"). Capitalized terms not defined herein
shall have the meanings assigned to them in the Escrow and Paying Agent
Agreement.

                  This Escrow Receipt is issued under and is subject to the
terms, provisions and conditions of the Escrow and Paying Agent Agreement. By
virtue of its acceptance hereof the holder of this Escrow Receipt assents and
agrees to be bound by the provisions of the Escrow and Paying Agent Agreement
and this Escrow Receipt.

                  This Escrow Receipt represents a fractional undivided interest
in amounts deposited from time to time in the Paying Agent Account, and grants
or represents no rights, benefits or interests of any kind in respect of any
assets or property other than such amounts. This Escrow Receipt evidences the
same percentage interest in the Account Amounts as the Fractional Undivided
Interest in the Pass Through Trust evidenced by the Certificate to which this
Escrow Receipt is affixed.

                  All payments and distributions made to Receiptholders in
respect of the Escrow Receipt shall be made only from Account Amounts deposited
in the Paying Agent Account. The holder of this Escrow Receipt, by its
acceptance of this Escrow Receipt, agrees that it will look solely to the
Account Amounts for any payment or distribution due to it pursuant to this
Escrow Receipt and that it will not have any recourse to America West, the Pass
Through Trustee, the Paying Agent or the Escrow Agent, except as expressly
provided herein or in the Pass Through Trust Agreement. No Receiptholder of this
Escrow Receipt shall have any right to vote or in any manner otherwise control
the operation and management of the Paying Agent Account, nor shall anything set
forth herein, or contained in the terms of this Escrow Receipt, be construed so
as to constitute the Receiptholders from time to time as partners or members of
an association.

                  This Escrow Receipt may not be assigned or transferred except
in connection with the assignment or transfer of the Certificate to which this
Escrow Receipt is affixed. After payment to the holder hereof of its Escrow
Interest in the Final Distribution, upon the request of
   19
                                                                               2


the Pass Through Trustee, the holder hereof will return this Escrow Receipt to
the Pass Through Trustee.

                  The Paying Agent may treat the person in whose name the
Certificate to which this Escrow Receipt is attached as the owner hereof for all
purposes, and the Paying Agent shall not be affected by any notice to the
contrary.

                  THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow
Receipt to be duly executed.

Dated: ______________, 2001

                                            WILMINGTON TRUST COMPANY,
                                            as Escrow Agent

                                            By   __________________________
                                                 Name:
                                                 Title:
   20
                                                                       EXHIBIT B

                             WITHDRAWAL CERTIFICATE
                                    (Class C)

                            WILMINGTON TRUST COMPANY,
                                 as Escrow Agent

Dear Sirs:

                  Reference is made to the Escrow and Paying Agent Agreement,
dated as of May 17, 2001 (the "Agreement"). [We hereby certify to you that the
conditions to the obligations of the undersigned to execute a Participation
Agreement pursuant to the Note Purchase Agreement have been satisfied] [We
hereby notify you that the Depositary is being replaced in accordance with
Section 4(a)(vii) of the Note Purchase Agreement]. Pursuant to Section 1.02(c)
of the Agreement, please execute the attached Notice of Withdrawal and
immediately transmit by facsimile to the Depositary, at (212) 657-3866,
Attention: Global Agency & Trust.

                                              Very truly yours,

                                              WILMINGTON TRUST COMPANY,
                                              not in its individual capacity but
                                              solely as Pass Through Trustee


                                              By   __________________________
                                                   Name:
                                                   Title:



Dated:  ____________, 200_

EX-4.19

   1
                                  EXHIBIT 4.19




                        ESCROW AND PAYING AGENT AGREEMENT
                                    (Class D)

                            Dated as of May 17, 2001

                                      among

                            WILMINGTON TRUST COMPANY
                                 as Escrow Agent

                            SALOMON SMITH BARNEY INC.
                         DEUTSCHE BANC ALEX. BROWN INC.
                            MIZUHO INTERNATIONAL PLC
                         BANC ONE CAPITAL MARKETS, INC.

                                       and

                       TOKYO-MITSUBISHI INTERNATIONAL PLC


                              as Initial Purchasers

                            WILMINGTON TRUST COMPANY,
                         not in its individual capacity,
                       but solely as Pass Through Trustee
                              for and on behalf of
               America West Airlines Pass Through Trust 2001-1D-O

                             as Pass Through Trustee

                                       and

                            WILMINGTON TRUST COMPANY
                                 as Paying Agent
   2
                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
     `                                                                   
SECTION 1.        Escrow Agent............................................    2

Section 1.01.     Appointment of Escrow Agent.............................    2

Section 1.02.     Instruction; Etc........................................    3

Section 1.03.     Initial Escrow Amount; Issuance of Escrow Receipts......    4

Section 1.04.     Payments to Receiptholders..............................    4

Section 1.05.     Mutilated, Destroyed, Lost or Stolen Escrow Receipt.....    4

Section 1.06.     Additional Escrow Amounts...............................    5

Section 1.07.     Resignation or Removal of Escrow Agent..................    5

Section 1.08.     Persons Deemed Owners...................................    6

Section 1.09.     Further Assurances......................................    6

SECTION 2.        Paying Agent............................................    6

Section 2.01.     Appointment of Paying Agent.............................    6

Section 2.02.     Establishment of Paying Agent Account...................    6

Section 2.03.     Payments from Paying Agent Account......................    7

Section 2.04.     Withholding Taxes.......................................    7

Section 2.05.     Resignation or Removal of Paying Agent..................    8



                                       i
   3


                                                                            Page
                                                                            ----
                                                                         
Section 2.06.     Notice of Final Withdrawal..............................    8

SECTION 3.        Payments................................................    9

SECTION 4.        Other Actions...........................................    9

SECTION 5.        Representations and Warranties of the Escrow Agent......    9

SECTION 6.        Representations and Warranties of the Paying Agent......   10

SECTION 7.        Indemnification.........................................   11

SECTION 8.        Amendment, Etc..........................................   12

SECTION 9.        Notices.................................................   12

SECTION 10.       Transfer................................................   13

SECTION 11.       Entire Agreement........................................   13

SECTION 12.       Governing Law...........................................   13

SECTION 13.       Waiver of Jury Trial Right..............................   13

SECTION 14.       Counterparts............................................   13

Exhibit A         Escrow Receipt

Exhibit B         Withdrawal Certificate



                                       ii
   4
                  ESCROW AND PAYING AGENT AGREEMENT (Class D) dated as of May
17, 2001 (as amended, modified or supplemented from time to time, this
"Agreement") among WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Escrow Agent (in such capacity, together with its successors in such capacity,
the "Escrow Agent"); SALOMON SMITH BARNEY INC., DEUTSCHE BANC ALEX. BROWN INC.,
MIZUHO INTERNATIONAL PLC, BANC ONE CAPITAL MARKETS, INC. and TOKYO-MITSUBISHI
INTERNATIONAL PLC, as Initial Purchasers of the Certificates referred to below
(the "Initial Purchasers" and together with their respective transferees and
assigns as registered owners of the Certificates, the "Investors") under the
Purchase Agreement referred to below; Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity except as otherwise
expressly provided herein, but solely as trustee (in such capacity, together
with its successors in such capacity, the "Pass Through Trustee") under the Pass
Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as paying agent hereunder (in such capacity,
together with its successors in such capacity, the "Paying Agent").

                               W I T N E S S E T H

                  WHEREAS, America West Airlines, Inc. ("America West") and the
Pass Through Trustee have entered into a Pass Through Trust Agreement, dated as
of May 17, 2001 (together, as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Pass Through Trust Agreement")
relating to America West Airlines Pass Through Trust 2001-1D-O (the "Pass
Through Trust") pursuant to which the America West Airlines Pass Through Trust,
Series 2001-1D-O Certificates referred to therein (the "Certificates") are being
issued;

                  WHEREAS, America West and the Initial Purchasers have entered
into a Purchase Agreement dated as of May 10, 2001 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the
"Purchase Agreement") pursuant to which the Pass Through Trustee will issue and
sell the Certificates to the Initial Purchasers (the net proceeds of such sale
being herein referred to as the "Net Proceeds");

                  WHEREAS, America West, the Pass Through Trustee, certain other
pass through trustees and certain other persons concurrently herewith are
entering into the Note Purchase Agreement, dated as of the date hereof (the
"Note Purchase Agreement"), pursuant to which the Pass Through Trustee has
agreed to acquire from time to time on or prior to the Delivery Period
Termination Date (as defined in the Note Purchase Agreement) equipment notes
(the "Equipment Notes") issued to finance or refinance the acquisition of
aircraft by America West, as lessee or as owner, utilizing a portion of the Net
Proceeds;

                  WHEREAS, the Initial Purchasers and the Pass Through Trustee
intend that the Net Proceeds (excluding any amount used to purchase Equipment
Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of
the Investors, subject to withdrawal upon request by the Pass Through Trustee
and satisfaction of the conditions set forth in the Note Purchase Agreement for
the purpose of purchasing Equipment Notes, and that pending such withdrawal the
Net Proceeds be deposited on behalf of the Escrow Agent with Citibank, N.A., a
   5
                                                                               2


national banking association, as Depositary (the "Depositary" which shall also
be deemed to refer to any Replacement Depositary (as defined in the Note
Purchase Agreement) from and after the date on which the Deposits are
transferred to such Replacement Depositary) under the Deposit Agreement, dated
as of the date hereof between the Depositary and the Escrow Agent relating to
the Pass Through Trust (as amended, modified, supplemented or replaced from time
to time in accordance with the terms thereof, the "Deposit Agreement" which
shall also be deemed to refer to any Replacement Deposit Agreement (as defined
in the Note Purchase Agreement) to which the Escrow Agent becomes a party
pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits
from the Depositary to the Replacement Depositary) pursuant to which, among
other things, the Depositary will pay interest for distribution to the Investors
and establish accounts from which the Escrow Agent shall make withdrawals upon
request of and proper certification by the Pass Through Trustee;

                  WHEREAS, the Escrow Agent wishes to appoint the Paying Agent
to pay amounts required to be distributed to the Investors in accordance with
this Agreement; and

                  WHEREAS, capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Pass Through Trust Agreement.

                  NOW, THEREFORE, in consideration of the obligations contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

                  SECTION 1. Escrow Agent.

                  Section 1.01. Appointment of Escrow Agent. Each of the Initial
Purchasers, for and on behalf of each of the Investors, hereby irrevocably
appoints, authorizes and directs the Escrow Agent to act as escrow agent and
fiduciary hereunder and under the Deposit Agreement for such specific purposes
and with such powers as are specifically delegated to the Escrow Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Escrow Agent
under this Agreement or the Deposit Agreement shall be held in escrow by the
Escrow Agent in accordance with the terms of this Agreement. This Agreement is
irrevocable and the Investors' rights with respect to any monies received and
held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement
shall only be as provided under the terms and conditions of this Agreement and
the Deposit Agreement. The Escrow Agent (which term as used in this sentence
shall include reference to its affiliates and its own and its affiliates'
officers, directors, employees and agents): (a) shall have no duties or
responsibilities except those expressly set forth in this Agreement; (b) shall
not be responsible to the Pass Through Trustee or the Investors for any
recitals, statements, representations or warranties of any person other then
itself contained in this Agreement or the Deposit Agreement or for the failure
by the Pass Through Trustee, the Investors or any other person or entity (other
than the Escrow Agent) to perform any of its obligations hereunder (whether or
not the Escrow Agent shall have any knowledge thereof); and (c) shall not be
responsible for any action taken or omitted to be taken by it hereunder or
provided for herein or in connection herewith, except for its own willful
misconduct or gross
   6
                                                                               3


negligence (or simple negligence in connection with the handling of funds) or
breach of its obligations hereunder.

                  Section 1.02. Instruction; Etc. The Initial Purchasers, for
and on behalf of each of the Investors, hereby irrevocably instruct the Escrow
Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and,
if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase
Agreement, to enter into a Replacement Deposit Agreement with the Replacement
Depositary specified by the Company, (b) to appoint the Paying Agent as provided
in this Agreement, (c) upon receipt at any time and from time to time prior to
the Termination Date (as defined below) of a certificate substantially in the
form of Exhibit B hereto (a "Withdrawal Certificate") executed by the Pass
Through Trustee, together with an attached Notice of Purchase Withdrawal in
substantially the form of Exhibit A to the Deposit Agreement duly completed by
the Pass Through Trustee (the "Applicable Notice of Purchase Withdrawal" and the
withdrawal to which it relates, a "Purchase Withdrawal"), immediately to execute
the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to
the Depositary by facsimile transmission in accordance with the Deposit
Agreement; provided that, upon the request of the Pass Through Trustee after
such transmission, the Escrow Agent shall cancel such Applicable Notice of
Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by
the Pass Through Trustee, together with an attached Notice of Replacement
Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly
completed by the Pass Through Trustee, to (X) give such Notice of Replacement
Withdrawal to the Depositary requesting a withdrawal, on the date specified in
such notice, which shall not be less than 15 days after such notice is given
(the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary
together with, if the Replacement Withdrawal Date occurs on a Regular
Distribution Date, all accrued and unpaid interest on such Deposits to but
excluding the Replacement Withdrawal Date, and (Y) direct the Depositary to
transfer such Deposits on behalf of the Escrow Agent to the Replacement
Depositary in accordance with the Replacement Deposit Agreement, and (e) if
there are any undrawn Deposits (as defined in the Deposit Agreement) on the
"Termination Date", which shall mean the earlier of (i) November 30, 2002 and
(ii) the day on which the Escrow Agent receives notice from the Pass Through
Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes
under the Note Purchase Agreement has terminated, to give notice to the
Depositary (with a copy to the Paying Agent) substantially in the form of
Exhibit B to the Deposit Agreement requesting a withdrawal of all of the
remaining Deposits, together with accrued and unpaid interest on such Deposits
to the date of withdrawal, on the 35th day after the date that such notice of
withdrawal is given to the Depositary (or, if not a Business Day, on the next
succeeding Business Day) (a "Final Withdrawal"), provided that if the day
scheduled for the Final Withdrawal in accordance with the foregoing is within 10
days before or after a Regular Distribution Date, then the Escrow Agent shall
request that such requested Final Withdrawal be made on such Regular
Distribution Date (the date of such requested withdrawal, the "Final Withdrawal
Date"). If for any reason the Escrow Agent shall have failed to give the Final
Withdrawal Notice to the Depositary on or before December 5, 2002, and there are
unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to
be December 26, 2002.
   7
                                                                               4


                  Section 1.03. Initial Escrow Amount; Issuance of Escrow
Receipts. The Escrow Agent hereby directs the Initial Purchasers to, and the
Initial Purchasers hereby acknowledge that on the date hereof they shall,
irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount
in U.S. dollars ("Dollars") and immediately available funds equal to $45,000,000
(or such lesser amount equal to the Net Proceeds less amounts used to purchase
Equipment Notes on the Issuance Date), for deposit on behalf of the Escrow Agent
with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The
Initial Purchasers hereby instruct the Escrow Agent, upon receipt of such sum
from the Initial Purchasers, to confirm such receipt by executing and delivering
to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto
(an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each
Certificate and (b) to evidence the same percentage interest (the "Escrow
Interest") in the Account Amounts (as defined below) as the Fractional Undivided
Interest in the Pass Through Trust evidenced by the Certificate to which it is
to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for
attachment to each Certificate newly issued under and in accordance with the
Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through
Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt
shall be registered by the Escrow Agent in a register (the "Register")
maintained by the Escrow Agent in the same name and same manner as the
Certificate to which it is attached and may not thereafter be detached from such
Certificate to which it is to be affixed prior to the distribution of the Final
Withdrawal (the "Final Distribution"). After the Final Distribution, no
additional Escrow Receipts shall be issued and the Pass Through Trustee shall
request the return to the Escrow Agent for cancellation of all outstanding
Escrow Receipts.

                  Section 1.04. Payments to Receiptholders; Notice to
Depositary. All payments and distributions made to holders of an Escrow Receipt
(collectively "Receiptholders") in respect of the Escrow Receipt shall be made
only from amounts deposited in the Paying Agent Account (as defined below)
("Account Amounts"). Each Receiptholder, by its acceptance of an Escrow Receipt,
agrees that (a) it will look solely to the Account Amounts for any payment or
distribution due to such Receiptholder pursuant to the terms of the Escrow
Receipt and this Agreement and (b) it will have no recourse to America West, the
Pass Through Trustee, the Paying Agent, the Escrow Agent or Wilmington Trust
Company, except as expressly provided herein or in the Pass Through Trust
Agreement. No Receiptholder shall have any right to vote or in any manner
otherwise control the operation and management of the Paying Agent Account or
the obligations of the parties hereto, nor shall anything set forth herein, or
contained in the terms of the Escrow Receipt, be construed so as to constitute
the Receiptholders from time to time as partners or members of an association.

                  No later than four Business Days prior to each Regular
Distribution Date, the Escrow Agent shall provide a notice to the Depositary
specifying the amount of interest due on the Deposits on such Regular
Distribution Date.

                  Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow
Receipt. If (a) any mutilated Escrow Receipt is surrendered to the Escrow Agent
or the Escrow Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Escrow Receipt and (b) there is delivered to the Escrow
Agent and the Pass Through Trustee such security, indemnity or bond,
   8
                                                                               5


as may be required by them to hold each of them harmless, then, absent notice to
the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen
Escrow Receipt has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the Uniform Commercial Code in effect in any
applicable jurisdiction are met, the Escrow Agent shall execute, authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like
Escrow Interest in the Account Amounts and bearing a number not
contemporaneously outstanding.

                  In connection with the issuance of any new Escrow Receipt
under this Section 1.05, the Escrow Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Pass Through Trustee and the Escrow Agent) connected therewith.

                  Any duplicate Escrow Receipt issued pursuant to this Section
1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in
the Account Amounts, as if originally issued, whether or not the lost, stolen or
destroyed Escrow Receipt shall be found at any time.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Escrow
Receipts.

                  Section 1.06. Additional Escrow Amounts. On the date of any
Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary
some or all of the amounts so withdrawn in accordance with Section 1.6 of the
Deposit Agreement.

                  Section 1.07. Resignation or Removal of Escrow Agent. Subject
to the appointment and acceptance of a successor Escrow Agent as provided below,
the Escrow Agent may resign at any time by giving 30 days' prior written notice
thereof to the Investors, but may not otherwise be removed except for cause by
the written consent of the Investors with respect to Investors representing
Escrow Interests aggregating not less than a majority in interest in the Account
Amounts (an "Action of Investors"). Upon any such resignation or removal, the
Investors, by an Action of Investors, shall have the right to appoint a
successor Escrow Agent. If no successor Escrow Agent shall have been so
appointed and shall have accepted such appointment within 30 days after the
retiring Escrow Agent's giving of notice of resignation or the removal of the
retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor
Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in
the United States with a combined capital and surplus of at least $100,000,000.
Upon the acceptance of any appointment as Escrow Agent hereunder by a successor
Escrow Agent, such successor Escrow Agent shall enter into such documents as the
Pass Through Trustee shall require and shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Escrow
Agent, and the retiring Escrow Agent shall be discharged from its duties and
obligations hereunder. No resignation or removal of the Escrow Agent shall be
effective unless a written confirmation shall have been obtained from each of
Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a
division of The McGraw-Hill
   9
                                                                               6


Companies, Inc., that the replacement of the Escrow Agent with the successor
Escrow Agent will not result in (a) a reduction of the rating for the
Certificates below the then current rating for the Certificates or (b) a
withdrawal or suspension of the rating of the Certificates.

                  Section 1.08. Persons Deemed Owners. Prior to due presentment
of a Certificate for registration of transfer, the Escrow Agent and the Paying
Agent may treat the Person in whose name any Escrow Receipt is registered (as of
the day of determination) as the owner of such Escrow Receipt for the purpose of
receiving distributions pursuant to this Agreement and for all other purposes
whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected
by any notice to the contrary.

                  Section 1.09. Further Assurances. The Escrow Agent agrees to
take such actions, and execute such other documents, as may be reasonably
requested by the Pass Through Trustee in order to effectuate the purposes of
this Agreement and the performance by the Escrow Agent of its obligations
hereunder.

                  SECTION 2. Paying Agent.

                  Section 2.01. Appointment of Paying Agent. The Escrow Agent
hereby irrevocably appoints and authorizes the Paying Agent to act as its paying
agent hereunder, for the benefit of the Investors, for such specific purposes
and with such powers as are specifically delegated to the Paying Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Paying Agent
under this Agreement or the Deposit Agreement shall be held in the Paying Agent
Account for the benefit of the Investors. The Paying Agent (which term as used
in this sentence shall include reference to its affiliates and its own and its
affiliates' officers, directors, employees and agents): (a) shall have no duties
or responsibilities except those expressly set forth in this Agreement, and
shall not by reason of this Agreement be a trustee for the Escrow Agent; (b)
shall not be responsible to the Escrow Agent for any recitals, statements,
representations or warranties of any person other then itself contained in this
Agreement or for the failure by the Escrow Agent or any other person or entity
(other than the Paying Agent) to perform any of its obligations hereunder
(whether or not the Paying Agent shall have any knowledge thereof); and (c)
except in respect of its express obligations hereunder, shall not be responsible
for any action taken or omitted to be taken by it hereunder or provided for
herein or in connection herewith, except for its own willful misconduct or gross
negligence (or simple negligence in connection with the handling of funds).

                  Section 2.02. Establishment of Paying Agent Account. The
Paying Agent shall establish a deposit account (the "Paying Agent Account") at
Wilmington Trust Company in the name of the Escrow Agent. It is expressly
understood by the parties hereto that the Paying Agent is acting as the paying
agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying
Agent Account constitute part of the Trust Property.
   10
                                                                               7


                  Section 2.03. Payments from Paying Agent Account. The Escrow
Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees
to act, as follows:

                  (a)      On each Interest Payment Date (as defined in the
         Deposit Agreement) or as soon thereafter as the Paying Agent has
         confirmed receipt in the Paying Agent Account from the Depositary of
         any amount in respect of accrued interest on the Deposits, the Paying
         Agent shall distribute out of the Paying Agent Account the entire
         amount deposited therein by the Depositary. There shall be so
         distributed to each Receiptholder of record on the 15th day (whether or
         not a Business Day) preceding such Interest Payment Date by check
         mailed to such Receiptholder, at the address appearing in the Register,
         such Receiptholder's pro rata share (based on the Escrow Interest in
         the Account Amounts held by such Receiptholder) of the total amount of
         interest deposited by the Depositary in the Paying Agent Account on
         such date, except that, with respect to Escrow Receipts registered on
         the Record Date in the name of DTC, such distribution shall be made by
         wire transfer in immediately available funds to the account designated
         by DTC.

                  (b)      Upon the confirmation by the Paying Agent of receipt
         in the Paying Agent Account from the Depositary of any amount in
         respect of the Final Withdrawal, the Paying Agent shall forthwith
         distribute the entire amount of the Final Withdrawal deposited therein
         by the Depositary. There shall be so distributed to each Receiptholder
         of record on the 15th day (whether or not a Business Day) preceding the
         Final Withdrawal Date by check mailed to such Receiptholder, at the
         address appearing in the Register, such Receiptholder's pro rata share
         (based on the Escrow Interest in the Account Amounts held by such
         Receiptholder) of the total amount in the Paying Agent Account on
         account of such Final Withdrawal, except that, with respect to Escrow
         Receipts registered on the Record Date in the name of DTC, such
         distribution shall be made by wire transfer in immediately available
         funds to the account designated by DTC.

                  (c)      If any payment of interest or principal in respect of
         the Final Withdrawal is not received by the Paying Agent within five
         days of the applicable date when due, then it shall be distributed to
         Receiptholders after actual receipt by the Paying Agent on the same
         basis as a Special Payment is distributed under the Pass Through Trust
         Agreement.

                  (d)      The Paying Agent shall include with any check mailed
         pursuant to this Section any notice required to be distributed under
         the Pass Through Trust Agreement that is furnished to the Paying Agent
         by the Pass Through Trustee.

                  Section 2.04. Withholding Taxes. The Paying Agent shall
exclude and withhold from each distribution of accrued interest on the Deposits
(as defined in the Deposit Agreement) and any amount in respect of the Final
Withdrawal any and all withholding taxes applicable thereto as required by law.
The Paying Agent agrees to act as such withholding agent and, in connection
therewith, whenever any present or future taxes or similar charges are required
to be withheld with respect to any amounts payable in respect of the Deposits
(as defined in the
   11
                                                                               8


Deposit Agreement) or the escrow amounts, to withhold such amounts and timely
pay the same to the appropriate authority in the name of and on behalf of the
Receiptholders, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Receiptholder appropriate documentation
showing the payment thereof, together with such additional documentary evidence
as such Receiptholder may reasonably request from time to time. The Paying Agent
agrees to file any other information reports as it may be required to file under
United States law.

                  Section 2.05. Resignation or Removal of Paying Agent. Subject
to the appointment and acceptance of a successor Paying Agent as provided below,
the Paying Agent may resign at any time by giving 30 days' prior written notice
thereof to the Escrow Agent, but may not otherwise be removed except for cause
by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent
shall have the right to appoint a successor Paying Agent. If no successor Paying
Agent shall have been so appointed and shall have accepted such appointment
within 30 days after the retiring Paying Agent's giving of notice of resignation
or the removal of the retiring Paying Agent, then the retiring Paying Agent may
appoint a successor Paying Agent. Any Successor Paying Agent shall be a bank
which has an office in the United States with a combined capital and surplus of
at least $100,000,000. Upon the acceptance of any appointment as Paying Agent
hereunder by a successor Paying Agent, such successor Paying Agent shall enter
into such documents as the Escrow Agent shall require and shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Paying Agent, and the retiring Paying Agent shall be discharged
from its duties and obligations hereunder.

                  Section 2.06. Notice of Final Withdrawal. Promptly after
receipt by the Paying Agent of notice that the Escrow Agent has requested a
Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent shall
cause notice of the distribution of such Final Withdrawal to be mailed to each
of the Receiptholders at its address as it appears in the Register. Such notice
shall be mailed not less than 20 days prior to the Final Withdrawal Date. Such
notice shall set forth:

                  (i)      the Final Withdrawal Date and the date for
         determining Receiptholders of record who shall be entitled to receive
         distributions in respect of such Final Withdrawal,

                  (ii)     the amount of the payment in respect of such Final
         Withdrawal for each $1,000 face amount Certificate (based on
         information provided by the Pass Through Trustee) and the amount
         thereof constituting unused Deposits (as defined in the Deposit
         Agreement) and interest thereon, and

                  (iii)    if the Final Withdrawal Date is the same date as a
         Regular Distribution Date, the total amount to be received on such date
         for each $1,000 face amount Certificate (based on information provided
         by the Pass Through Trustee).
   12
                                                                               9


                  Such mailing may include any notice required to be given to
Certificateholders in connection with such distribution pursuant to the Pass
Through Trust Agreement.

                  SECTION 3. Payments. If, notwithstanding the instructions in
Section 3 of the Deposit Agreement that all amounts payable to the Escrow Agent
under the Deposit Agreement be paid by the Depositary directly to the Paying
Agent or the Pass Through Trustee or a Replacement Depositary (depending on the
circumstances), the Escrow Agent receives any payment thereunder, then the
Escrow Agent shall forthwith pay such amount in Dollars and in immediately
available funds by wire transfer to (a) in the case of a payment of accrued
interest on the Deposits (as defined in the Deposit Agreement) or any Final
Withdrawal, directly to the Paying Agent Account and (b) in the case of any
Purchase Withdrawal, directly to the Pass Through Trustee or its designee as
specified and in the manner provided in the Applicable Notice of Purchase
Withdrawal and (c) in the case of any Replacement Withdrawal (other than accrued
interest), to the Replacement Depositary as provided in the Replacement
Depositary Agreement. The Escrow Agent hereby waives any and all rights of
set-off, combination of accounts, right of retention or similar right (whether
arising under applicable law, contract or otherwise) it may have against amounts
payable to the Paying Agent howsoever arising.

                  SECTION 4. Other Actions. The Escrow Agent shall take such
other actions under or in respect of the Deposit Agreement (including, without
limitation, the enforcement of the obligations of the Depositary thereunder) as
the Investors, by an Action of Investors, may from time to time request.

                  SECTION 5. Representations and Warranties of the Escrow Agent.
The Escrow Agent represents and warrants to America West, the Investors, the
Paying Agent and the Pass Through Trustee as follows:

                  (i)      it is a banking corporation duly organized and
         validly existing in good standing under the laws of the State of
         Delaware;

                  (ii)     it has full power, authority and legal right to
         conduct its business and operations as currently conducted and to enter
         into and perform its obligations under this Agreement, the Deposit
         Agreement and any Replacement Deposit Agreement;

                  (iii)    the execution, delivery and performance of each of
         this Agreement, the Deposit Agreement and any Replacement Deposit
         Agreement have been duly authorized by all necessary corporate action
         on the part of it and do not require any stockholder approval, or
         approval or consent of any trustee or holder of any indebtedness or
         obligations of it, and each such document has been duly executed and
         delivered by it and constitutes its legal, valid and binding
         obligations enforceable against it in accordance with the terms hereof
         or thereof except as such enforceability may be limited by bankruptcy,
         insolvency, moratorium, reorganization or other similar laws or
         equitable principles of general application to or affecting the
         enforcement of creditors' rights generally
   13
                                                                              10


         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law);

                  (iv)     no authorization, consent or approval of or other
         action by, and no notice to or filing with, any United States federal
         or state governmental authority or regulatory body is required for the
         execution, delivery or performance by it of this Agreement or the
         Deposit Agreement or any Replacement Deposit Agreement;

                  (v)      neither the execution, delivery or performance by it
         of this Agreement or the Deposit Agreement or any Replacement Deposit
         Agreement, nor compliance with the terms and provisions hereof or
         thereof, conflicts or will conflict with or results or will result in a
         breach or violation of any of the terms, conditions or provisions of,
         or will require any consent or approval under, any law, governmental
         rule or regulation or the charter documents, as amended, or bylaws, as
         amended, of it or any similar instrument binding on it or any order,
         writ, injunction or decree of any court or governmental authority
         against it or by which it or any of its properties is bound or any
         indenture, mortgage or contract or other agreement or instrument to
         which it is a party or by which it or any of its properties is bound,
         or constitutes or will constitute a default thereunder or results or
         will result in the imposition of any lien upon any of its properties;
         and

                  (vi)     there are no pending or, to its knowledge, threatened
         actions, suits, investigations or proceedings (whether or not
         purportedly on behalf of it) against or affecting it or any of its
         property before or by any court or administrative agency which, if
         adversely determined, (A) would adversely affect the ability of it to
         perform its obligations under this Agreement or the Deposit Agreement
         or any Replacement Deposit Agreement (B) would call into question or
         challenge the validity of this Agreement or the Deposit Agreement or
         the enforceability hereof or thereof in accordance with the terms
         hereof or thereof, nor is the Escrow Agent in default with respect to
         any order of any court, governmental authority, arbitration board or
         administrative agency so as to adversely affect its ability to perform
         its obligations under this Agreement or the Deposit Agreement.

                  SECTION 6. Representations and Warranties of the Paying Agent.
The Paying Agent represents and warrants to America West, the Investors, the
Escrow Agent and the Pass Through Trustee as follows:

                  (i)      it is a banking corporation duly organized and
         validly existing in good standing under the laws of the State of
         Delaware;

                  (ii)     it has full power, authority and legal right to
         conduct its business and operations as currently conducted and to enter
         into and perform its obligations under this Agreement;
   14
                                                                              11


                  (iii)    the execution, delivery and performance of this
         Agreement has been duly authorized by all necessary corporate action on
         the part of it and does not require any stockholder approval, or
         approval or consent of any trustee or holder of any indebtedness or
         obligations of it, and such document has been duly executed and
         delivered by it and constitutes its legal, valid and binding
         obligations enforceable against it in accordance with the terms hereof
         except as such enforceability may be limited by bankruptcy, insolvency,
         moratorium, reorganization or other similar laws or equitable
         principles of general application to or affecting the enforcement of
         creditors' rights generally (regardless of whether such enforceability
         is considered in a proceeding in equity or at law);

                  (iv)     no authorization, consent or approval of or other
         action by, and no notice to or filing with, any United States federal
         or state governmental authority or regulatory body is required for the
         execution, delivery or performance by it of this Agreement;

                  (v)      neither the execution, delivery or performance by it
         of this Agreement, nor compliance with the terms and provisions hereof,
         conflicts or will conflict with or results or will result in a breach
         or violation of any of the terms, conditions or provisions of, or will
         require any consent or approval under, any law, governmental rule or
         regulation or the charter documents, as amended, or bylaws, as amended,
         of it or any similar instrument binding on it or any order, writ,
         injunction or decree of any court or governmental authority against it
         or by which it or any of its properties is bound or any indenture,
         mortgage or contract or other agreement or instrument to which it is a
         party or by which it or any of its properties is bound, or constitutes
         or will constitute a default thereunder or results or will result in
         the imposition of any lien upon any of its properties; and

                  (vi)     there are no pending or, to its knowledge, threatened
         actions, suits, investigations or proceedings (whether or not
         purportedly on behalf of it) against or affecting it or any of its
         property before or by any court or administrative agency which, if
         adversely determined, (A) would adversely affect the ability of it to
         perform its obligations under this Agreement or (B) would call into
         question or challenge the validity of this Agreement or the
         enforceability hereof in accordance with the terms hereof, nor is the
         Paying Agent in default with respect to any order of any court,
         governmental authority, arbitration board or administrative agency so
         as to adversely affect its ability to perform its obligations under
         this Agreement.

                  SECTION 7. Indemnification. Except for actions expressly
required of the Escrow Agent or the Paying Agent hereunder, each of the Escrow
Agent and the Paying Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall have been indemnified (both in such
capacities and individually) by the party requesting such action in a manner
reasonably satisfactory to it against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
In the event America
   15
                                                                              12


West requests any amendment to any Operative Agreement (as defined in the Note
Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees
and expenses (including, without limitation, fees and disbursements of counsel)
of the Escrow Agent and the Paying Agent in connection therewith.

                  SECTION 8. Amendment, Etc. Upon request of the Pass Through
Trustee and approval by an Action of Investors, the Escrow Agent shall enter
into an amendment to this Agreement, so long as such amendment does not
adversely affect the rights or obligations of the Escrow Agent or the Paying
Agent, provided that upon request of the Pass Through Trustee and without any
consent of the Investors, the Escrow Agent shall enter into an amendment to this
Agreement for any of the following purposes:

                  (1)      to correct or supplement any provision in this
         Agreement which may be defective or inconsistent with any other
         provision herein or to cure any ambiguity or correct any mistake or to
         modify any other provision with respect to matters or questions arising
         under this Agreement, provided that any such action shall not
         materially adversely affect the interests of the Investors; or

                  (2)      to comply with any requirement of the SEC, applicable
         law, rules or regulations of any exchange or quotation system on which
         the Certificates are listed or any regulatory body or the Registration
         Rights Agreement to effectuate the Exchange Offer; or

                  (3)      to evidence and provide for the acceptance of
         appointment under this Agreement of a successor Escrow Agent, successor
         Paying Agent or successor Pass Through Trustee.

                  SECTION 9. Notices. Unless otherwise expressly provided
herein, any notice or other communication under this Agreement shall be in
writing (including by facsimile) and shall be deemed to be given and effective
upon receipt thereof (or, if received outside of business hours, on the next
open of business on a Business Day). All notices shall be sent to (a) in the
case of the Investors, as their respective addresses shall appear in the
Register, (b) in the case of the Escrow Agent, Wilmington Trust Company, 1100
North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration (Telecopier: 302-651-8882), (c) in the case of the Pass Through
Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration (Telecopier:
302-651-8882), or (d) in the case of the Paying Agent, Wilmington Trust Company,
1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration (Telecopier: 302-651-8882), in each case with a copy to America
West, America West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix,
Arizona 95043, Attention: Vice President - Treasurer (Telecopier: (480)
693-5886) (or at such other address as any such party may specify from time to
time in a written notice to the other parties). On or prior to the execution of
this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a
certificate containing specimen signatures of the representatives of the Pass
Through Trustee who are authorized to give notices and instructions with respect
to this Agreement. The Escrow Agent may conclusively rely on
   16
                                                                              13


such certificate until the Escrow Agent receives written notice from the Pass
Through Trustee to the contrary.

                  SECTION 10. Transfer. No party hereto shall be entitled to
assign or otherwise transfer this Agreement (or any interest herein) other than
(in the case of the Escrow Agent) to a successor escrow agent under Section 1.06
hereof or (in the case of the Paying Agent) to a successor paying agent under
Section 2.04 hereof, and any purported assignment in violation thereof shall be
void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent and the Paying Agent)
their respective permitted assigns. Upon the occurrence of the Transfer (as
defined below) contemplated by the Assignment and Assumption Agreement (as
defined below), the Pass Through Trustee shall (without further act) be deemed
to have transferred all of its right, title and interest in and to this
Agreement to the trustee of the Successor Trust (as defined below) and,
thereafter, the trustee of the Successor Trust shall be deemed to be the "Pass
Through Trustee" hereunder with the rights and obligations of the "Pass Through
Trustee" hereunder and each reference herein to "America West Airlines Pass
Through Trust "2001-1D-O" shall be deemed to be a reference to "America West
Airlines Pass Through Trust 2001-1D-S". The parties hereto hereby acknowledge
and consent to the Transfer contemplated by the Assignment and Assumption
Agreement. As used herein, "Transfer" means the transfers of the assets to the
Successor Trust contemplated by the Assignment and Assumption Agreement;
"Assignment and Assumption Agreement" means the Assignment and Assumption
Agreement to be entered into between the Pass Through Trustee and the trustee of
the Successor Trust, substantially in the form of Exhibit D to the Pass Through
Trust Agreement; "Successor Trust" means the America West Airlines Pass Through
Trust 2001-1D-S.

                  SECTION 11. Entire Agreement. This Agreement sets forth all of
the promises, covenants, agreements, conditions and understandings among the
Escrow Agent, the Paying Agent, the Initial Purchasers and the Pass Through
Trustee with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions, express
or implied, oral or written.

                  SECTION 12. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the law of the State of New York.

                  SECTION 13. Waiver of Jury Trial Right. EACH OF THE ESCROW
AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES
AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

                  SECTION 14. Counterparts. This Agreement may be executed in
one or more counterparts, all of which taken together shall constitute one
instrument.
   17
                  IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the
Initial Purchasers and the Pass Through Trustee have caused this Escrow and
Paying Agent Agreement (Class D) to be duly executed as of the day and year
first above written.

                                    WILMINGTON TRUST COMPANY,
                                       as Escrow Agent


                                    By: /s/  W. Chris Sponenberg
                                       -----------------------------------------
                                       Name:  W. Chris Sponenberg
                                       Title: Assistant Vice President


                                    SALOMON SMITH BARNEY INC.,
                                    DEUTSCHE BANC ALEX. BROWN INC.,
                                    MIZUHO INTERNATIONAL PLC,
                                    BANC ONE CAPITAL MARKETS, INC. and
                                    TOKYO-MITSUBISHI INTERNATIONAL PLC
                                       as Initial Purchasers

                                    By: SALOMON SMITH BARNEY INC.


                                    By: /s/  Thomas Johnson Bliemel
                                       -----------------------------------------
                                       Name:  Thomas Johnson Bliemel
                                       Title: Vice President

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity, but solely as Pass
                                    Through Trustee for and on behalf of America
                                    West Airlines Pass Through Trust
                                    2001-1D-O


                                    By: /s/  W. Chris Sponenberg
                                       -----------------------------------------
                                       Name:  W. Chris Sponenberg
                                       Title: Assistant Vice President

                                    WILMINGTON TRUST COMPANY,
                                    as Paying Agent


                                    By:    /s/  W. Chris Sponenberg
                                         -------------------------------------
                                       Name:  W. Chris Sponenberg
                                       Title: Assistant Vice President
   18
                                                                       EXHIBIT A


                  AMERICA WEST AIRLINES 2001-1D ESCROW RECEIPT

                                     No.___

                  This Escrow Receipt evidences a fractional undivided interest
in amounts ("Account Amounts") from time to time deposited into a certain paying
agent account (the "Paying Agent Account") described in the Escrow and Paying
Agent Agreement (Class D) dated as of May 17, 2001 (as amended, modified or
supplemented from time to time, the "Escrow and Paying Agent Agreement") among
Wilmington Trust Company, as Escrow Agent (in such capacity, together with its
successors in such capacity, the "Escrow Agent"), Salomon Smith Barney Inc.,
Deutsche Banc Alex. Brown Inc., Mizuho International plc, Banc One Capital
Markets, Inc. and Tokyo-Mitsubishi International plc, as Initial Purchasers,
Wilmington Trust Company, as Pass Through Trustee (in such capacity, together
with its successors in such capacity, the "Pass Through Trustee") and Wilmington
Trust Company, as paying agent (in such capacity, together with its successors
in such capacity, the "Paying Agent"). Capitalized terms not defined herein
shall have the meanings assigned to them in the Escrow and Paying Agent
Agreement.

                  This Escrow Receipt is issued under and is subject to the
terms, provisions and conditions of the Escrow and Paying Agent Agreement. By
virtue of its acceptance hereof the holder of this Escrow Receipt assents and
agrees to be bound by the provisions of the Escrow and Paying Agent Agreement
and this Escrow Receipt.

                  This Escrow Receipt represents a fractional undivided interest
in amounts deposited from time to time in the Paying Agent Account, and grants
or represents no rights, benefits or interests of any kind in respect of any
assets or property other than such amounts. This Escrow Receipt evidences the
same percentage interest in the Account Amounts as the Fractional Undivided
Interest in the Pass Through Trust evidenced by the Certificate to which this
Escrow Receipt is affixed.

                  All payments and distributions made to Receiptholders in
respect of the Escrow Receipt shall be made only from Account Amounts deposited
in the Paying Agent Account. The holder of this Escrow Receipt, by its
acceptance of this Escrow Receipt, agrees that it will look solely to the
Account Amounts for any payment or distribution due to it pursuant to this
Escrow Receipt and that it will not have any recourse to America West, the Pass
Through Trustee, the Paying Agent or the Escrow Agent, except as expressly
provided herein or in the Pass Through Trust Agreement. No Receiptholder of this
Escrow Receipt shall have any right to vote or in any manner otherwise control
the operation and management of the Paying Agent Account, nor shall anything set
forth herein, or contained in the terms of this Escrow Receipt, be construed so
as to constitute the Receiptholders from time to time as partners or members of
an association.

                  This Escrow Receipt may not be assigned or transferred except
in connection with the assignment or transfer of the Certificate to which this
Escrow Receipt is affixed. After payment to the holder hereof of its Escrow
Interest in the Final Distribution, upon the request of
   19
                                                                               2


the Pass Through Trustee, the holder hereof will return this Escrow Receipt to
the Pass Through Trustee.

                  The Paying Agent may treat the person in whose name the
Certificate to which this Escrow Receipt is attached as the owner hereof for all
purposes, and the Paying Agent shall not be affected by any notice to the
contrary.

                  THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow
Receipt to be duly executed.

Dated: ______________, 2001

                                            WILMINGTON TRUST COMPANY,
                                            as Escrow Agent

                                            By ______________________________
                                               Name:
                                               Title:
   20
                                                                       EXHIBIT B


                             WITHDRAWAL CERTIFICATE
                                    (Class D)

                            WILMINGTON TRUST COMPANY,
                                 as Escrow Agent

Dear Sirs:

                  Reference is made to the Escrow and Paying Agent Agreement,
dated as of May 17, 2001 (the "Agreement"). [We hereby certify to you that the
conditions to the obligations of the undersigned to execute a Participation
Agreement pursuant to the Note Purchase Agreement have been satisfied] [We
hereby notify you that the Depositary is being replaced in accordance with
Section 4(a)(vii) of the Note Purchase Agreement]. Pursuant to Section 1.02(c)
of the Agreement, please execute the attached Notice of Withdrawal and
immediately transmit by facsimile to the Depositary, at (212) 657-3866,
Attention: Global Agency & Trust.

                                    Very truly yours,

                                    WILMINGTON TRUST COMPANY,
                                    not in its individual capacity but
                                    solely as Pass Through Trustee


                                    By ________________________________
                                       Name:
                                       Title:



Dated:  ____________, 200_

EX-4.21

   1

                                  EXHIBIT 4.21


                             NOTE PURCHASE AGREEMENT

                            Dated as of May 17, 2001

                                      Among

                          AMERICA WEST AIRLINES, INC.,

                            WILMINGTON TRUST COMPANY,
                    as Pass Through Trustee under each of the
                          Pass Through Trust Agreements

                            WILMINGTON TRUST COMPANY,
                             as Subordination Agent

                            WILMINGTON TRUST COMPANY,
                                 as Escrow Agent

                                       and

                            WILMINGTON TRUST COMPANY,
                                 as Paying Agent
   2
                        INDEX TO NOTE PURCHASE AGREEMENT



                                                                              Page
                                                                              ----
                                                                        
SECTION 1.  Financing of Aircraft ......................................       2

SECTION 2.  Conditions Precedent .......................................       8

SECTION 3.  Representations and Warranties .............................       8

SECTION 4.  Covenants ..................................................      11

SECTION 5.  Notices ....................................................      14

SECTION 6.  Expenses ...................................................      15

SECTION 7.  Further Assurances .........................................      15

SECTION 8.  Miscellaneous ..............................................      16

SECTION 9.  Governing Law ..............................................      16




                                    Schedules

Schedule I                 Aircraft and Scheduled Delivery Months
Schedule II                Pass Through Trust Agreements
Schedule III               Deposit Agreements
Schedule IV                Escrow and Paying Agent Agreements
Schedule V                 Mandatory Document Terms
Schedule VI                Mandatory Economic Terms
Schedule VII               Aggregate Amortization Schedule


                                      Annex

Annex A                    Definitions


                                    Exhibits

Exhibit A-1                Form of Leased Aircraft Participation Agreement
Exhibit A-2                Form of Lease
Exhibit A-3                Form of Leased Aircraft Indenture
Exhibit A-4                Form of Aircraft Purchase Agreement Assignment
Exhibit A-5                Form of Leased Aircraft Trust Agreement
Exhibit B                  Form of Delivery Notice

                                       -i-


                                      S-16
   3
Exhibit C-1                Form of Owned Aircraft Participation Agreement
Exhibit C-2                Form of Owned Aircraft Indenture
Exhibit D                  Additional Subordination Provision for the
                           Re-Issuance of the Series D Equipment Notes

                                      -ii-
   4
                             NOTE PURCHASE AGREEMENT

         This NOTE PURCHASE AGREEMENT, dated as of May 17, 2001, among (i)
AMERICA WEST AIRLINES, INC., a Delaware corporation (the "Company"), (ii)
WILMINGTON TRUST COMPANY ("WTC"), a Delaware banking corporation, not in its
individual capacity except as otherwise expressly provided herein, but solely as
trustee (in such capacity together with its successors in such capacity, the
"Pass Through Trustee") under each of the three separate Pass Through Trust
Agreements (as defined below), (iii) WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as subordination agent and trustee (in such capacity
together with its successors in such capacity, the "Subordination Agent") under
the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as Escrow Agent (in such capacity together with
its successors in such capacity, the "Escrow Agent"), under each of the Escrow
and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as Paying Agent (in such capacity together with
its successors in such capacity, the "Paying Agent") under each of the Escrow
and Paying Agent Agreements.

                              W I T N E S S E T H:

         WHEREAS, capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in Annex A hereto;

         WHEREAS, the Company has obtained commitments from the Manufacturer
pursuant to the Aircraft Purchase Agreement for the delivery of the 14 aircraft
listed on Schedule I hereto (together with any aircraft substituted therefor in
accordance with the Aircraft Purchase Agreement prior to the delivery thereof,
the "Aircraft");

         WHEREAS, pursuant to each of the Pass Through Trust Agreements set
forth in Schedule II hereto, and concurrently with the execution and delivery of
this Agreement, separate grantor trusts (collectively, the "Pass Through Trusts"
and, individually, a "Pass Through Trust") have been created to facilitate
certain of the transactions contemplated hereby, including, without limitation,
the issuance and sale of pass through certificates pursuant thereto
(collectively, the "Certificates") to provide for a portion of the financing of
the Aircraft;

         WHEREAS, the Company has entered into the Purchase Agreement dated as
of May 10, 2001 (the "Purchase Agreement") with the several initial purchasers
(the "Initial Purchasers") named therein, which provides that the Company will
cause each Pass Through Trustee to issue and sell the Certificates to the
Initial Purchasers;

         WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) the Escrow Agents and the Depositary entered into the Deposit
Agreements set forth in Schedule III hereto (the "Initial Deposit Agreements")
whereby the applicable Escrow Agent agreed to direct the Initial Purchasers to
make certain deposits referred to therein on the Issuance Date (the "Initial
Deposits") and to permit the applicable Pass Through Trustee to make additional
deposits from time to time thereafter (the Initial Deposits together with such
additional deposits are collectively referred to as the "Deposits") and (ii) the
Pass Through Trustees, the Initial Purchasers, the Paying Agents and the Escrow
Agents entered into the Escrow and Paying
   5
                                                                               2

Agent Agreements set forth in Schedule IV hereto (the "Escrow and Paying Agent
Agreements") whereby, among other things, (a) the Initial Purchasers agreed to
deliver an amount equal to the amount of the Initial Deposits to the Depositary
on behalf of the applicable Escrow Agent and (b) the applicable Escrow Agent,
upon the Depositary receiving such amount, has agreed to deliver escrow receipts
to be affixed to each Certificate;

         WHEREAS, prior to (or, in the case of the utilization of bridge
financing, after) the delivery of each Aircraft from the Manufacturer, the
Company will determine whether to enter into a leveraged lease transaction as
lessee with respect to such Aircraft (a "Leased Aircraft") or to purchase as
owner such Aircraft pursuant to a secured loan transaction (an "Owned Aircraft")
and will give to the Pass Through Trustee a Delivery Notice (as defined below)
specifying its election;

         WHEREAS, upon receipt of a Delivery Notice with respect to an Aircraft,
subject to the terms and conditions of this Agreement, the applicable Pass
Through Trustees will enter into the applicable Financing Agreements relating to
such Aircraft;

         WHEREAS, upon the delivery of each Aircraft, each Pass Through Trustee
will fund its purchase of Equipment Notes with the proceeds of one or more
Deposits withdrawn by the applicable Escrow Agent under the related Deposit
Agreement bearing the same interest rate as the Certificates issued by such Pass
Through Trust;

         WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) Westdeutsche Landesbank Girozentrale, a bank organized under the
laws of the State of North Rhine-Westphalia, Germany, acting through its New
York branch (the "Liquidity Provider"), has entered into two revolving credit
agreements (each, a "Liquidity Facility"), one each for the benefit of the
Certificateholders of the Class G Trust and the Class C Trust, with the
Subordination Agent, as agent for the Pass Through Trustee on behalf of each
such Pass Through Trust and (ii) the Pass Through Trustee, the Liquidity
Provider, the Policy Provider (as defined below) and the Subordination Agent
have entered into the Intercreditor Agreement, dated as of the date hereof (the
"Intercreditor Agreement"); and

         WHEREAS, concurrently with the execution and delivery of this Agreement
Ambac Assurance Corporation (the "Policy Provider") has entered into the
Insurance and Indemnity Agreement (the "Policy Provider Agreement"), with the
Company and the Subordination Agent, as agent and trustee for the Pass Through
Trustee of the Class G Trust on behalf of the Class G Trust, and the Policy
Provider has issued the certificate guaranty insurance policy (the "Policy")
provided for therein for the benefit of the Class G Certificateholders.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements herein contained and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

         SECTION 1. Financing of Aircraft. (a) The Company confirms that it has
entered into the Aircraft Purchase Agreement with the Manufacturer pursuant to
which the Company has agreed to purchase, and the Manufacturer has agreed to
deliver, the Aircraft in the months specified in Schedule I hereto, all on and
subject to terms and conditions specified in the
   6
                                                                               3


Aircraft Purchase Agreement. The Company agrees to finance the Aircraft in the
manner provided herein, all on and subject to the terms and conditions hereof
and of the relevant Financing Agreements.

         (b) In furtherance of the foregoing, the Company agrees to give the
parties hereto, the Depositary, the Policy Provider and each of the Rating
Agencies not less than two Business Days' prior written notice in the form of
the notice set out in Exhibit B hereto (a "Delivery Notice") of the scheduled
delivery date (the "Scheduled Delivery Date") (or, in the case of a substitute
Delivery Notice under Section 1(e) or (f) hereof, one Business Day's prior
notice) in respect of each Aircraft under the Aircraft Purchase Agreement, or in
the case of the utilization of bridge financing as contemplated by Section 1(e)
hereof in respect of any Aircraft, one Business Day's prior notice of the date
of the financing of such Aircraft pursuant to the relevant Financing Agreements
(or in the case of the Aircraft bearing registration number N824AW, if the
scheduled date of the financing of such Aircraft hereunder (which shall be
deemed to be a "Scheduled Delivery Date" hereunder) coincides with the Issuance
Date, the Delivery Notice therefor may be delivered to the parties hereto on
such date), which notice shall:

         (i) specify whether the Company has elected to treat such Aircraft as a
      Leased Aircraft or an Owned Aircraft;

         (ii) specify the Scheduled Delivery Date of such Aircraft (which shall
      be a Business Day before the Cut-off Date and, except as provided in
      Section 1(f) hereof, the date (the "Funding Date") on which the financing
      therefor in the manner provided herein shall be consummated);

         (iii) instruct the applicable Pass Through Trustee to execute and
      deliver to the relevant Escrow Agent a withdrawal certificate in the form
      of Exhibit B to the Escrow Agent so as to provide a Notice of Purchase
      Withdrawal to the Depositary with respect to the Equipment Notes to be
      issued in connection with the financing of such Aircraft;

         (iv) instruct the applicable Pass Through Trustee to enter into the
      Participation Agreement included in the Financing Agreements with respect
      to such Aircraft in such form and at such a time on or before the Funding
      Date specified in such Delivery Notice and to perform its obligations
      thereunder;

         (v) specify the aggregate principal amount of each series of Equipment
      Notes to be issued, and purchased by the Pass Through Trustees, in
      connection with the financing of such Aircraft scheduled to be delivered
      on such Funding Date (which shall in all respects comply with the
      Mandatory Economic Terms); and

         (vi) if such Aircraft is to be a Leased Aircraft, certify that the
      related Owner Participant (A) is not an Affiliate of the Company and (B)
      based on the representations of such Owner Participant, is either (1) a
      Qualified Owner Participant or (2) any other person the obligations of
      which under the Owner Participant Agreements (as defined in the applicable
      Participation Agreement) are guaranteed by a Qualified Owner Participant.

         (c) Upon receipt of a Delivery Notice, the Pass Through Trustees shall,
and shall cause the Subordination Agent to, enter into and perform their
obligations under the Partic-
   7
                                                                               4


ipation Agreement and other instructions specified in such Delivery Notice,
provided that such Participation Agreement and the other Lease Financing
Agreements or Owner Financing Agreements to be entered into pursuant to such
Participation Agreement shall be in the forms thereof annexed hereto in all
material respects with such changes therein as shall have been requested by the
related Owner Participant (in the case of Lease Financing Agreements), agreed to
by the Company and, if modified in any material respect, as to which prior
written consent of the Policy Provider shall have been obtained and as to which
Rating Agency Confirmation shall have been obtained from each Rating Agency by
the Company (to be delivered by the Company to the applicable Pass Through
Trustee on or before the relevant Delivery Date, it being understood that if
Policy Provider consent and Rating Agency Confirmation shall have been received
with respect to any Financing Agreements and such Financing Agreements are
utilized for subsequent Aircraft (or Substitute Aircraft) without material
modifications, no additional Policy Provider consent or Rating Agency
Confirmation shall be required); provided, however, that the relevant Financing
Agreements as executed and delivered shall not vary the Mandatory Economic Terms
and shall contain the Mandatory Document Terms. Notwithstanding the foregoing,
an Indenture may be modified to the extent required pursuant to Section 4(a)(vi)
of this Agreement. The Company shall pay the reasonable costs and expenses of
the Rating Agencies in connection with obtaining any such Rating Agency
Confirmation. With respect to each Aircraft, the Company shall cause WTC (or
such other person that meets the eligibility requirements to act as mortgagee
under the Leased Aircraft Indenture or Owned Aircraft Indenture) shall execute
as Loan Trustee the Financing Agreements relating to such Aircraft to which such
Loan Trustee is intended to be a party, and the Company shall concurrently
therewith execute such Financing Agreements to which the Company is intended to
be a party and perform its respective obligations thereunder. Upon the request
of the Policy Provider or of either Rating Agency, the Company shall deliver or
cause to be delivered to such Rating Agency a true and complete copy of each
Financing Agreement relating to the financing of each Aircraft together with a
true and complete set of the closing documentation (including legal opinions)
delivered to the related Loan Trustee, Subordination Agent and Pass Through
Trustee under the related Participation Agreement.

         (d) If after giving any Delivery Notice, there shall be a delay in the
delivery of an Aircraft, or if on the Scheduled Delivery Date of an Aircraft the
financing thereof in the manner contemplated hereby shall not be consummated for
whatever reason, the Company shall give the parties hereto and the Policy
Provider prompt notice thereof. Concurrently with the giving of such notice of
postponement or subsequently, the Company shall give the parties hereto and the
Policy Provider a substitute Delivery Notice specifying the date to which such
delivery and related financing shall have been re-scheduled (which shall be a
Business Day before the Cut-off Date on which the Escrow Agents shall be
entitled to withdraw one or more Deposits under each of the applicable Deposit
Agreements to enable each applicable Pass Through Trustee to fund its purchase
of the related Equipment Notes). Upon receipt of any such notice of
postponement, each applicable Pass Through Trustee shall comply with its
obligations under Section 7.01 of each of the Pass Through Trust Agreements and
thereafter the financing of the relevant Aircraft shall take place on the
re-scheduled Delivery Date therefor (all on and subject to the terms and
conditions of the relevant Financing Agreements) unless further postponed as
provided herein.

         (e) Anything in this Section 1 to the contrary notwithstanding, the
Company shall have the right at any time on or before the Scheduled Delivery
Date of any Aircraft, and
   8
                                                                               5


subsequent to its giving a Delivery Notice therefor, to postpone the Scheduled
Delivery Date of such Aircraft so as to enable the Company to change its
election to treat such Aircraft as a Leased Aircraft or an Owned Aircraft by
written notice of such postponement to the other parties hereto. The Company
shall subsequently give the parties hereto a substitute Delivery Notice
complying with the provisions of Section 1(b) hereof and specifying the new
Funding Date for such postponed Aircraft (which shall be a Business Day
occurring before the Cut-off Date and on which the Escrow Agents shall be
entitled to withdraw Deposits under each of the applicable Deposit Agreements
sufficient to enable each applicable Pass Through Trustee to fund its purchase
of the related Equipment Notes). In addition, the Company shall have the further
right, anything in this Section 1 to the contrary notwithstanding, to accept
delivery of an Aircraft under the Aircraft Purchase Agreement on the Delivery
Date thereof by utilization of bridge financing of such Aircraft and promptly
thereafter give the parties hereto a Delivery Notice specifying a Funding Date
not later than 90 days after the Delivery Date of such Aircraft and no later
than the Cut-off Date and otherwise complying with the provisions of Section
1(b) hereof. All other terms and conditions of this Note Purchase Agreement
shall apply to the financing of any such Aircraft on the re-scheduled Funding
Date therefor except (i) the re-scheduled Funding Date shall be deemed the
Delivery Date of such Aircraft for all purposes of this Section 1, (ii) the
related Financing Agreements shall be amended to reflect the original delivery
of such Aircraft to the Company and (iii) the related Financing Agreements shall
be amended to reflect the seller of such Aircraft, and the recipient of payment
of the purchase price therefor, as the Company and (iv) in the case of a Leased
Aircraft, the Aircraft Purchase Agreement Assignment shall be modified to cover
only an assignment of the relevant warranties.

         (f) If the Scheduled Delivery Date for any Aircraft is delayed for any
reason (including the casualty loss thereof) more than 30 days beyond the last
day of the month set forth opposite such Aircraft under the heading "Scheduled
Delivery Months" in Schedule I hereto, the Company may identify for delivery a
substitute aircraft therefor meeting the following conditions (a "Substitute
Aircraft"): (i) a Substitute Aircraft must be an Airbus A319-100 or A320-200
aircraft manufactured after the date of this Agreement, (ii) one or more
Substitute Aircraft of the same or different types may be substituted for one or
more Aircraft of the same or different types so long as after giving effect
thereto such substitution does not vary the Mandatory Economic Terms and (iii)
the Company shall be obligated to obtain prior written consent of the Policy
Provider and to obtain Rating Agency Confirmation in respect of the replacement
of any Aircraft by Substitute Aircraft. Upon the satisfaction of the conditions
set forth above with respect to a Substitute Aircraft, the Aircraft to be
replaced shall cease to be subject to this Agreement and all rights and
obligations of the parties hereto concerning such Aircraft shall cease, and such
Substitute Aircraft shall become and thereafter be subject to the terms and
conditions of this Agreement to the same extent as such Aircraft.

         (g) The Company shall have no liability for the failure of the Pass
Through Trustees to purchase Equipment Notes with respect to any Aircraft or
Substitute Aircraft, other than the Company's obligation, if any, to pay the
Deposit Make-Whole Premium and Deposit Break Amount pursuant to Section 4(a)(i)
of this Agreement.

         (h) The parties agree that if, in connection with the delivery of an
Aircraft or Substitute Aircraft, any Owner Participant who is to be a party to
any Lease Financing Agreement shall not be a "Citizen of the United States"
within the meaning of Section
   9
                                                                               6


40102(a)(15) of the Act, then the applicable Lease Financing Agreements shall be
modified, consistent with the Mandatory Document Terms, (x) to require such
Owner Participant to enter into a voting trust, voting powers or similar
arrangement satisfactory to the Company that (A) enables such Aircraft or
Substitute Aircraft to be registered in the United States and (B) complies with
the FAA regulations issued under the Act applicable thereto and (y) to be
otherwise consistent with such state of affairs.

         (i) Anything herein to the contrary notwithstanding, the Company shall
not have the right, and shall not be entitled, at any time to request the
issuance of Equipment Notes of any series to any Pass Through Trustee in an
aggregate principal amount in excess of the amount of the Deposits then
available for withdrawal by the Escrow Agent under and in accordance with the
provisions of the related Deposit Agreement.

         (j) Notwithstanding the foregoing provisions of this Section 1, and
anything herein to the contrary notwithstanding, upon not less than 30 days'
prior written notice to the parties hereto, the Company shall have the right,
within 120 days after the date any Aircraft has been financed as an Owned
Aircraft, to sell such Owned Aircraft and transfer title to such Owned Aircraft
to an Owner Trustee for the benefit of an Owner Participant (which shall be a
Qualified Owner Participant) in a transaction in which such Owner Trustee
assumes all of the obligations of the Company under the relevant Equipment Notes
and the Owned Aircraft Indenture on a non-recourse basis (with the Company being
released from such obligations, except to the extent accrued prior thereto),
leases the Aircraft to the Company and assigns such lease to the Loan Trustee
pursuant to an amended and restated trust indenture (a "Sale/Leaseback
Transaction"). In connection with such Sale/Leaseback Transaction, the Company
and the relevant Note Holders will execute and deliver appropriate documentation
permitting the Owner Trustee to assume the obligations of the Company under the
relevant Equipment Notes and the Owned Aircraft Indenture on a non-recourse
basis, releasing the Company from all obligations in respect of such Equipment
Notes and the Owned Aircraft Indenture (except to the extent accrued prior
thereto), and take all other actions as are reasonably necessary to permit such
assumption by the Owner Trustee. In connection with any such Sale/Leaseback
Transaction, the parties hereto agree that (a) the documents to be utilized
shall be (i) an amended and restated participation agreement amending and
restating the Participation Agreement, such amended and restated participation
agreement to be substantially in the form of the Leased Aircraft Participation
Agreement, among the Company, the relevant Note Holders, the Owner Participant,
the Owner Trustee, and the Loan Trustee, with (x)
   10
                                                                               7


such changes to such form to reflect the assumption of such Equipment Notes by
the Owner Trustee on a non-recourse basis rather than the issuance thereof by
the Owner Trustee and original purchase thereof by the Note Holders and also to
reflect the release of the Company from all obligations under such Equipment
Notes and the Owned Aircraft Indenture (except to the extent accrued prior
thereto) and (y) such other changes as may be permitted in accordance with the
provisions of Section 1(c) hereof applicable to a Leased Aircraft Participation
Agreement in connection with a leverage lease transaction, (ii) a lease
agreement, such lease agreement to be substantially in the form of the Lease
between the Company and the Owner Trustee with such changes as may be permitted
in accordance with the provisions of Section 1(c) hereof applicable to the Lease
in connection with a leveraged lease transaction, (iii) an amended and restated
trust indenture amending and restating the relevant Owned Aircraft Indenture,
such amended and restated trust indenture to be substantially in the form of a
Leased Aircraft Indenture, between the Owner Trustee and the Loan Trustee, with
(x) such changes to such form to reflect the assumption of all of the
obligations of the Owner Trustee under relevant Equipment Notes and the relevant
Owned Aircraft Indenture on a non-recourse basis and the release of the
obligations of the Company under such Equipment Notes and the relevant Owned
Aircraft Indenture and (y) such other changes as may be permitted in accordance
with the provisions of Section 1(c) hereof applicable to a Leased Aircraft
Indenture in connection with a leveraged lease transaction, (iv) a purchase
agreement assignment, such purchase agreement assignment to be substantially in
the form of the Aircraft Purchase Agreement Assignment between the Company and
the Owner Trustee with such changes as may be permitted in accordance with the
provisions of Section 1(c) hereof applicable to an Aircraft Purchase Agreement
Assignment in connection with a leveraged lease transaction, and (v) a trust
agreement, such trust agreement to be substantially in the form of a Trust
Agreement, between the Owner Trustee and the Owner Participant with such changes
as may be permitted in accordance with the provisions of Section 1(c) hereof
applicable to a Trust Agreement in connection with a leveraged lease transaction
and (b) the relevant Equipment Notes shall be delivered to the Loan Trustee for
cancellation in exchange for new equipment notes to be issued to the Note
Holders by the Owner Trustee upon the authentication thereof by the Loan
Trustee, such new equipment notes to be substantially in the form contained in
Section 2.01 of the Leased Aircraft Indenture. Such new equipment notes will
have the same payment terms except that in the event that the Company enters
into a Sale/Leaseback Transaction prior to the Delivery Period Termination Date,
the Company shall have the right to reoptimize the new equipment notes to be
issued to the Note Holders by the Owner Trustee in compliance with the Mandatory
Economic Terms and subject to obtaining Rating Agency Confirmation with respect
thereto.

         Notwithstanding the foregoing, the Company shall not have the right to
enter into a Sale/Leaseback Transaction unless the Company (i) causes to be
delivered to the Loan Trustee an opinion of counsel (both counsel and opinion
satisfactory to the Loan Trustee) to the effect that the Pass Through Trusts
will not be subject to Federal income tax as a result of such Sale/Leaseback
Transaction and (ii) furnishes to the Loan Trustee either (A) an opinion of
counsel to the effect that the Certificateholders will not recognize income,
gain or loss for Federal income tax purposes as a result of such Sale/Leaseback
Transaction and will be subject to Federal income tax on the same amount, in the
same manner and at the same time as would have been the case if such
Sale/Leaseback Transaction had not occurred or (B) furnishes to the Loan Trustee
both an opinion of counsel (both counsel and opinion satisfactory to the Loan
Trustee) that the Certificateholders should not recognize gain or loss for
Federal income tax purposes in connection with such Sale/Leaseback Transaction
and will be subject to Federal income tax on the same amount and in the same
manner and at the same time as would have been the case if such Sale/Leaseback
Transaction had not occurred and an indemnification in favor of the holders of
the Certificates in form and substance reasonably satisfactory to the Loan
Trustee and (ii) obtains Policy Provider consent and a Rating Agency
Confirmation with respect thereto. In addition, the Company agrees to otherwise
comply with the provisions of Sections 1(c) and 2 hereof in connection with any
Sale/Leaseback Transaction.
   11
                                                                               8


         SECTION 2. Conditions Precedent. The obligation of the Pass Through
Trustees to enter into, and to cause the Subordination Agent to enter into, any
Participation Agreement as directed pursuant to a Delivery Notice and to perform
its obligations thereunder is subject to satisfaction of the following
conditions:

         (a) no Triggering Event shall have occurred;

         (b) the Company shall have delivered a certificate to each such Pass
      Through Trustee, the Policy Provider and each Liquidity Provider stating
      that (i) such Participation Agreement and the other Financing Agreements
      to be entered into pursuant to such Participation Agreement do not vary
      the Mandatory Economic Terms and contain the Mandatory Document Terms,
      (ii) any substantive modification of such Financing Agreements from the
      forms of Financing Agreements attached to this Agreement do not materially
      and adversely affect the Policy Provider or the Certificateholders, and
      such certification shall be true and correct; and

         (c) a copy of the Rating Agency Confirmations and the Policy Provider
      consent required under Section 1(c) or 1(j) shall have been delivered to
      each such Pass Through Trustee.

         Anything herein to the contrary notwithstanding, the obligation of each
Pass Through Trustee to purchase Equipment Notes shall terminate on the Cut-off
Date.

         SECTION 3. Representations and Warranties. (a) The Company represents
and warrants that:

         (i) the Company is duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and is a "citizen of the
      United States" as defined in Section 40102 of the Act, and has the full
      corporate power, authority and legal right under the laws of the State of
      Delaware to execute and deliver this Agreement and each Financing
      Agreement to which it will be a party and to carry out the obligations of
      the Company under this Agreement and each Financing Agreement to which it
      will be a party;

         (ii) the execution and delivery by the Company of this Agreement and
      the performance by the Company of its obligations under this Agreement
      have been duly authorized by the Company and will not violate its
      Certificate of Incorporation or by-laws or (other than any violation that
      would not result in a Material Adverse Change to the Company) the
      provisions of any indenture, mortgage, contract or other agreement to
      which it is a party or by which it is bound; and

         (iii) assuming the due authorization, execution and delivery hereof by
      the other parties hereto this Agreement constitutes the legal, valid and
      binding obligation of the Company, enforceable against it in accordance
      with its terms, except as the same may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and by general principles of
      equity, whether considered in a proceeding at law or in equity.
   12
                                                                               9

         (b) WTC represents and warrants that:

         (i) WTC is duly incorporated, validly existing and in good standing
      under the laws of the State of Delaware and is a "citizen of the United
      States" as defined in Section 40102 of the Act, and has the full corporate
      power, authority and legal right under the laws of the State of Delaware
      and the United States pertaining to its banking, trust and fiduciary
      powers to execute and deliver this Agreement and each Financing Agreement
      to which it will be a party and to carry out the obligations of WTC, in
      its capacity as Subordination Agent, Pass Through Trustee or Paying Agent,
      as the case may be, under this Agreement and each Financing Agreement to
      which it will be a party;

         (ii) the execution and delivery by WTC, in its capacity as
      Subordination Agent, Pass Through Trustee or Paying Agent, as the case may
      be, of this Agreement and the performance by WTC, in its capacity as
      Subordination Agent, Pass Through Trustee or Paying Agent, as the case may
      be, of its obligations under this Agreement have been duly authorized by
      WTC, in its capacity as Subordination Agent, Pass Through Trustee or
      Paying Agent, as the case may be, and will not violate its articles of
      association or by-laws or the provisions of any indenture, mortgage,
      contract or other agreement to which it is a party or by which it is
      bound; and

         (iii) this Agreement constitutes the legal, valid and binding
      obligations of WTC, in its capacity as Subordination Agent, Pass Through
      Trustee or Paying Agent, as the case may be, enforceable against it in
      accordance with its terms, except as the same may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and by general principles of
      equity, whether considered in a proceeding at law or in equity.

         (c) The Pass Through Trustee hereby confirms to each of the other
parties hereto that its representations and warranties set forth in Section 7.15
of each Pass Through Trust Agreement are true and correct as of the date hereof.

         (d) The Subordination Agent represents and warrants that:

         (i) the Subordination Agent is duly incorporated, validly existing and
      in good standing under the laws of the State of Delaware, and has the full
      corporate power, authority and legal right under the laws of the State of
      Delaware and the United States pertaining to its banking, trust and
      fiduciary powers to execute and deliver this Agreement and each Financing
      Agreement to which it is or will be a party and to perform its obligations
      under this Agreement and each Financing Agreement to which it is or will
      be a party;

         (ii) this Agreement has been duly authorized, executed and delivered by
      the Subordination Agent; this Agreement constitutes the legal, valid and
      binding obligations of the Subordination Agent enforceable against it in
      accordance with its terms, except as the same may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and by general principles of
      equity, whether considered in a proceeding at law or in equity;
   13
                                                                              10


         (iii) none of the execution, delivery and performance by the
      Subordination Agent of this Agreement contravenes any law, rule or
      regulation of the State of Delaware or any United States governmental
      authority or agency regulating the Subordination Agent's banking, trust or
      fiduciary powers or any judgment or order applicable to or binding on the
      Subordination Agent and do not contravene the Subordination Agent's
      articles of association or by-laws or result in any breach of, or
      constitute a default under, any agreement or instrument to which the
      Subordination Agent is a party or by which it or any of its properties may
      be bound;

         (iv) neither the execution and delivery by the Subordination Agent of
      this Agreement nor the consummation by the Subordination Agent of any of
      the transactions contemplated hereby requires the consent or approval of,
      the giving of notice to, the registration with, or the taking of any other
      action with respect to, any Delaware governmental authority or agency or
      any federal governmental authority or agency regulating the Subordination
      Agent's banking, trust or fiduciary powers;

         (v) there are no Taxes payable by the Subordination Agent imposed by
      the State of Delaware or any political subdivision or taxing authority
      thereof in connection with the execution, delivery and performance by the
      Subordination Agent of this Agreement (other than franchise or other taxes
      based on or measured by any fees or compensation received by the
      Subordination Agent for services rendered in connection with the
      transactions contemplated by the Intercreditor Agreement or any of the
      Liquidity Facilities), and there are no Taxes payable by the Subordination
      Agent imposed by the State of Delaware or any political subdivision
      thereof in connection with the acquisition, possession or ownership by the
      Subordination Agent of any of the Equipment Notes (other than franchise or
      other taxes based on or measured by any fees or compensation received by
      the Subordination Agent for services rendered in connection with the
      transactions contemplated by the Intercreditor Agreement or any of the
      Liquidity Facilities); and

         (vi) there are no pending or threatened actions or proceedings against
      the Subordination Agent before any court or administrative agency which
      individually or in the aggregate, if determined adversely to it, would
      materially adversely affect the ability of the Subordination Agent to
      perform its obligations under this Agreement.

         (e) The Escrow Agent represents and warrants that:

         (i) the Escrow Agent is duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the full
      corporate power, authority and legal right under the laws of the State of
      Delaware pertaining to its banking, trust and fiduciary powers to execute
      and deliver this Agreement, each Deposit Agreement and each Escrow and
      Paying Agent Agreement (collectively, the "Escrow Agent Agreements") and
      to carry out the obligations of the Escrow Agent under each of the Escrow
      Agent Agreements;

         (ii) the execution and delivery by the Escrow Agent of each of the
      Escrow Agent Agreements and the performance by the Escrow Agent of its
      obligations hereunder
   14
                                                                              11


      and thereunder have been duly authorized by the Escrow Agent and will
      not violate its articles of association or by-laws or the provisions of
      any indenture, mortgage, contract or other agreement to which it is a
      party or by which it is bound; and

         (iii) each of the Escrow Agent Agreements constitutes the legal, valid
      and binding obligations of the Escrow Agent enforceable against it in
      accordance with its terms, except as the same may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and by general principles of
      equity, whether considered in a proceeding at law or in equity.

         (f) The Paying Agent represents and warrants that:

         (i) the Paying Agent is duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the full
      corporate power, authority and legal right under the laws of the State of
      Delaware and the United States pertaining to its banking, trust and
      fiduciary powers to execute and deliver this Agreement and the Escrow and
      Paying Agent Agreement (collectively, the "Paying Agent Agreements") and
      to carry out the obligations of the Paying Agent under each of the Paying
      Agent Agreements;

         (ii) the execution and delivery by the Paying Agent of each of the
      Paying Agent Agreements and the performance by the Paying Agent of its
      obligations hereunder and thereunder have been duly authorized by the
      Paying Agent and will not violate its articles of association or by-laws
      or the provisions of any indenture, mortgage, contract or other agreement
      to which it is a party or by which it is bound; and

         (iii) each of the Paying Agent Agreements constitutes the legal, valid
      and binding obligations of the Paying Agent enforceable against it in
      accordance with its terms, except as the same may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and by general principles of
      equity, whether considered in a proceeding at law or in equity.

         SECTION 4. Covenants. (a) The Company covenants with each of the other
parties hereto that:

         (i) (A) on the date that the Depositary is obligated to pay the amount
      of the Final Withdrawals to the Paying Agent pursuant to the Deposit
      Agreements relating to the Class G Trust and the Class C Trust, the
      Company shall pay to the Pass Through Trustee of each such Trust no later
      than 12:30 p.m. (New York time) an amount equal to the Deposit Make-Whole
      Premium, if any, required to be paid in respect of each such Final
      Withdrawal amount, and (B) on the date that the Depositary is obligated to
      pay the amount of the Final Withdrawal to the Paying Agent pursuant to the
      Deposit Agreement relating to the Class D Trust, the Company shall pay to
      the Pass Through Trustee of such Trust no later than 12:30 p.m. (New York
      time) an amount equal to the Deposit Break Amount, if any, and, if such
      date occurs before January 1, 2002, a premium equal to 1% of the amount of
      such Final Withdrawal, in each case, required to be paid in respect of
      such Final Withdrawal amount;
   15
                                                                              12



         (ii) subject to Section 4(a)(iv) of this Agreement, the Company shall
      at all times maintain its corporate existence;

         (iii) the Company shall at all times remain a U.S. Air Carrier (as
      defined in the Financing Agreements) and shall at all times be otherwise
      certificated and registered to the extent necessary to entitle (i) in the
      case of Leased Aircraft, the Owner Trustee (and the Loan Trustee as
      assignee of the Owner Trustee's rights under each Lease) to the rights
      afforded to lessors of aircraft equipment under Section 1110 and (ii) in
      the case of Owned Aircraft, the Loan Trustee to the rights afforded to
      secured parties of aircraft equipment under Section 1110;

         (iv) Section 13.2.1 of each Lease is hereby incorporated by reference
      herein;

         (v) the Company agrees to provide written notice to each of the parties
      hereto of the occurrence of the Cut-off Date no later than one Business
      Day after the date thereof; such notice to refer specifically to the Pass
      Through Trustee's obligation to assign, transfer and deliver all of its
      right, title and interest to the Trust Property (as defined in each Pass
      Through Trust Agreement) to the trustee of the Related Trust (as defined
      in each Pass Through Trust Agreement) in accordance with Section 11.01 of
      each of the Pass Through Trust Agreements;

         (vi) the Company shall not re-issue any Series D Equipment Note
      pursuant to any Owned Aircraft Indenture or Leased Aircraft Indenture
      unless it shall have obtained written confirmation from each Rating Agency
      that the re-issuance of such Series D Equipment Note will not result in
      (i) a reduction of the rating for any Class of Certificates below the then
      current rating for such Class of Certificates (without regard to the
      Policy) or (ii) a withdrawal or suspension of the rating of any Class of
      Certificates; if such condition to the re-issuance of Series D Equipment
      Notes is satisfied, the parties hereto agree to enter into such amendments
      and modifications to the Intercreditor Agreement, the Pass Through Trust
      Agreements and the Financing Agreements (to the extent permitted therein)
      as shall be reasonably requested by the Company to facilitate the
      re-issuance of the same, provided that such amendments and modifications
      shall comply with the Mandatory Document Terms and shall not vary the
      Mandatory Economic Terms (unless such variation would only affect the
      Series D Equipment Notes). The Company will (i) (to the extent such
      documents do not already so provide) cause the Indenture under which any
      Series D Equipment Notes are re-issued and the Intercreditor Agreement to
      provide for the subordination of the Series D Equipment Notes to the
      Series C Equipment Notes, the Policy Provider Obligations (as defined in
      the Intercreditor Agreement), the Series G Equipment Notes and the
      Liquidity Obligations (as defined in the Intercreditor Agreement) in the
      same manner as the initially issued Series D Equipment Notes are
      subordinated to the Series C Equipment Notes, the Policy Provider
      Obligations, the Series G Equipment Notes and the Liquidity Obligations
      and (ii) (A) (to the extent not already so provided) cause such Series D
      Equipment Notes to be subject to the provisions of the Intercreditor
      Agreement that allow for the "Controlling Party" (as defined in the
      Intercreditor Agreement), during the continuance of an "Indenture Event of
      Default" (as defined in the Intercreditor Agreement), to direct the Loan
      Trustee in taking action under the applicable Indenture and (B) (to the
      extent Section 10.9 of the
   16
                                                                              13


      Intercreditor Agreement does not already bind the holders of such
      Series D Equipment Notes) cause the Indenture under which such Series D
      Equipment Notes are re-issued to include, in substance, the provisions set
      forth in Exhibit D to this Agreement. The Class D Trust shall not purchase
      any such re-issued Series D Equipment Notes; and

         (vii) On the Issuance Date, the Depositary's short-term unsecured
      rating shall be A-1+ from Standard & Poor's and P-1 from Moody's (the
      "Depositary Threshold Rating"). If the Depositary's short-term unsecured
      debt rating shall at any time fall below A-1+ from Standard & Poor's or
      P-1 from Moody's, the Company shall, within 45 days of such event
      occurring, cause the Depositary to be replaced with a depository bank (a
      "Replacement Depositary") on the following terms and preconditions:

         (A) the Replacement Depositary must be one that meets the Depositary
      Threshold Rating (unless the Company shall have obtained (i) written
      confirmation from each Rating Agency that such replacement will not cause
      a reduction of any rating then in effect for any Class of Certificates by
      such Rating Agency (without regard to any downgrading of any rating of the
      Depositary being replaced and without regard to the Policy) and (ii) the
      prior written consent of the Policy Provider) and the Company shall have
      obtained written confirmation from each Rating Agency that such
      replacement will not cause a reduction of any rating then in effect for
      any Class of Certificates by such Rating Agency (without regard to any
      downgrading of any rating of the Depositary being replaced and without
      regard to the Policy);

         (B) the Company shall pay all fees, expenses and other amounts then
      owing to the replaced Depositary; and

         (C) the Company shall cause the Escrow Agent and the Replacement
      Depositary to enter into a Replacement Deposit Agreement for each Class of
      Certificates and shall cause the Replacement Depositary to deliver to the
      Company, the Policy Provider and each Rating Agency legal opinions and
      other closing documentation substantially similar in scope and substance
      as those that were delivered by the Depositary being replaced in
      connection with the execution and delivery of the Deposit Agreement being
      replaced.

         Upon satisfaction of the foregoing conditions, the Company shall
      instruct each Pass Through Trustee, and each Pass Through Trustee agrees,
      to execute and deliver to the Escrow Agent a duly completed Withdrawal
      Certificate (as defined in the Escrow and Paying Agent Agreements)
      together with a Notice of Replacement Withdrawal (as defined in the Escrow
      and Paying Agent Agreements).

         Each of the parties hereto agrees, at the Company's request, to enter
      into any amendments to this Agreement, the Escrow and Paying Agent
      Agreements and any other Operative Agreements as may be necessary or
      desirable to give effect to the replacement of the Depositary with the
      Replacement Depositary and the replacement of the Deposit Agreements with
      the Replacement Deposit Agreements.

         Upon the execution and delivery of the Replacement Deposit Agreements,
      the Replacement Depositary shall be deemed to be the Depositary with all
      of the rights and
   17
                                                                              14


      obligations of the Depositary hereunder and under the other Operative
      Agreements and the Replacement Deposit Agreements shall be deemed to be
      the Deposit Agreements hereunder and under the other Operative Agreements,
      except that the obligations of the replaced Depositary under the last two
      sentences of Section 1.4(a) of its Deposit Agreements shall remain in full
      force and effect notwithstanding the execution and delivery of the
      Replacement Deposit Agreements.

         (b) WTC, in its individual capacity, covenants with each of the other
parties to this Agreement that it will, immediately upon obtaining knowledge of
any facts that would cast doubt upon its continuing status as a "citizen of the
United States" as defined in Section 40102 of the Act and promptly upon public
disclosure of negotiations in respect of any transaction which would or might
adversely affect such status, notify in writing all parties hereto of all
relevant matters in connection therewith. Upon WTC giving any such notice, WTC
shall, subject to Section 8.02 of any Indenture then entered into, resign as
Loan Trustee in respect of such Indenture.

         (c) the Subordination Agent covenants with each of the other parties
hereto that it will not agree or consent to any amendment or modification to any
Liquidity Facility, the Policy Provider Agreement or the Intercreditor Agreement
without the Company's consent, if such amendment or modification would adversely
affect the interests of the Company.

         (d) The Escrow Agent covenants with each of the other parties hereto
that it will not agree or consent to any amendment or modification to (i) any
Deposit Agreement or Escrow and Paying Agent Agreement without the Company's
consent, if such amendment or modification would adversely affect the interests
of the Company or (ii) the Deposit Agreement for the Class G Trust or the Escrow
and Paying Agent Agreement for the Class G Trust without the Policy Provider's
consent, if such amendment or modification would adversely affect the interests
of the Policy Provider (such consent not to be unreasonably withheld or
delayed).

         SECTION 5. Notices. Unless otherwise expressly permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents,
waivers and other communications required or permitted to be made, given,
furnished or filed hereunder shall be in writing (it being understood that the
specification of a writing in certain instances and not in others does not imply
an intention that a writing is not required as to the latter), shall refer
specifically to this Agreement, and shall be personally delivered, sent by
facsimile or telecommunication transmission (which in either case provides
written confirmation to the sender of its delivery), sent by registered mail or
certified mail, return receipt requested, postage prepaid, or sent by overnight
courier service, in each case to the respective address or facsimile number set
forth for such party below the signature of such party at the foot of this
Agreement, or to such other address, facsimile or other number as each party
hereto may hereafter specify by notice to the other parties hereto. Notice shall
be given to the Policy Provider at the address specified in the Intercreditor
Agreement. Each such notice, request, demand, authorization, direction, consent,
waiver or other communication shall be effective when received or, if made,
given, furnished or filed by facsimile or telecommunication transmission, when
received unless received outside of business hours, in which case on the next
open of business on a Business day.
   18
                                                                              15


         SECTION 6. Expenses. (a) The Company agrees to pay to the Subordination
Agent when due for application in accordance with the Intercreditor Agreement an
amount or amounts equal to the fees payable to the Liquidity Provider under
Section 2.03 of each Liquidity Facility multiplied by a fraction the numerator
of which shall be the then outstanding aggregate amount of the Deposits under
the Deposit Agreements pertaining to the Class G Trust and Class C Trust and the
denominator of which shall be the sum of (x) the then outstanding aggregate
principal amount of the Series G Equipment Notes and Series C Equipment Notes
issued under all of the Indentures and (y) the then outstanding aggregate amount
of the Deposits under the Deposit Agreements pertaining to the Class G Trust and
the Class C Trust.

         (b) The Company agrees to pay to the Subordination Agent when due for
application in accordance with the Intercreditor Agreement an amount or amounts
equal to the fees payable to the Policy Provider under Section 3.02 of the
Policy Provider Agreement multiplied by a fraction the numerator of which shall
be the then outstanding aggregate amount of the Deposits under the Deposit
Agreement pertaining to the Class G Trust and the denominator of which shall be
the sum of (x) the then outstanding aggregate principal amount of the Series G
Equipment Notes issued under all of the Indentures and (y) the then outstanding
aggregate amount of the Deposits under the Deposit Agreement pertaining to the
Class G Trust.

         (c) So long as no Equipment Notes have been issued in respect of any
Aircraft, the Company agrees to pay (i) to the Subordination Agent when due (A)
the amount equal to interest on any Downgrade Advance (other than any Applied
Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus
Investment Earnings while such Downgrade Advance shall be outstanding, (B) the
amount equal to interest on any Non-Extension Advance (other than any Applied
Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility
minus Investment Earnings while such Non-Extension Advance shall be outstanding
and (C) any other amounts owed to the Liquidity Provider by the Subordination
Agent as borrower under each Liquidity Facility (other than (x) amounts due as
repayment of advances thereunder or as interest on such advances, except to the
extent payable pursuant to clause (A) or (B) and (y) fees payable under Section
6(a) above), (ii) all compensation and reimbursement of expenses, disbursements
and advances payable by the Company under the Pass Through Trust Agreements,
(iii) all compensation and reimbursement of expenses and disbursements payable
to the Subordination Agent under the Intercreditor Agreement (as may be modified
by any separate letter agreement) except with respect to any Unindemnified Taxes
incurred by the Subordination Agent in connection with the transactions
contemplated by the Intercreditor Agreement, (iv) all compensation and
reimbursement of expenses and disbursements payable to the Policy Provider under
the Policy Provider Agreement (except for fees payable under Section 6(b)
above), and (v) in the event the Company requests any amendment to any Operative
Agreement, all reasonable fees and expenses (including, without limitation, fees
and disbursements of counsel) of the Escrow Agent, the Paying Agent and/or the
Policy Provider in connection therewith. For purposes of this Section 6(b), the
terms "Applied Downgrade Advance", "Applied Non-Extension Advance", "Downgrade
Advance", "Investment Earnings" and "Non-Extension Advance" shall have the
meanings specified in each Liquidity Facility.

         SECTION 7. Further Assurances. Each party hereto shall duly execute,
acknowledge and deliver, or shall cause to be executed, acknowledged and
delivered, all such
   19
                                                                              16


further agreements, instruments, certificates or documents, and shall do and
cause to be done such further acts and things, in any case, as any other party
hereto shall reasonably request in connection with its administration of, or to
carry out more effectually the purposes of, or to better assure and confirm unto
it the rights and benefits to be provided under, this Agreement.

         SECTION 8. Miscellaneous. (a) Provided that the transactions
contemplated hereby have been consummated, and except as otherwise provided for
herein, the representations, warranties and agreements herein of the Company,
the Subordination Agent, the Escrow Agent, the Paying Agent and the Pass Through
Trustee, and the Company's, the Subordination Agent's, the Escrow Agent's, the
Paying Agent's and the Pass Through Trustee's obligations under any and all
thereof, shall survive the expiration or other termination of this Agreement and
the other agreements referred to herein.

         (b) This Agreement may be executed in any number of counterparts (and
each of the parties hereto shall not be required to execute the same
counterpart). Each counterpart of this Agreement, including a signature page
executed by each of the parties hereto, shall be an original counterpart of this
Agreement, but all of such counterparts together shall constitute one
instrument. Neither this Agreement nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified orally, but only by an
instrument in writing signed by the party against which the enforcement of the
termination, amendment, supplement, waiver or modification is sought. The index
preceding this Agreement and the headings of the various Sections of this
Agreement are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions hereof. The terms of this
Agreement shall be binding upon, and shall inure to the benefit of, the Company
and its successors and permitted assigns, the Pass Through Trustee and its
successors as Pass Through Trustee (and any additional trustee appointed) under
any of the Pass Through Trust Agreements, the Escrow Agent and its successors as
Escrow Agent under the Escrow and Paying Agent Agreements, the Paying Agent and
its successors as Paying Agent under the Escrow and Paying Agent Agreement and
the Subordination Agent and its successors as Subordination Agent under the
Intercreditor Agreement.

         (c) This Agreement is not intended to, and shall not, provide any
person not a party hereto (other than the Initial Purchasers and each of the
beneficiaries of Section 6 hereof) with any rights of any nature whatsoever
against any of the parties hereto, and no person not a party hereto (other than
the Initial Purchasers and each of the beneficiaries of Section 6 hereof) shall
have any right, power or privilege in respect of, or have any benefit or
interest arising out of, this Agreement. To the extent that this Agreement
expressly confers upon, gives or grants any right, power, privilege, benefit,
interest, remedy or claim to any of the beneficiaries of Section 6 hereof
(including, but not limited to rights, powers, privileges, benefits, interests,
remedies and claims under Section 6) each such party is hereby recognized as a
third party beneficiary hereunder and may enforce any such right, power,
privilege, benefit, interest, remedy or claim.

         SECTION 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS AGREEMENT
IS BEING DELIVERED IN THE STATE OF NEW YORK.
   20
                                                                              17

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.

                               AMERICA WEST AIRLINES, INC.


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

                               Address:     4000 East Sky Harbor Boulevard
                                            Phoenix, Arizona 85034
                                            Attention: Vice President
                                               - Treasurer
                                            Facsimile:  (602) 693-5886


                               WILMINGTON TRUST COMPANY,
                               not in its individual capacity, except as
                               otherwise provided herein, but solely as
                               Pass Through Trustee


                               By    /s/ W. Chris Sponenberg
                                  ---------------------------------------------
                                     Name:  W. Chris Sponenberg
                                     Title: Assistant Vice President

                               Address:     Rodney Square North
                                            1100 North Market Street
                                            Wilmington, Delaware 19890
                                            Attention:  Corporate Trust
                                                                 Administration
                                            Facsimile:  (302) 651-8882
   21
                                                                              18



                               WILMINGTON TRUST COMPANY,
                               not in its individual capacity, except as
                               otherwise provided herein, but solely as
                               Subordination Agent


                               By    /s/ W. Chris Sponenberg
                                  ---------------------------------------------
                                     Name:  W. Chris Sponenberg
                                     Title: Assistant Vice President

                               Address:     Rodney Square North
                                            1100 North Market Street
                                            Wilmington, Delaware 19890
                                            Attention:  Corporate Trust
                                                                 Administration
                                            Facsimile:  (302) 651-8882


                               WILMINGTON TRUST COMPANY,
                               as Escrow Agent


                               By    /s/ W. Chris Sponenberg
                                  ---------------------------------------------
                                     Name:  W. Chris Sponenberg
                                     Title: Assistant Vice President

                               Address:     Rodney Square North
                                            1100 North Market Street
                                            Wilmington, Delaware 19890
                                            Attention:  Corporate Trust
                                                                 Administration
                                            Facsimile:  (302) 651-8882


                               WILMINGTON TRUST COMPANY,
                               as Paying Agent

                               By    /s/ W. Chris Sponenberg
                                  ---------------------------------------------
                                     Name:  W. Chris Sponenberg
                                     Title: Assistant Vice President

                               Address:     Rodney Square North
                                            1100 North Market Street
                                            Wilmington, Delaware 19890
                                            Attention:  Corporate Trust
                                                                 Administration
                                            Facsimile:  (302) 651-8882
   22
                                                                              19


                                  SCHEDULE I to
                             Note Purchase Agreement

                     AIRCRAFT AND SCHEDULED DELIVERY MONTHS



                                         Expected                     Expected
                                       Registration                Manufacturer's                  Scheduled
        Aircraft Type                     Number                    Serial Number               Delivery Month
       ---------------                 -------------               ---------------            ----------------
                                                                                     
       Airbus A319-132                    N824AW                        1490                       May 2001
       Airbus A319-132                    N825AW                        1527                       July 2001
       Airbus A319-132                    N826AW                        1534                       July 2001
       Airbus A319-132                    N827AW                        1547                       July 2001
       Airbus A319-132                    N828AW                        1552                       July 2001
       Airbus A319-132                    N829AW                        1563                      August 2001
       Airbus A319-132                    N830AW                        1565                      August 2001
       Airbus A319-132                    N831AW                        1576                    September 2001
       Airbus A319-132                    N832AW                        1643                     December 2001
       Airbus A320-232                    N664AW                        1621                     November 2001
       Airbus A320-232                    N665AW                        1644                     December 2001
       Airbus A320-232                    N667AW                         TBD                     February 2002
       Airbus A320-232                    N668AW                         TBD                      April 2002
       Airbus A320-232                    N669AW                         TBD                       May 2002

   23
                                 SCHEDULE II to
                             Note Purchase Agreement

                          PASS THROUGH TRUST AGREEMENTS

Pass Through Trust Agreement dated as of the Issuance Date between the Company
and the Pass Through Trustee in respect of America West Airlines Pass Through
Trust, Series 2001-1G-O.

Pass Through Trust Agreement dated as of the Issuance Date between the Company
and the Pass Through Trustee in respect of America West Airlines Pass Through
Trust, Series 2001-1C-O.

Pass Through Trust Agreement dated as of the Issuance Date between the Company
and the Pass Through Trustee in respect of America West Airlines Pass Through
Trust, Series 2001-1D-O.
   24
                                 SCHEDULE III to
                             Note Purchase Agreement

                               DEPOSIT AGREEMENTS

Deposit Agreement (Class G) dated as of the Issuance Date between the Depositary
and the Escrow Agent.

Deposit Agreement (Class C) dated as of the Issuance Date between the Depositary
and the Escrow Agent.

Deposit Agreement (Class D) dated as of the Issuance Date between the Depositary
and the Escrow Agent.
   25
                                 SCHEDULE IV to
                             Note Purchase Agreement

                       ESCROW AND PAYING AGENT AGREEMENTS

Escrow and Paying Agent Agreement (Class G) dated as of the Issuance Date among
the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and the
Paying Agent.

Escrow and Paying Agent Agreement (Class C) dated as of the Issuance Date among
the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and the
Paying Agent.

Escrow and Paying Agent Agreement (Class D) dated as of the Issuance Date among
the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and the
Paying Agent.
   26
                                  SCHEDULE V to
                             Note Purchase Agreement

                            MANDATORY DOCUMENT TERMS

The terms "Trust Indenture Form", "Lease Form" and "Participation Agreement
Form" shall have the respective meanings specified in Schedule VI to the Note
Purchase Agreement.

1.       May not modify in any material adverse respect the Granting Clause of
         the Trust Indenture Form so as to deprive the Note Holders of a
         security interest in and mortgage lien on the Aircraft, certain rights
         under the Aircraft Purchase Agreement and, in the case of a Leased
         Aircraft Indenture, the Lease or to eliminate any of the "Secured
         Obligations" as defined therein or otherwise modify in any material
         adverse respect as regards the interests of the Note Holders, the
         Subordination Agent, the Liquidity Provider, the Policy Provider or the
         Mortgagee the provisions of Article II or III or in the case of a
         Leased Aircraft Indenture Section 4.02, 4.03, 4.04, 5.02, 5.06,
         9.01(b), 10.04, 10.11 or 10.12 of the Trust Indenture Form or in the
         case of an Owned Aircraft Indenture Article IV, Section 5.01, 5.02,
         6.02, 10.01, 11.04, 11.11 or 11.12 of the Trust Indenture Form.

2.       May not modify in any material adverse respect as regards the interests
         of the Note Holders, the Subordination Agent, the Liquidity Provider,
         the Policy Provider or the Mortgagee the provisions of Section
         3.2.1(e), 3.3(c), 4.7, the final sentence of 7.1.1, 10.3.1(d)(ii),
         13.3, 16, 17.3, 18.3 or 18.6(a) of the Lease Form or otherwise modify
         the terms of the Lease Form so as to deprive the Mortgagee of rights
         expressly granted to the "Mortgagee" therein.

3.       May not modify in any material adverse respect as regards the interests
         of the Note Holders, the Subordination Agent, the Liquidity Provider or
         the Mortgagee the provisions of Section (Owned Aircraft Section
         references shown in '[ ]') 5.1.9[3.1.7], 5.1.10[3.1.8], 5.1.11[3.1.9],
         5.1.12[3.1.10], 7.5[5.3], 12[9], 15.7(a)[11.7(a)] or 15.9[11.9] of the
         Participation Agreement Form or of the provisions of Section
         5.1.2(xxiii)[, 3.1.2(xvi)] or 10.1.1(a)(iv) of the Participation
         Agreement Form so as to eliminate the requirement to deliver to the
         Loan Participant or the Mortgagee, as the case may be, the legal
         opinions to be provided to such Persons thereunder (recognizing that
         the lawyers rendering such opinions may be changed) or of the
         provisions of Section 7.6.11(a)(ii)[5.4.5(a)(ii)] of the Participation
         Agreement Form as regards the rights of the Mortgagee thereunder or of
         the provisions of Section 5.1.16[3.1.14] of the Participation Agreement
         Form so as to deprive the Note Holders of a first priority security
         interest as provided therein in and mortgage lien on the Aircraft and
         the Lease or otherwise modify the terms of the Participation Agreement
         Form to deprive the Trustees, the Subordination Agent, the Liquidity
         Providers or the Mortgagee of any indemnity or right of reimbursement
         in its favor for Expenses or Taxes.

4.       May not modify, in any material adverse respect as regards the
         interests of the Note Holders, the Subordination Agent, the Liquidity
         Providers or the Mortgagee, the definition of "Make Whole Amount" and
         "Break Amount" in Annex A to the Participation Agreement Form.
   27
                                                                               2

         Notwithstanding the foregoing, any such Mandatory Document Term may be
modified to correct or supplement any such provision which may be defective or
to cure any ambiguity or correct any mistake, provided that any such action
shall not materially adversely affect the interests of the Note Holders, the
Subordination Agent, the Liquidity Providers, the Policy Provider, the Mortgagee
or the Certificateholders.
   28
                                 SCHEDULE VI to
                             Note Purchase Agreement

                            MANDATORY ECONOMIC TERMS

Equipment Notes

Obligor:                                   America West Airlines, Inc. or an
                                           Owner Trust

Maximum Principal Amount:                  the maximum principal amount of all
                                           the Equipment Notes issued with
                                           respect to an Aircraft may not exceed
                                           the maximum principal amount of
                                           Equipment Notes indicated for each
                                           such Aircraft as set forth in
                                           "Offering Memorandum Summary --
                                           Equipment Notes and the Aircraft"
                                           under the column "Maximum Principal
                                           Amount of Equipment Notes";

Initial Average Life:                      the average life per aircraft of the
                                           Series G Equipment Notes shall not be
                                           less than 10.0 years nor more than
                                           14.0 years, of the Series C Equipment
                                           Notes shall not be less than 3.0
                                           years nor more than 5.0 years and of
                                           the Series D Equipment Notes shall
                                           not be more than 3.5 years, in each
                                           case from the Issuance Date.
                                           Additionally, in the case of the
                                           Series D Equipment Notes, scheduled
                                           payments of principal to begin on or
                                           after April 2, 2002;

Average Life (in years):                   as of the first Regular Distribution
                                           Date following the delivery of the
                                           last Aircraft to be delivered, the
                                           average life of the Class G
                                           Certificates not to be less than 11.8
                                           years nor more than 12.2 years, of
                                           the Class C Certificates not to be
                                           less than 3.9 years nor more than 4.1
                                           years, and of the Class D
                                           Certificates not to be more than 3.0
                                           years, in each case from the Issuance
                                           Date;

Loan to Aircraft Value:                    the loan to aircraft value ratio with
                                           respect to each Aircraft at the time
                                           of issuance of the related Equipment
                                           Notes and on any Regular Distribution
                                           Date thereafter shall not exceed
                                           53.6% in the case of the Series G
                                           Equipment Notes, 63.0% in the case of
                                           the Series C Equipment Notes and
                                           72.5% in the case of the Series D
                                           Equipment Notes (in each case
                                           computed on the basis of an assumed
                                           value of such Aircraft no greater
                                           than the value for such Aircraft set
                                           forth under "Offering Memorandum
                                           Summary -- Equipment Notes and the
                                           Aircraft" under the column "Appraised
                                           Value" and the depreciation
                                           assumption contained in footnote 1 in
                                           the chart under "Offering Memorandum
                                           Summary -- Loan to Aircraft Value
                                           Ratios")

Final Maturity Date:                       the final maturity date of (a) the
                                           Series G Equipment Notes may not be
                                           extended beyond April 2, 2021, (b)
                                           the Series C Equipment Notes may not
                                           be extended beyond April 2, 2007
   29
                                           and (c) the Series D Equipment Notes
                                           may not be extended beyond October 2,
                                           2005;

Principal Amount:                          At the Delivery Period Termination
                                           Date, the aggregate principal amount
                                           of all Series G Equipment Notes to be
                                           equal to the aggregate face amount of
                                           the Class G Certificates, the
                                           aggregate principal amount of all
                                           Series C Equipment Notes not to
                                           exceed, but may be less than, the
                                           original aggregate face amount of the
                                           Class C Certificates (it being
                                           understood that the Pool Balance (as
                                           defined in the Intercreditor
                                           Agreement) of the Class C
                                           Certificates at such date shall be
                                           reduced to the extent it exceeds the
                                           aggregate principal amount of all
                                           Series C Equipment Notes) and the
                                           aggregate principal amount of all
                                           Series D Equipment Notes not to
                                           exceed, but may be less than, the
                                           original aggregate face amount of the
                                           Class D Certificates (it being
                                           understood that the Pool Balance (as
                                           defined in the Intercreditor
                                           Agreement) of the Class D
                                           Certificates at such date shall be
                                           reduced to the extent it exceeds the
                                           aggregate principal amount of all
                                           Series D Equipment Notes);

Debt Rate:                                 the interest rate applicable to each
                                           Series of Equipment Notes must be
                                           equal to the rate applicable to the
                                           Certificates issued by the
                                           corresponding Pass Through Trust;

Payment Due Rate:                          Debt Rate plus 1% per annum

Payment Dates:                             April 2 and October 2 commencing with
                                           the first such date after the
                                           applicable Equipment Notes are issued

Make-Whole Premiums/Break Amounts:         as provided in Article II of the form
                                           of Trust Indenture marked as Exhibits
                                           A-3 and C-2 of the Note Purchase
                                           Agreement (the "Trust Indenture
                                           Form")

Redemption and Purchase:                   as provided in Article II of the
                                           Trust Indenture Form

All-risk hull insurance:                   Not less than the unpaid principal
                                           amount of the related Equipment Notes
                                           together with six months of accrued
                                           Interest.

Lease Term:                                The Base Lease Term shall expire by
                                           its terms on or after final maturity
                                           date of the related Series G or
                                           Series C Equipment Notes

Lease Payment Dates:                       April 2 and October 2 commencing with
                                           the first such date after the Lease
                                           is entered into, to and including the
                                           last such

                                       2
   30
                                           date in the Term

Minimum Rent:                              Basic Rent due and payable on each
                                           Payment Date shall be at least
                                           sufficient to pay in full, as of such
                                           Payment Date (assuming timely payment
                                           of the related Equipment Notes prior
                                           to such Date), the aggregate
                                           principal amount of scheduled
                                           installments due on the related
                                           Equipment Notes outstanding on such
                                           Payment Date together with accrued
                                           and unpaid interest thereon

Supplemental Rent:                         Sufficient to cover the sums
                                           described in clauses (a) through (d)
                                           of such term as defined in Annex A to
                                           the form of Lease (the "Lease Form")
                                           marked as Exhibit A-2 of the Note
                                           Purchase Agreement

EBO Amount (if any):                       At all times equal to or greater than
                                           the then outstanding principal amount
                                           of the related Equipment Notes
                                           together with accrued interest
                                           thereon

Stipulated Loss Value:                     At all times equal to or greater than
                                           the then outstanding principal amount
                                           of the related Equipment Notes
                                           together with accrued interest
                                           thereon

Termination Value:                         At all times equal to or greater than
                                           the then outstanding principal amount
                                           of the related Equipment Notes
                                           together with accrued interest
                                           thereon

All-risk hull insurance:                   not less than Stipulated Loss Value,
                                           subject to Lessee's right to
                                           self-insure on terms no more
                                           favorable to Lessee in any material
                                           respect than those set forth in Annex
                                           D of the form of Lease marked as
                                           Exhibit A-2.

Minimum Liability Insurance Amount:        as set forth in Schedule 1 to the
                                           form of Lease marked as Exhibit A-2.

Payment Due Rate:                          as set forth in Annex A to the form
                                           of Lease marked as Exhibit A-2.

SLV Rate:                                  as set forth in Schedule 1 to the
                                           form of Lease marked as Exhibit A-2.


Participation Agreement

Mortgagee, Subordination Agent, Liquidity Providers, the Policy Provider, Pass
Through Trustees, and Escrow Agents indemnified against Expenses and Taxes to
the extent set forth in

                                       3
   31
Section 9 of the form of the Participation Agreement (the "Participation
Agreement Form") marked as Exhibits A-1 and C-1 to the Note Purchase Agreement


                                       4
   32
                                 SCHEDULE VII to
                             Note Purchase Agreement

                         AGGREGATE AMORTIZATION SCHEDULE



                                    2001-1G Trust                     2001-1C Trust                      2001-1D Trust
          Date               Scheduled Principal Payment       Scheduled Principal Payment        Scheduled Principal Payment
- ----------------------       ---------------------------       ---------------------------        ---------------------------
                                                                                         
October 2, 2001.......               $1,867,092.00                      $2,595,002.24             $                 0.00
April 2, 2002.........                3,691,735.52                       1,755,144.00                        3,140,00.00
October 2, 2002.......               17,892,441.08                         390,672.40                       4,528,400.00
April 2, 2003.........                2,811,970.50                         131,340.30                       4,800,104.00
October 2, 2003.......                6,450,964.20                       4,386,452.63                       5,088,110.24
April 2, 2004.........                2,811,970.50                       4,957,115.01                       5,393,396.85
October 2, 2004.......                6,450,964.20                       7,062,596.00                       5,717,000.67
April 2, 2005.........                2,811,970.50                       2,064,346.07                       6,060,020.71
October 2, 2005.......                6,450,964.20                      11,404,268.00                      10,272,967.53
April 2, 2006.........                9,262,934.70                      11,404,268.00                               0.00
October 2, 2006.......                        0.00                       4,341,672.00                               0.00
April 2, 2007.........                4,882,887.90                       6,528,123.35                               0.00
October 2, 2007.......                4,380,046.80                               0.00                               0.00
April 2, 2008.........                2,811,970.50                               0.00                               0.00
October 2, 2008.......                7,906,500.60                               0.00                               0.00
April 2, 2009.........                1,356,434.10                               0.00                               0.00
October 2, 2009.......                6,450,964.20                               0.00                               0.00
April 2, 2010.........                9,864,878.10                               0.00                               0.00
October 2, 2010.......               14,045,772.80                               0.00                               0.00
April 2, 2011.........               14,780,412.50                               0.00                               0.00
October 2, 2011.......                2,062,956.80                               0.00                               0.00
April 2, 2012.........                2,062,956.80                               0.00                               0.00
October 2, 2012.......               15,970,553.77                               0.00                               0.00
October 2, 2013.......                4,217,638.06                               0.00                               0.00
April 2, 2014.........                4,769,856.95                               0.00                               0.00
October 2, 2014.......               11,281,926.69                               0.00                               0.00
April 2, 2015.........               11,965,664.00                               0.00                               0.00
October 2, 2015.......               14,045,772.80                               0.00                               0.00
April 2, 2016.........               23,948,480.00                               0.00                               0.00
April 2, 2017.........                9,902,707.20                               0.00                               0.00
October 2, 2017.......               11,965,664.00                               0.00                               0.00
April 2, 2018.........               11,965,664.00                               0.00                               0.00
April 2, 2019.........                9,902,707.20                               0.00                               0.00
October 2, 2019.......               19,950,389.85                               0.00                               0.00
April 2, 2020.........               14,216,144.09                               0.00                               0.00
October 2, 2020.......               16,108,729.60                               0.00                               0.00
April 2, 2021.........               13,822,313.29                               0.00                               0.00



                                       5
   33
                                   ANNEX A to
                             Note Purchase Agreement

                                   DEFINITIONS

"Act" means 49 U.S.C.Sections 40101-46507.

"Adjusted Treasury Yield" means the Treasury Yield plus, in the case of a
distribution to holders of Class G Certificates, 180 basis points, and, in the
case of a distribution to holders of Class C Certificates, 365 basis points.

"Affiliate" means, with respect to any person, any other person directly or
indirectly controlling, controlled by or under common control with such person.
For purposes of this definition, "control" means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such person, whether through the ownership of voting securities or by contract
or otherwise and "controlling," "controlled by" and "under common control with"
have correlative meanings.

"Aircraft" has the meaning set forth in the second recital to the Note Purchase
Agreement.

"Aircraft Purchase Agreement" means the Airbus A319/A320 Purchase Agreement,
dated as of September 12, 1997, between the Company and the Manufacturer
(including all exhibits thereto, together with all letter agreements entered
into that by their terms constitute part of any such Purchase Agreement).

"Aircraft Purchase Agreement Assignment" means an Assignment and Delegation
Agreement substantially in the form of Exhibit A-4 to the Note Purchase
Agreement.

"Assumed Amortization Schedule" means Schedule VII to the Note Purchase
Agreement.

"Average Life Date" means, for any Equipment Note, the date which follows the
time of determination by a period equal to the Remaining Weighted Average Life
of such Equipment Note.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C.Sections 101
et seq.

"Business Day" means any day, other than a Saturday, Sunday or other day on
which commercial banks are authorized or required by law to close in New York,
New York, Phoenix, Arizona, Hartford, Connecticut or Wilmington, Delaware.

"Certificate" has the meaning set forth in the third recital to the Note
Purchase Agreement.

"Certificateholder" means the Person in whose name a Certificate is registered
in the Register.

"Class" means the class of Certificates issued by each Pass Through Trust.

"Class C Certificates" has the meaning specified in the Intercreditor Agreement.

"Class C Trust" has the meaning specified in the Intercreditor Agreement
   34
                                                                               2

"Class D Certificates" has the meaning specified in the Intercreditor Agreement.

"Class D Trust" has the meaning specified in the Intercreditor Agreement

"Class G Certificates" has the meaning specified in the Intercreditor Agreement.

"Class G Trust " has the meaning specified in the Intercreditor Agreement.

"Company" means America West Airlines, Inc., a Delaware corporation.

"Corporate Trust Office" with respect to any Pass Through Trustee or any Loan
Trustee, means the office of such trustee in the city at which at any particular
time its corporate trust business shall be principally administered.

"Cut-off Date" means the earlier of (a) the day after the Delivery Period
Termination Date and (b) the date on which a Triggering Event occurs.

"Delivery Period Termination Date" means the earlier of (a) August 30, 2002, or,
if the Equipment Notes relating to all of the Aircraft (or Substitute Aircraft
in lieu thereof) have not been purchased by the Pass Through Trustees on or
prior to such date due to any reason beyond the control of the Company and not
occasioned by the Company's fault or negligence, November 30, 2002 and (b) the
date on which Equipment Notes issued with respect to all of the Aircraft (or
Substitute Aircraft in lieu thereof) have been purchased by the Pass Through
Trustees in accordance with the Note Purchase Agreement.

"Delivery Date" means the Business Day on which an Aircraft is delivered to and
accepted by the Company or otherwise becomes subject to any Financing Agreement.

"Deposit" has the meaning set forth in the fifth recital to the Note Purchase
Agreement.

"Deposit Agreement" shall mean the initial Deposit Agreements set forth on
Schedule III hereto and, from and after the transfer of the Deposits to a
Replacement Depositary, shall refer to the corresponding Replacement Deposit
Agreements between the Escrow Agent and the Replacement Depositary.

"Deposit Break Amount" means, as of any date of distribution of remaining
Deposits relating to the Class D Trust (the "Applicable Date"), an amount
determined by the Class D Trustee on the date that is two LIBOR Business Days
prior to the Applicable Date pursuant to the formula set forth below.

                  The Deposit Break Amount will be calculated as follows:

                  Deposit Break Amount = Z-Y

                  Where:

         X =    with respect to any applicable interest period, the sum of (i)
                the amount of such remaining Deposits as of the Applicable Date
                plus (ii) interest payable thereon
   35
                                                                               3

                during such entire interest period at then effective Six-Month
                LIBOR.

         Y      = X, discounted to present value from the last day of the then
                applicable interest period to the Applicable Date, using then
                effective Six-Month LIBOR as the discount rate.

         Z      = X, discounted to present value from the last day of the then
                applicable interest period to the Applicable Date, using a rate
                equal to the applicable London interbank offered rate for a
                period commencing on the Applicable Date and ending on the last
                day of the then applicable interest period, determined by the
                Class D Trustee as of two LIBOR Business Days prior to the
                Applicable Date as the discount rate.

No Deposit Break Amount will be payable (x) if the Deposit Break Amount, as
calculated pursuant to the formula set forth above, is equal to or less than
zero or (y) on or in respect of any Applicable Date that is a Regular
Distribution Date.

"Deposit Make-Whole Premium" means, with respect to the distribution of unused
Deposits to holders of the Class G Certificates and the Class C Certificates, as
of any date of determination, an amount equal to the excess, if any, of (a) the
present value of the excess of (i) the scheduled payment of principal and
interest to maturity of the Series G Equipment Notes and Series C Equipment
Notes, assuming the maximum principal amount thereof (as permitted by the
Mandatory Economic Terms) were issued with respect to all of the Aircraft (the
"Maximum Amount") minus any Non-Premium Amount applicable to such Class of
Certificates and, in the case of Class C Certificates only, the Par Redemption
Amount, on each remaining Regular Distribution Date for such Class under the
Assumed Amortization Schedule over (ii) the scheduled payment of principal and
interest to maturity of the Series G Equipment Notes and Series C Equipment
Notes actually acquired by the Pass Through Trustee for such Class on each such
Regular Distribution Date, such present value computed by discounting such
excess on a semiannual basis on each Regular Distribution Date (assuming a
360-day year of twelve 30-day months) using a discount rate equal to the
Adjusted Treasury Yield over (b) the amount of such unused Deposits to be
distributed to the holders of such Certificates minus any Non-Premium Amount
applicable to such Class of Certificates and, in the case of Class C
Certificates only, the Par Redemption Amount (the remainder of such subtraction,
the "Net Deposits") plus accrued and unpaid interest on the Net Deposits to but
excluding such date of determination from and including the preceding Regular
Distribution Date (or if such date of determination precedes the first Regular
Distribution Date, the Issuance Date).

"Depositary" means Citibank, N.A., a national banking association, and, from and
after the transfer of the Deposits to a Replacement Depositary, shall mean such
Replacement Depositary.

"Equipment Notes" means and includes any equipment notes issued under any
Indenture in the form specified in Section 2.01 thereof (as such form may be
varied pursuant to the terms of such Indenture) and any Equipment Note issued
under any Indenture in exchange for or replacement of any other Equipment Note.

"Escrow Agent" has the meaning set forth in the first paragraph of the Note
Purchase Agreement.
   36
                                                                               4

"Escrow and Paying Agent Agreement" has the meaning set forth in the fifth
recital to the Note Purchase Agreement.

"FAA" means the Federal Aviation Administration of the United States.

"Final Withdrawal" with respect to each Escrow and Paying Agent Agreement, has
the meaning set forth in Section 1.02 thereof.

"Financing Agreements" means, collectively, the Lease Financing Agreements and
the Owner Financing Agreements.

"Government Entity" means (a) any federal, state, provincial or similar
government, and any body, board, department, commission, court, tribunal,
authority, agency or other instrumentality of any such government or otherwise
exercising any executive, legislative, judicial, administrative or regulatory
functions of such government or (b) any other government entity having
jurisdiction over any matter contemplated by the Operative Agreements or
relating to the observance or performance of the obligations of any of the
parties to the Operative Agreements.

"H.15(519)" means the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the Federal
Reserve System.

"Indentures" means, collectively, the Leased Aircraft Indentures and the Owned
Aircraft Indentures.

"Initial Purchasers" has the meaning set forth in the fourth recital to the Note
Purchase Agreement.

"Intercreditor Agreement" has the meaning set forth in the ninth recital to the
Note Purchase Agreement.

"Issuance Date" means the date of the original issuance of the Certificates.

"Law" means (a) any constitution, treaty, statute, law, decree, regulation,
order, rule or directive of any Government Entity, and (b) any judicial or
administrative interpretation or application of, or decision under, any of the
foregoing.

"Lease" means a Lease Agreement substantially in the form of Exhibit A-2 to the
Note Purchase Agreement.

"Lease Financing Agreements" means, collectively, the Aircraft Purchase
Agreement Assignment, the Leased Aircraft Participation Agreement, the Lease,
the Leased Aircraft Indenture, the Equipment Notes issued thereunder and the
Trust Agreement relating to the financing of a Leased Aircraft.

"Leased Aircraft" means an Aircraft subject to a Lease.

"Leased Aircraft Indenture" means a Trust Indenture and Mortgage substantially
in the form of Exhibit A-3 to the Note Purchase Agreement.
   37
                                                                              5

"Leased Aircraft Participation Agreement" means a Participation Agreement
substantially in the form of Exhibit A-1 to the Note Purchase Agreement.

"LIBOR Business Day" means any day on which dealings are carried on in the
London interbank market.

"Liquidity Facility" has the meaning set forth in the ninth recital to the Note
Purchase Agreement.

"Liquidity Provider" has the meaning set forth in the tenth recital to the Note
Purchase Agreement.

"Loan Trustee" means the "Mortgagee" as defined in the Financing Agreements.

"Mandatory Document Terms" means the terms set forth on Schedule V to the Note
Purchase Agreement.

"Mandatory Economic Terms" means the terms set forth on Schedule VI to the Note
Purchase Agreement.

"Manufacturer" means Airbus Industrie G.I.E., solely in its capacity as
manufacturer or seller of Aircraft.

"Material Adverse Change" means, with respect to any Person, any event,
condition or circumstance that materially and adversely affects such Person 's
business or consolidated financial condition or its ability to observe or
perform its obligations, liabilities and agreements under the Operative
Agreements.

"Non-Premium Amount" means, with respect to the Class G Certificates and the
Class C Certificates, if any Aircraft has not been delivered by the Manufacturer
on or prior to the Delivery Period Termination Date due to any reason not
occasioned by the Company's fault or negligence and no Substitute Aircraft has
been provided in lieu of such Aircraft, an amount equal to the maximum principal
amount of Equipment Notes with respect to such Aircraft that could have been
issued and acquired by the Pass Through Trust that issued such Class of
Certificates in accordance with the Mandatory Economic Terms. "Note Holder"
means at any time each registered holder of one or more Equipment Notes.

"Note Purchase Agreement" means the Note Purchase Agreement to which this Annex
A is attached.

"Notice of Purchase Withdrawal" with respect to each Deposit Agreement, has the
meaning set forth in Section 2.3 thereof.

"Operative Agreements" means, collectively, the Pass Through Trust Agreements,
the Escrow and Paying Agent Agreements, the Deposit Agreements, the Liquidity
Facilities, the Policy Provider Agreement, the Policy, the Intercreditor
Agreement, the Registration Rights Agreement, the Trust Agreements, the
Equipment Notes, the Certificates and the Financing Agreements.
   38
                                                                               6

"Owned Aircraft Indenture" means a Trust Indenture and Mortgage substantially in
the form of Exhibit C-2 to the Note Purchase Agreement.

"Owned Aircraft Participation Agreement" means a Participation Agreement
substantially in the form of Exhibit C-1 to the Note Purchase Agreement.

"Owner Financing Agreements" means, collectively, the Owned Aircraft
Participation Agreement, the Owned Aircraft Indenture and the Equipment Notes
issued thereunder.

"Owner Participant" means, with respect to any Leased Aircraft, the Person named
as the Owner Participant in the Participation Agreement with respect to such
Leased Aircraft.

"Owner Trust" means with respect to any Leased Aircraft, the trust created by
the "Trust Agreement" referred to in the Leased Aircraft Indenture related
thereto.

"Owner Trustee" means with respect to any Leased Aircraft, the "Owner Trustee"
party to the "Trust Agreement" referred to in the Leased Aircraft Indenture
related thereto.

"Par Redemption Amount" means $10 million.

"Participation Agreements" means, collectively, the Leased Aircraft
Participation Agreements and the Owned Aircraft Participation Agreements.

"Pass Through Trust" has the meaning set forth in the third recital to the Note
Purchase Agreement.

"Pass Through Trust Agreement" has the meaning set forth in the third recital to
the Note Purchase Agreement.

"Pass Through Trustee" has the meaning set forth in the first paragraph of the
Note Purchase Agreement.

"Paying Agent" has the meaning set forth in the first paragraph of the Note
Purchase Agreement.

"Person" means any individual, firm, partnership, joint venture, trust, trustee,
Government Entity, organization, association, corporation, limited liability
company, government agency, committee, department, authority and other body,
corporate or incorporate, whether having distinct legal status or not, or any
member of any of the same.

"Policy " has the meaning set forth in the tenth recital to the Note Purchase
Agreement.

"Policy Obligations" has the meaning specified in the Intercreditor Agreement.

"Policy Provider" has the meaning set forth in the tenth recital to the Note
Purchase Agreement.

"Policy Provider Agreement" has the meaning set forth in the tenth recital to
the Note Purchase Agreement.
   39
                                                                               7

"Qualified Owner Participant" means any bank, trust company, insurance company,
financial institution, limited liability company, partnership or corporation, in
each case with a combined capital and surplus or net worth of at least
$50,000,000.

"Rating Agencies" means, collectively, at any time, each nationally recognized
rating agency which shall have been requested to rate the Certificates and which
shall then be rating the Certificates. The initial Rating Agencies will be
Moody's Investors Service, Inc. and Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies Inc.

"Rating Agency Confirmation" means, with respect to any action proposed to be
taken, a written confirmation from each of the Rating Agencies that such action
would not result in (i) a reduction of the rating for any Class of Certificates
below the then current rating for such Class of Certificates (without regard to
the Policy) or (ii) a withdrawal or suspension of the rating of any Class of
Certificates.

"Register" means the register maintained pursuant to Sections 3.04 and 7.12 of
each Pass Through Trust Agreement.

"Registration Rights Agreement" means the Exchange and Registration Rights
Agreement dated as of the Issuance Date, among the Initial Purchasers, the Pass
Through Trustees and the Company, as amended, supplemented or otherwise modified
from time to time in accordance with its terms.

"Regular Distribution Dates" shall mean April 2 and October 2 of each year,
commencing October 2, 2001.

"Remaining Weighted Average Life" means, on a given date with respect to any
Equipment Note, the number of days equal to the quotient obtained by dividing
(a) the sum of each of the products obtained by multiplying (i) the amount of
each then remaining scheduled payment of principal of such Equipment Note by
(ii) the number of days from and including such determination date to but
excluding the date on which such payment of principal is scheduled to be made,
by (b) the then outstanding principal amount of such Equipment Note.

"Replacement Depositary" has the meaning set forth in Section 4(a)(vii) of the
Note Purchase Agreement.

"Replacement Deposit Agreement" means, for each Class of Certificates, a deposit
agreement substantially in the form of the replaced Deposit Agreement for such
Class of Certificates as shall permit the Rating Agencies to confirm in writing
their respective ratings then in effect for such Class of Certificates (before
the downgrading of such ratings, if any, as a result of the downgrading of the
Depositary and without regard to the Policy).

"Scheduled Delivery Date" has the meaning set forth in Section 1(b) hereof.

"Section 1110" means 11 U.S.C. Section 1110 of the Bankruptcy Code or any
successor or analogous Section of the federal bankruptcy Law in effect from time
to time.
   40
                                                                               8

"Series C Equipment Notes" means Equipment Notes issued under an Indenture and
designated as "Series C" thereunder.

"Series D Equipment Notes" means Equipment Notes issued under an Indenture and
designated as "Series D" thereunder.

"Series G Equipment Notes" means Equipment Notes issued under an Indenture and
designated as "Series G" thereunder.

"Subordination Agent" has the meaning set forth in the first paragraph of the
Note Purchase Agreement.

"Substitute Aircraft" has the meaning set forth in Section 1(f) of the Note
Purchase Agreement.

"Taxes" means all license, recording, documentary, registration and other
similar fees and all taxes, levies, imposts, duties, charges, assessments or
withholdings of any nature whatsoever imposed by any Taxing Authority, together
with any penalties, additions to tax, fines or interest thereon or additions
thereto.

"Taxing Authority" means any federal, state or local government or other taxing
authority in the United States, any foreign government or any political
subdivision or taxing authority thereof, any international taxing authority or
any territory or possession of the United States or any taxing authority
thereof.

"Treasury Yield" means, as of any date of determination, with respect to any
Equipment Note (utilizing the Assumed Amortization Schedule applicable thereto),
the interest rate (expressed as a decimal and, in the case of United States
Treasury bills, converted to a bond equivalent yield) determined to be the per
annum rate equal to the semi-annual yield to maturity for United States Treasury
securities maturing on the Average Life Date (of such Equipment Note) and
trading in the public securities markets either as determined by interpolation
between the most recent weekly average yield to maturity for two series of
United States Treasury securities, trading in the public securities markets, (A)
one maturing as close as possible to, but earlier than, the Average Life Date
(of such Equipment Note) and (B) the other maturing as close as possible to, but
later than, the Average Life Date (of such Equipment Note), in each case as
published in the most recent H.15(519) or, if a weekly average yield to maturity
for United States Treasury securities maturing on the Average Life Date (of such
Equipment Note) is reported on the most recent H.15(519), such weekly average
yield to maturity as published in such H.15(519).

"Triggering Event" has the meaning assigned to such term in the Intercreditor
Agreement.

"Trust Agreement" means a Trust Agreement substantially in the form of Exhibit
A-5 to the Note Purchase Agreement.

"Unindemnified Taxes" has the meaning assigned to such term in the Intercreditor
Agreement.

"WTC" has the meaning set forth in the first paragraph of the Note Purchase
Agreement.
   41
                                 EXHIBIT A-1 to
                             Note Purchase Agreement

                 FORM OF LEASED AIRCRAFT PARTICIPATION AGREEMENT
   42
                                 EXHIBIT A-2 to
                             Note Purchase Agreement

                                  FORM OF LEASE
   43
                                 EXHIBIT A-3 to
                             Note Purchase Agreement

                        FORM OF LEASED AIRCRAFT INDENTURE
   44
                                 EXHIBIT A-4 to
                             Note Purchase Agreement

                 FORM OF AIRCRAFT PURCHASE AGREEMENT ASSIGNMENT
   45
                                 EXHIBIT A-5 to
                             Note Purchase Agreement

                     FORM OF LEASED AIRCRAFT TRUST AGREEMENT
   46
                                  EXHIBIT B to
                             Note Purchase Agreement

                             FORM OF DELIVERY NOTICE

                         Dated as of __________ __, ____

To each of the addressees listed

         in Schedule A hereto

         Re:      Delivery Notice in accordance with Note Purchase Agreement
                  referred to below

Gentlemen:

         Reference is made to the Note Purchase Agreement dated as of
[________], 2001 among America West Airlines, Inc. (the "Company"), Wilmington
Trust Company, as Pass Through Trustee under each of the Pass Through Trust
Agreements (as defined therein) (the "Pass Through Trustee"), Wilmington Trust
Company, as Subordination Agent (the "Subordination Agent"), Wilmington Trust
Company, as Escrow Agent (the "Escrow Agent") and Wilmington Trust Company, as
Paying Agent (the "Paying Agent") (as in effect from time to time, the "Note
Purchase Agreement"). Unless otherwise defined herein, capitalized terms used
herein shall have the meanings set forth in the Note Purchase Agreement or, to
the extent not defined therein, the Intercreditor Agreement.

         Pursuant to Section 1(b) of the Note Purchase Agreement, the
undersigned hereby notifies you, in respect of the Airbus ___ aircraft with
manufacturer's serial number _______ (the "Aircraft"), of the following:

(1)      The Company has elected to treat the Aircraft as [a Leased](1)/[an
         Owned](2) Aircraft;

(2)      The Scheduled Delivery Date of the Aircraft is __________ __, ____; and

(3)      The aggregate amount of each series of Equipment Notes to be issued,
         and purchased by the respective Pass Through Trustees, on the Scheduled
         Delivery Date, in connection with the financing of such Aircraft is as
         follows:

         (a)      the Class G Trustee shall purchase Series G Equipment Notes in
                  the amount of $__________;

         (b)      the Class C Trustee shall purchase Series C Equipment Notes in
                  the amount of $__________; and

- --------------
1        To be inserted in the case of a Leased Aircraft.

2        To be inserted in the case of an Owned Aircraft.
   47
                                                                               2

         (c)      the Class D Trustee shall purchase Series D Equipment Notes in
                  the amount of $_______.

         The Company hereby instructs the Class G Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated _____ __, ____ [a
date which is no later than one Business Day prior to the Scheduled Delivery
Date] and attach thereto a Notice of Purchase Withdrawal dated such date
completed as set forth on Exhibit A hereto and (ii) deliver such Withdrawal
Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.

         The Company hereby instructs the Class C Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated _____ __, ____ [a
date which is no later than one Business Day prior to the Scheduled Delivery
Date] and attach thereto a Notice of Purchase Withdrawal dated such date
completed as set forth on Exhibit B hereto and (ii) deliver such Withdrawal
Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.

         The Company hereby instructs the Class D Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated _____ __, ____ [a
date which is no later than one Business Day prior to the Scheduled Delivery
Date] and attach thereto a Notice of Purchase Withdrawal dated such date
completed as set forth on Exhibit C hereto and (ii) deliver such Withdrawal
Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.

         The Company hereby instructs each Pass Through Trustee to (i) purchase
Equipment Notes of a series and in an amount set forth opposite such Pass
Through Trustee in clause (3) above with a portion of the proceeds of the
withdrawals of Deposits referred to in the applicable Notice of Purchase
Withdrawal referred to above and (ii) re-deposit with the Depositary the excess,
if any, of the amount so withdrawn over the purchase price of such Equipment
Notes.

         The Company hereby instructs each Pass Through Trustee to (a) enter
into the Participation Agreement dated as of _____ __, ____ among the Company,
as [Lessee](3)/[Owner](4), the Subordination Agent, the Pass Through Trustee,
___________________, as Mortgagee [and Loan Participant, _____________________,
as Owner Trustee and _________, as Owner Participant](5), (b) perform its
obligations thereunder and (c) deliver such certificates, documents and legal
opinions relating to such Pass Through Trustee as required thereby.

         [The Company hereby certifies that the Owner Participant with respect
to the Aircraft is (a) not an Affiliate of the Company and (b) a [Qualified
Owner Participant/person whose

- -----------

3        To be inserted in the case of a Leased Aircraft.

4        To be inserted in the case of an Owned Aircraft.

5        To be inserted in the case of a Leased Aircraft.
   48
                                                                               3

obligations under the Owner Participant Agreements (as defined in the
Participation Agreement) are guaranteed by a Qualified Owner Participant].](6)

Yours faithfully,

America West Airlines, Inc.

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

- -----------

6        To be inserted in the case of a Leased Aircraft.
   49
                                   SCHEDULE A



Wilmington Trust Company, as
   Pass Through Trustee, Subordination
   Agent, Escrow Agent and Paying Agent
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust
           Administration
Facsimile: (302) 651-8882

Standard & Poor's Ratings Services
55 Water Street, 35th Floor
New York, New York  10041
Attention:  Betsy R. Snyder
Facsimile:  (212) 438-7811

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007
Attention:  Richard Bittenbender
Facsimile:  (212) 553-4661
   50
                                                                         ANNEX A

                             WITHDRAWAL CERTIFICATE

                                  (Class __)(7)

                            WILMINGTON TRUST COMPANY,
                                 as Escrow Agent

Dear Sirs:

                  Reference is made to the Escrow and Paying Agent Agreement,
dated as of [________], 2001 (the "Agreement"). We hereby certify to you that
the conditions to the obligations of the undersigned to execute a Participation
Agreement pursuant to the Note Purchase Agreement have been satisfied. Pursuant
to Section 1.02(c) of the Agreement, please execute the attached Notice of
Withdrawal and immediately transmit by facsimile to the Depositary, at (212)
657-3866, Attention: Global Agency & Trust.

                                    Very truly yours,

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity by solely as Pass
                                    Through Trustee



                                    By:______________________________________
                                          Name:
                                          Title:

Dated: _______ __, 200_


- --------------------------

7        Insert letter of appropriate class of Certificates.
   51
                                                                       EXHIBIT A

                          NOTICE OF PURCHASE WITHDRAWAL



Citibank, N.A.
111 Wall Street
14th floor, Zone 3
New York, NY 10005
Attention:  Global Agency & Trust
Telecopier:  213-657-3866


Gentlemen:

         Reference is made to the Deposit Agreement (Class G) dated as of
[______], 2001 (the "Deposit Agreement") between Wilmington Trust Company, as
Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the Deposit,
$_______, Account No. ____________.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to [________________, Account No. _____, Reference: _________] on
_________ __, 200_, upon the telephonic request of a representative of
Wilmington Trust Company, the Pass Through Trustee.


                                         WILMINGTON TRUST COMPANY,
                                         as Escrow Agent



                                         By: __________________________________
                                               Name:
                                               Title:



Dated: _______ __, 200_
   52
                                                                       EXHIBIT B

                          NOTICE OF PURCHASE WITHDRAWAL



Citibank, N.A.
111 Wall Street
14th floor, Zone 3
New York, New York  10005
Attention:  Global Agency & Trust
Telecopier:  213-657-3866


Gentlemen:

         Reference is made to the Deposit Agreement (Class C) dated as of
[______], 2001 (the "Deposit Agreement") between Wilmington Trust Company, as
Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the Deposit,
$_______, Account No. ____________.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to [________________, Account No. _____, Reference: _________] on
_________ __, 200_, upon the telephonic request of a representative of the
Wilmington Trust Company, Pass Through Trustee.

                                             WILMINGTON TRUST COMPANY,
                                             as Escrow Agent



                                             By:_______________________________
                                                   Name:
                                                   Title:

Dated: _______ __, 200_
   53
                                                                       EXHIBIT C


                          NOTICE OF PURCHASE WITHDRAWAL


Citibank, N.A.
111 Wall Street
14th floor, Zone 3
New York, New York  10005
Attention:  Global Agency & Trust
Telecopier:  213-657-3866

Gentlemen:

         Reference is made to the Deposit Agreement (Class D) dated as of
[_______], 2001 (the "Deposit Agreement") between Wilmington Trust Company, as
Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary").

         In accordance with Section 1.5(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the Deposit,
$_______, Account No. ____________.

         The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to [________________, Account No. _____, Reference: _________] on
_________ __, 200_, upon the telephonic request of a representative of the
Wilmington Trust Company, Pass Through Trustee.

                                          WILMINGTON TRUST COMPANY,
                                          as Escrow Agent



                                          By:__________________________________
                                                Name:
                                                Title:

Dated: _______ __, 200_
   54
                                 EXHIBIT C-1 to
                             Note Purchase Agreement

                 FORM OF OWNED AIRCRAFT PARTICIPATION AGREEMENT
   55
                                 EXHIBIT C-2 to
                             Note Purchase Agreement

                        FORM OF OWNED AIRCRAFT INDENTURE
   56
                                  EXHIBIT D to
                             Note Purchase Agreement

             ADDITIONAL SUBORDINATION PROVISION FOR THE RE-ISSUANCE
                         OF THE SERIES D EQUIPMENT NOTES

                  Subordination.

                  (a)      As between the Note Holders, this Trust Indenture
                           shall be a subordination agreement for purposes of
                           Section 510 of the United States Bankruptcy Code, as
                           amended, from time to time.

                  (b)      If any Note Holder receives any payment in respect of
                           any obligations owing hereunder, which is
                           subsequently invalidated, declared preferential, set
                           aside and/or required to be repaid to a trustee,
                           receiver or other party, then, to the extent of such
                           payment, such obligations intended to be satisfied
                           shall be revived and continue in full force and
                           effect as if such payment had not been received.

                  (c)      Each of the Note Holders may take any of the
                           following actions without impairing its rights under
                           this Trust Indenture:

                           (i)      obtain a Lien on any property to secure any
                                    amounts owing to it hereunder,

                           (ii)     obtain the primary or secondary obligation
                                    of any other obligor with respect to any
                                    amounts owing to it hereunder,

                           (iii)    renew, extend, increase, alter or exchange
                                    any amounts owing to it hereunder, or
                                    release or compromise any obligation of any
                                    obligor with respect thereto,

                           (iv)     refrain from exercising any right or remedy,
                                    or delay in exercising such right or remedy,
                                    which it may have, or

                           (v)      take any other action which might discharge
                                    a subordinated party or a surety under
                                    applicable law;

                  provided, however, that the taking of any such actions by any
                  of the Note Holders shall not prejudice the rights or
                  adversely affect the obligations of any other party under this
                  Trust Indenture.

EX-5.1

   1
                                  EXHIBIT 5.1
               [Letterhead of Vedder, Price, Kaufman & Kammholz]

September 13, 2001



America West Airlines, Inc.
4000 E. Sky Harbor
Phoenix, Arizona 85034

RE:      AMERICA WEST AIRLINES, INC. PASS THROUGH CERTIFICATES, SERIES 2001-1
         EETC

Ladies and Gentlemen:

        We have acted as your special New York counsel in connection with the
above referenced matter. You have asked us to provide you with an opinion in
connection with the filing of a registration statement on Form S-4 (the
"Registration Statement") with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), in respect of
the registration under the Securities Act of the Pass Through Certificates,
Series 2001-1G (the "New Class G Certificates"), the Pass Through Certificates,
2001-1C (the "New Class C Certificates") and the Pass Through Certificates,
Series 2001-1D (the "New Class D Certificates" and, together with the New Class
G Certificates and the New Class C Certificates, the "New Certificates"), to be
offered in exchange for all outstanding Pass Through Certificates, Series
2001-1G, Series 2001-1G and Series 2001-1D (collectively, the "Old
Certificates"). Each of the New Class G Certificates, the New Class C
Certificates and the New Class D Certificates represents or will represent a
fractional undivided interest in the following corresponding pass through
trusts: the America West Airlines Pass Through Trust, Series 2001-1G, the
America West Airlines Pass Through Trust, Series 2001-1C and the America West
Airlines Pass Through Trust, Series 2001-1D (collectively, the "Trusts"). The
Trusts were formed pursuant to three separate pass through trust agreements,
each dated as of May 17, 2001 (collectively, the "Pass Through Trust
Agreements"), between America West Airlines, Inc. ("America West" or the
"Company") and Wilmington Trust Company, as pass through trustee under each
Trust (the "Trustee"). In its individual capacity, Wilmington Trust Company is
herein referred to as "Wilmington Trust".

        In connection with this opinion letter, we have examined the
Registration Statement, including the prospectus that forms a part of the
Registration Statement (the "Prospectus"). We have also examined executed
counterparts, forms or copies otherwise identified to our satisfaction of the
following documents: the Pass Through Trust Agreements, the Exchange and
Registration Rights Agreement, dated May 17, 2001 (the "Registration Rights
Agreement"), and the forms of Old Certificates and New Certificates, each filed
as an exhibit to the Registration Statement (collectively, the "Documents"). We
have also examined and relied on originals or copies of such other documents,
corporate records, certificates and other statements of governmental officials
and corporate officers and other representatives of the corporations or entities
referred to herein and such other instruments as we have deemed necessary or
appropriate for the purposes of this opinion. We have assumed that (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective, (ii) the Pass
   2
America West Airlines, Inc.
September 13, 2001
Page 2


Through Trust Agreements have been qualified under the Trust Indenture Act of
1939, as amended (the "1939 Act") and (iii) all Pass Through Certificates issued
have been issued and sold in compliance with applicable federal and state
securities and blue sky laws and solely in the manner stated in the Registration
Statement. Moreover, as to certain facts material to the opinions expressed
herein, we have relied upon the representations and warranties contained in the
Documents.

        Based on the foregoing and upon an examination of such questions of law
as we have considered necessary or appropriate, and subject to the assumptions,
exceptions and qualifications set forth herein, we advise you that, in our
opinion, when issued in exchange for the Old Certificates pursuant to the
Registration Rights Agreement and authenticated pursuant to the Pass Through
Trust Agreements, the New Certificates will be legally and validly issued and
entitled to the benefits of the Pass Through Trust Agreements.

        The foregoing opinion is subject to the following assumptions,
exceptions and qualifications:

        A. To the extent that our opinions expressed herein involve conclusions
as to the matters set forth in the opinions dated the date hereof of Morris,
James, Hitchens & Williams LLP, or Linda Mitchell, Esq. being delivered on the
date hereof, we have assumed, without independent investigation, the correctness
of the matters set forth in such opinions.

        B. We have assumed the due authorization, execution and delivery of the
Documents by each of the parties thereto and, that each of such parties has the
power and authority to execute, deliver and perform each Document, that such
execution, delivery and performance by such party is not ultra vires, that each
such party has obtained or made all necessary consents, approvals, filings and
registrations in connection therewith, that such execution, delivery and
performance does not violate its charter, by-laws or similar instrument and that
Wilmington Trust Company, in its individual capacity and as Pass Through Trustee
under each Trust, as Subordination Agent, as Escrow Agent and as Paying Agent is
duly organized, validly existing and in good standing in its jurisdiction of
organization and qualified to transact business in each other jurisdiction where
such qualification is required.

        C. We have assumed the due authorization, execution and issuance of the
New Certificates by the Trustee and the due authentication thereof by the
Trustee and the delivery thereof against payment therefor, all in accordance
with each of the related Pass Through Trust
   3
America West Airlines, Inc.
September 13, 2001
Page 3


Agreements, and that the New Certificates conform to the forms thereof examined
by us.

        D. We have assumed that all signatures on documents examined by us are
genuine, that all persons signing such documents have legal capacity, that all
documents submitted to us as originals are authentic and that all documents
submitted to us as copies or specimens conform with the originals, which facts
we have not independently verified.

        E. The opinions expressed herein are given as of the date hereof. We
assume no obligation to advise you of any facts or circumstance that may come to
our attention, or any changes in law that may occur after the date hereof, which
may affect the opinion expressed herein.

        F. The opinions set forth above are limited to the laws of the State of
New York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware, except that we express no opinion with
respect to (i) the laws, regulations or ordinances of any county, town or
municipality or governmental subdivision or agency thereof, (ii) state
securities or blue sky laws of federal securities laws, including the Securities
Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act,
(iii) any federal or state tax, antitrust or fraudulent transfer or conveyance
laws, (iv) ERISA, as amended, or (v) the Aviation Act, or any other laws, rules
or regulations governing, regulating or relating to the acquisition, ownership,
registration, use or sale of an aircraft, airframe or aircraft engine or to the
particular nature of the equipment to be acquired.
   4
America West Airlines, Inc.
September 13, 2001
Page 4


        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Vedder, Price, Kaufman & Kammholz
under the heading "Legal Matters" in the Prospectus included in the Registration
Statement. In giving such consent, we do not thereby admit that we are "experts"
within the meaning of the Securities Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this exhibit.

                                           Very truly yours,

                                           /s/ Vedder, Price, Kaufman & Kammholz

                                           Vedder, Price, Kaufman & Kammholz

EX-5.2

   1
                                  EXHIBIT 5.2

             [Letterhead of Morris, James, Hitchens & Williams LLP]

                                     September 13, 2001

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


Vedder, Price, Kaufman & Kammholz
805 Third Avenue
New York, NY  10022-2203

RE:      AMERICA WEST AIRLINES, INC. PASS THROUGH CERTIFICATES, SERIES 2001-1
         EETC

Ladies and Gentlemen:

        We have been asked to provide you with an opinion in connection with the
filing of a registration statement on Form S-4 (the "Registration Statement")
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), in respect of the registration under
the Securities Act of the Pass Through Certificates, Series 2001-1G (the "New
Class G Certificates"), the Pass Through Certificates, Series 2001-1C (the "New
Class C Certificates") and the Pass Through Certificates, Series 2001-1D (the
"New Class D Certificates" and together with the New Class G Certificates and
the New Class C Certificates, the "New Certificates") to be offered in exchange
for all outstanding Pass Through Certificates, Series 2001-1G, Series 2001-1C
and Series 2001-1D (collectively, the "Old Certificates"). Each of the New Class
G Certificates, the New Class C Certificates and the New Class D Certificates
represents or will represent a fractional undivided interest in or of the
following corresponding pass through trusts: the America West Airlines Pass
Through Trust, Series 2001-1G, the America West Airlines Pass Through Trust,
Series 2001-1C and the America West Airlines Pass Through Trust, Series 2001-1D
(collectively, the "Trusts"). The Trusts were formed pursuant to three separate
pass through trust agreements, each dated as of May 17, 2001 (collectively, the
"Pass Through Trust Agreements"), between America West Airlines, Inc. ("America
West" or the "Company") and Wilmington Trust Company, as pass through trustee
under each Trust (the "Trustee"). In its individual capacity, Wilmington Trust
Company is herein referred to as "Wilmington Trust".

        In connection with this opinion letter, we have examined the
Registration Statement, including the prospectus (the "Prospectus") that forms a
part of the Registration Statement. We have also examined executed counterparts,
forms or copies otherwise identified to our satisfaction of the following
documents: the Pass Through Trust Agreements, the Exchange and Registration
Rights Agreement, dated May 17, 2001 (the "Registration Rights Agreement") and
the forms of Old
   2
America West Airlines, Inc.
September 13, 2001
Page 2

Certificates and New Certificates, each filed as an exhibit to the Registration
Statement (collectively, the "Documents"). We have also examined and relied on
originals or copies of such other documents, corporate records, certificates and
other statements of governmental officials and corporate officers and other
representatives of the corporations or entities referred to herein and such
other instruments as we have deemed necessary or appropriate for the purposes of
this opinion. Moreover, as to certain facts material to the opinions expressed
herein, we have relied upon the representations and warranties contained in the
Documents.

        Based on the foregoing and upon an examination of such questions of law
as we have considered necessary or appropriate, and subject to the assumptions,
exceptions and qualifications set forth herein, we advise you that, in our
opinion:

         1. The Documents to which each is a party have been duly authorized,
executed and delivered by Wilmington Trust Company or the Trustee and Wilmington
Trust Company or the Trustee has the full power, authority and legal right to
execute, deliver and perform each Document to which each is a party.

         2. When issued in exchange for the Old Certificates pursuant to the
Registration Rights Agreement and authenticated pursuant to the Pass Through
Trust Agreements, the New Certificates will be legal, valid and binding
obligations of the Trusts, enforceable against the Trusts in accordance with
their terms and the terms of the Pass Through Trust Agreements.


        The foregoing opinion is subject to the following assumptions,
exceptions and qualifications:

        A. The foregoing opinion is limited to the laws of the State of Delaware
and the federal laws of the United States of America governing the banking and
trust powers of Wilmington Trust. We are assuming compliance with all of the
following: (i) federal securities laws, including without limitation the
Securities Act, the Securities Exchange Act of 1934, as amended, the Investment
Company Act of 1940, as amended, and the Trust Indenture Act of 1939, as
amended, (ii) Part A of Subtitle VII of Title 49 of the United States Code, as
amended, (iii) the Federal Communications Act of 1934, as amended, (iv) state
securities or blue sky laws, or (v) laws, rules and regulations applicable for
the particular nature of the equipment acquired by the Company. Insofar as the
foregoing opinions relate to the validity and enforceability of the Documents
which are expressed to be governed by the laws of any state other than the State
of Delaware, we have assumed that each such document is legal, valid, binding
and enforceable in accordance with its terms under such laws (as to which we
express no opinion).
   3
America West Airlines, Inc.
September 13, 2001
Page 3

        B. The foregoing opinion regarding enforceability of any document are
subject to (i) applicable bankruptcy, insolvency, moratorium, reorganization,
fraudulent conveyance, receivership and similar laws relating to or affecting
the rights and remedies of creditors generally, and (ii) general principles of
equity (regardless of whether such enforceability is considered and applied in a
proceeding in equity or at law).

        C. We have assumed the due authorization, execution and delivery by each
of the parties thereto (other than Wilmington Trust in its individual capacity,
or as Trustee, as the case may be) of the Documents to which each is a party and
that each of such parties has the full power, authority and legal right to
execute, deliver and perform each such document.

        D. We have assumed that all signatures (other than those of Wilmington
Trust in its individual capacity, or as Trustee, as the case may be) on
documents and instruments examined by us are genuine, that all documents and
instruments submitted to us as originals are authentic, and that all documents
and instruments submitted to us as copies or specimens conform with the
originals, which facts we have not independently verified.

         E. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.

        This opinion may be relied upon by you in connection with the matters
set forth herein. Without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other person or entity for any
purpose. Notwithstanding the foregoing, we hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to this
Morris, James, Hitchens & Williams under the heading "Legal Matters" in the
Prospectus. In giving such consent, we do not thereby admit that we are
"experts" within the meaning of the Securities Act or the rules and regulations
of the Securities and Exchange Commission issued thereunder with respect to any
part of the Registration Statement, including this exhibit.


                                      Very truly yours,

                                      /s/ Morris, James, Hitchens & Williams LLP

EX-5.3

   1

                                  EXHIBIT 5.3

                              AMERICA WEST AIRLINES
                                   LETTERHEAD



                               September 13, 2001


Vedder, Price, Kaufman & Kammholz
805 Third Avenue
New York, NY  10022-2203

       Re:   America West 2001-1 EETC Offering

Ladies and Gentlemen:

      I am the Vice President and General Counsel of America West Airlines,
Inc., a Delaware corporation (the "Company"), and have acted in such capacity in
connection with the transactions described in the Purchase Agreement dated as of
May 17, 2001, among certain initial purchasers identified therein and the
Company (the "Purchase Agreement"). All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings given those terms in
the Purchase Agreement. This opinion letter is being furnished to you in
connection with your rendering of an opinion to be filed as an exhibit to the
registration statement on Form S-4 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission to register Pass Through
Certificates, Series 2001-1G, Series 2001-1C and Series 2001-1D (the "New
Certificates") in exchange for all outstanding Pass Through Certificates, Series
2001-1G, Series 2001-1C and Series 2001-1D (the "Old Certificates").

      In rendering the opinions set forth herein, I have examined such
agreements, certificates, instruments, documents and records as I deemed
necessary to express such opinions. I have relied, to the extent that I deem
such reliance proper, upon certificates of officers of the Company and of
government officials as to matters of fact not independently established by me.

       For purposes of this opinion, I have assumed (i) the genuineness of all
 signatures appearing on the documents examined by me, (ii) the authenticity of
 all documents submitted to me as originals, (iii) the conformity with the
 original documents of all documents submitted to me as copies and (iv) the due
 authorization, execution and delivery of the Pass Through Trust Agreements, the
 Exchange and Registration Rights Agreement and the forms of Old Certificates
 and New Certificates (each filed as an exhibit to the Registration Statement)
 (collectively, the "Documents") by each of the parties hereto other than the
 Company. The opinion is limited in all respects to the laws of the General
 Corporation Law of the State of Delaware and federal law of the United States
 of America.

       Based on the foregoing and subject to the qualifications and limitations
set forth below, I am of the opinion that the Documents have been duly
authorized, executed and delivered by the Company and the Company has the full
power, authority and legal right to execute, deliver and perform each Document.
   2

America West 2001-1 EETC Offering
September 13, 2001
Page 2


       This opinion is for the benefit of and may be relied upon, in connection
 with the transactions contemplated by the Purchase Agreement, by Vedder, Price,
 Kaufman & Kammholz, its successors and assigns and its counsel. Otherwise, this
 opinion may not be used, published, circulated or relied upon by any other
 person for any purpose without my prior written consent. Notwithstanding the
 foregoing, I hereby consent to the filing of this opinion as an exhibit to the
 Registration Statement and to the reference to the Company under the Heading
 "Legal Matters" in the Prospectus included in the Registration Statement. In
 giving such consent, I do not thereby admit that I am an "expert" within the
 meaning of the Securities Act or the rules and regulations of the Securities
 and Exchange Commission issued thereunder with respect to any part of the
 Registration Statement, including this exhibit.

                                             Very truly yours,

                                             /s/ Linda M. Mitchell
                                             Linda M. Mitchell
                                             Vice President and General Counsel

EX-12.1

   1
                                  EXHIBIT 12.1

                           AMERICA WEST AIRLINES, INC.

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
            (IN THOUSANDS EXCEPT RATIO OF EARNINGS TO FIXED CHARGES)




                                         SIX MONTHS ENDED
                                             JUNE 30,                              YEAR ENDED DECEMBER 31,
                                      ----------------------     ------------------------------------------------------------
                                        2001          2000         2000         1999         1998         1997         1996
                                        ----          ----         ----         ----         ----         ----         ----
                                                                                                
Computation of earnings:
Income (loss) before income taxes
   and extraordinary item ..........  $(82,952)     $ 76,284     $ 15,141     $200,974     $184,557     $140,673     $ 34,493

Add:
Interest expense including
   amortization of debt expense ....    14,158        11,755       23,874       30,486       34,924       39,620       49,678
Interest portion of rent expense ...    75,664        69,051      142,252      121,722      110,125      102,805       93,539
                                      --------      --------     --------     --------     --------     --------     --------
Income (loss), as adjusted .........  $  6,870      $157,090     $181,267     $353,182     $329,606     $283,098     $177,710
                                      ========      ========     ========     ========     ========     ========     ========
Computation of fixed charges:
Interest expense including
   amortization of debt expense ....  $ 14,158      $ 11,755     $ 23,874     $ 30,486     $ 34,924     $ 39,620     $ 49,678
Interest portion of rent expense ...    75,664        69,051      142,252      121,722      110,125      102,805       93,539
Capitalized interest ...............     6,547         3,775        9,026        6,100        4,852          553           --
                                      --------      --------     --------     --------     --------     --------     --------
Fixed charges ......................  $ 96,369      $ 84,581     $175,152     $158,308     $149,901     $142,978     $143,217
                                      ========      ========     ========     ========     ========     ========     ========
Ratio of earnings to fixed
   charges(1)(2) ...................        --          1.86         1.03         2.23         2.20         1.98         1.24


- ----------

(1)  For the purpose of computing the ratio of earnings to fixed charges,
     "earnings" consist of income (loss) before income taxes and extraordinary
     item plus fixed charges less capitalized interest. "Fixed charges" consist
     of interest expense including amortization of debt expense, one-third of
     rent expense, which is deemed to be representative of an interest factor,
     and capitalized interest.

(2)  Earnings were inadequate to cover fixed charges by $90.0 million for the
     six months ended June 30, 2001.

EX-13.1

ex13-1

EX-13.2

ex13-2

EX-23.2

   1
                                                               Exhibit 23.2

                        INDEPENDENT AUDITORS' CONSENT

The Board of Directors
America West Airlines, Inc.:

We consent to the use of our reports incorporated herein by reference and to
the references to our firm under the headings "Selected Financial Data" and
"Experts" in the prospectus.

/s/ KPMG LLP
- ----------------------

Phoenix, Arizona
September 13, 2001

EX-23.3

   1
                                  EXHIBIT 23.3

                [Aircraft Information Services, Inc. Letterhead]


13 September, 2001


America West Airlines, Inc.
4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899


Re:      America West Airlines, Inc.
         Pass Through Certificates, Series 2001-1


Ladies and Gentlemen:

Reference is made herein to the prospectus (the "Prospectus") relating to the
offer to exchange registered Pass Through Certificates, Series 2001-1 (the "New
Certificates) for any and all outstanding Pass Through Certificates, Series
2001-1 (the "Old Certificates"). We understand that the Prospectus will be
included as part of the registration statement on Form S-4 (the "Registration
Statement") being filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, and will be distributed by America West
Airlines, Inc. as described therein.

We consent to the reference to our name in the text under the headings
"Remaining Prospectus Disclosure - The Parties," "Description of the Aircraft
and the Appraisals - The Appraisals," "Experts" and "Appendix II - Appraisal
Letters" in the Prospectus. We also consent to the inclusion in the Registration
Statement of the report prepared by us with respect to the aircraft referred to
therein.


Sincerely,
Aircraft Information Services, Inc.

/s/ Fred E. Bearden
Fred E. Bearden
President




       Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653
          Tel: 949-582-8888 FAX: 949-582-8887 E-MAIL: AISINews@aol.com

EX-23.4

   1
                                  EXHIBIT 23.4

                           [AvSolutions Letterhead]

America West Airlines, Inc.
4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899


Re:     America West Airlines, Inc.
        Pass Through Certificates, Series 2001-1


Ladies and Gentlemen:

Reference is made herein to the prospectus (the "Prospectus") relating to the
offer to exchange registered Pass Through Certificates, Series 2001-1 (the
"New Certificates") for any and all outstanding Pass Through Certificates,
Series 2001-1 (the "Old Certificates").  We understand that the Prospectus
will be included as part of the registration statement on Form S-4 (the
"Registration Statement") being filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, and will be
distributed by America West Airlines, Inc. as described therein.

We consent to the reference to our name in the text under the headings
"Remaining Prospectus Disclosure - The Parties," "Description of the Aircraft
and the Appraisals - The Appraisals," "Experts" and "Appendix II - Appraisal
Letters" in the Prospectus.  We also consent to the inclusion in the
Registration Statement of the report prepared by us with respect to the
aircraft referred to therein.


Sincerely,


/s/ Scott E. Daniels
Scott E. Daniels
Director, Asset Management

EX-23.5

   1
                                  EXHIBIT 23.5

                       [Morten, Beyer & Agnew. Letterhead]


America West Airlines, Inc.
4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899


Re:      America West Airlines, Inc.
         Pass Through Certificates, Series 2001-1


Ladies and Gentlemen:

Reference is made herein to the prospectus (the "Prospectus") relating to the
offer to exchange registered Pass Through Certificates, Series 2001-1 (the "New
Certificates) for any and all outstanding Pass Through Certificates, Series
2001-1 (the "Old Certificates"). We understand that the Prospectus will be
included as part of the registration statement on Form S-4 (the "Registration
Statement") being filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, and will be distributed by America West
Airlines, Inc. as described therein.

We consent to the reference to our name in the text under the headings
"Remaining Prospectus Disclosure - The Parties," "Description of the Aircraft
and the Appraisals - The Appraisals," "Experts" and "Appendix II - Appraisal
Letters" in the Prospectus. We also consent to the inclusion in the Registration
Statement of the report prepared by us with respect to the aircraft referred to
therein.


Sincerely,


/s/ Bryson P. Monteleone
Bryson P. Monteleone
Vice President of Operations




  Phone: (703) 276-3200 - Fax: (703) 276-3201 - email: mba@mba-consulting.com

EX-25.1

   1
                                                                    EXHIBIT 25.1

                                                                Registration No.



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                     51-0055023
(State of incorporation)                 (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                           AMERICA WEST AIRLINES, INC.

               (Exact name of obligor as specified in its charter)

      Delaware                                           86-0418245
(State of incorporation)                    (I.R.S. employer identification no.)

        4000 E. Sky Harbor Boulevard
        Phoenix, Arizona                                 85034-3899

(Address of principal executive offices)                 (Zip Code)


                    PASS THROUGH CERTIFICATES, SERIES 2001-1G

                       (Title of the indenture securities)
   2
ITEM 1.     GENERAL INFORMATION.

                    Furnish the following information as to the trustee:

            (a)     Name and address of each examining or supervising authority
                    to which it is subject.

                    Federal Deposit Insurance Co.      State Bank Commissioner
                    Five Penn Center                   Dover, Delaware
                    Suite #2901
                    Philadelphia, PA

            (b)  Whether it is authorized to exercise corporate trust powers.

                    The trustee is authorized to exercise corporate trust
powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.

                    If the obligor is an affiliate of the trustee, describe each
            affiliation:

                    Based upon an examination of the books and records of the
            trustee and upon information furnished by the obligor, the obligor
            is not an affiliate of the trustee.

ITEM 3.     LIST OF EXHIBITS.

                 List below all exhibits filed as part of this Statement of
            Eligibility and Qualification.

            A.      Copy of the Charter of Wilmington Trust Company, which
                    includes the certificate of authority of Wilmington Trust
                    Company to commence business and the authorization of
                    Wilmington Trust Company to exercise corporate trust powers.

            B.      Copy of By-Laws of Wilmington Trust Company.
            C.      Consent of Wilmington Trust Company required by Section 321
                    (b) of Trust Indenture Act.
            D.      Copy of most recent Report of Condition of Wilmington Trust
                    Company.

            Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 31st day
of August, 2001.

                                         WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Rosemary Pantano            By: /s/ David A. Vanaskey, Jr.
      ___________________________         _______________________________
       Assistant Secretary               Name: David A. Vanaskey, Jr.
                                         Title:  Vice President


                                        2
   3
                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987
   4
                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

         WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

            FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

            SECOND: - The location of its principal office in the State of
            Delaware is at Rodney Square North, in the City of Wilmington,
            County of New Castle; the name of its resident agent is WILMINGTON
            TRUST COMPANY whose address is Rodney Square North, in said City. In
            addition to such principal office, the said corporation maintains
            and operates branch offices in the City of Newark, New Castle
            County, Delaware, the Town of Newport, New Castle County, Delaware,
            at Claymont, New Castle County, Delaware, at Greenville, New Castle
            County Delaware, and at Milford Cross Roads, New Castle County,
            Delaware, and shall be empowered to open, maintain and operate
            branch offices at Ninth and Shipley Streets, 418 Delaware Avenue,
            2120 Market Street, and 3605 Market Street, all in the City of
            Wilmington, New Castle County, Delaware, and such other branch
            offices or places of business as may be authorized from time to time
            by the agency or agencies of the government of the State of Delaware
            empowered to confer such authority.

            THIRD: - (a) The nature of the business and the objects and purposes
            proposed to be transacted, promoted or carried on by this
            Corporation are to do any or all of the things herein mentioned as
            fully and to the same extent as natural persons might or could do
            and in any part of the world, viz.:

                    (1) To sue and be sued, complain and defend in any Court of
                    law or equity and to make and use a common seal, and alter
                    the seal at pleasure, to hold, purchase, convey, mortgage or
                    otherwise deal in real and personal estate and property, and
                    to appoint such officers and agents as the business of the
                    Corporation shall require, to make by-laws not inconsistent
                    with the Constitution or laws of the United States or of
                    this State, to discount bills, notes or other evidences of
                    debt, to receive deposits of money, or securities for
                    money, to buy gold and silver bullion and foreign coins, to
                    buy and sell bills of exchange, and generally to use,
   5
                    exercise and enjoy all the powers, rights, privileges and
                    franchises incident to a corporation which are proper or
                    necessary for the transaction of the business of the
                    Corporation hereby created.

                    (2) To insure titles to real and personal property, or any
                    estate or interests therein, and to guarantee the holder of
                    such property, real or personal, against any claim or
                    claims, adverse to his interest therein, and to prepare and
                    give certificates of title for any lands or premises in the
                    State of Delaware, or elsewhere.

                    (3) To act as factor, agent, broker or attorney in the
                    receipt, collection, custody, investment and management of
                    funds, and the purchase, sale, management and disposal of
                    property of all descriptions, and to prepare and execute all
                    papers which may be necessary or proper in such business.

                    (4) To prepare and draw agreements, contracts, deeds,
                    leases, conveyances, mortgages, bonds and legal papers of
                    every description, and to carry on the business of
                    conveyancing in all its branches.

                    (5) To receive upon deposit for safekeeping money, jewelry,
                    plate, deeds, bonds and any and all other personal property
                    of every sort and kind, from executors, administrators,
                    guardians, public officers, courts, receivers, assignees,
                    trustees, and from all fiduciaries, and from all other
                    persons and individuals, and from all corporations whether
                    state, municipal, corporate or private, and to rent boxes,
                    safes, vaults and other receptacles for such property.

                    (6) To act as agent or otherwise for the purpose of
                    registering, issuing, certificating, countersigning,
                    transferring or underwriting the stock, bonds or other
                    obligations of any corporation, association, state or
                    municipality, and may receive and manage any sinking fund
                    therefor on such terms as may be agreed upon between the two
                    parties, and in like manner may act as Treasurer of any
                    corporation or municipality.

                    (7) To act as Trustee under any deed of trust, mortgage,
                    bond or other instrument issued by any state, municipality,
                    body politic, corporation, association or person, either
                    alone or in conjunction with any other person or persons,
                    corporation or corporations.

                    (8) To guarantee the validity, performance or effect of any
                    contract or agreement, and the fidelity of persons holding
                    places of responsibility or trust; to become surety for any
                    person, or persons, for the faithful performance of any
                    trust, office, duty, contract or agreement, either by itself
                    or in conjunction with any other person, or persons,
                    corporation, or corporations, or in like manner become
                    surety upon any bond, recognizance, obligation, judgment,
                    suit, order, or decree to be entered in any court of record
                    within the State of Delaware or elsewhere, or which may now
                    or hereafter be required by any law, judge, officer or court
                    in the State of Delaware or elsewhere.


                                       2
   6
                    (9) To act by any and every method of appointment as
                    trustee, trustee in bankruptcy, receiver, assignee, assignee
                    in bankruptcy, executor, administrator, guardian, bailee, or
                    in any other trust capacity in the receiving, holding,
                    managing, and disposing of any and all estates and property,
                    real, personal or mixed, and to be appointed as such
                    trustee, trustee in bankruptcy, receiver, assignee, assignee
                    in bankruptcy, executor, administrator, guardian or bailee
                    by any persons, corporations, court, officer, or authority,
                    in the State of Delaware or elsewhere; and whenever this
                    Corporation is so appointed by any person, corporation,
                    court, officer or authority such trustee, trustee in
                    bankruptcy, receiver, assignee, assignee in bankruptcy,
                    executor, administrator, guardian, bailee, or in any other
                    trust capacity, it shall not be required to give bond with
                    surety, but its capital stock shall be taken and held as
                    security for the performance of the duties devolving upon it
                    by such appointment.

                    (10) And for its care, management and trouble, and the
                    exercise of any of its powers hereby given, or for the
                    performance of any of the duties which it may undertake or
                    be called upon to perform, or for the assumption of any
                    responsibility the said Corporation may be entitled to
                    receive a proper compensation.

                    (11) To purchase, receive, hold and own bonds, mortgages,
                    debentures, shares of capital stock, and other securities,
                    obligations, contracts and evidences of indebtedness, of any
                    private, public or municipal corporation within and without
                    the State of Delaware, or of the Government of the United
                    States, or of any state, territory, colony, or possession
                    thereof, or of any foreign government or country; to
                    receive, collect, receipt for, and dispose of interest,
                    dividends and income upon and from any of the bonds,
                    mortgages, debentures, notes, shares of capital stock,
                    securities, obligations, contracts, evidences of
                    indebtedness and other property held and owned by it, and to
                    exercise in respect of all such bonds, mortgages,
                    debentures, notes, shares of capital stock, securities,
                    obligations, contracts, evidences of indebtedness and other
                    property, any and all the rights, powers and privileges of
                    individual owners thereof, including the right to vote
                    thereon; to invest and deal in and with any of the moneys of
                    the Corporation upon such securities and in such manner as
                    it may think fit and proper, and from time to time to vary
                    or realize such investments; to issue bonds and secure the
                    same by pledges or deeds of trust or mortgages of or upon
                    the whole or any part of the property held or owned by the
                    Corporation, and to sell and pledge such bonds, as and when
                    the Board of Directors shall determine, and in the promotion
                    of its said corporate business of investment and to the
                    extent authorized by law, to lease, purchase, hold, sell,
                    assign, transfer, pledge, mortgage and convey real and
                    personal property of any name and nature and any estate or
                    interest therein.

            (b) In furtherance of, and not in limitation, of the powers
            conferred by the laws of the State of Delaware, it is hereby
            expressly provided that the said Corporation shall also have the
            following powers:

                    (1) To do any or all of the things herein set forth, to the
                    same extent as natural


                                       3
   7
                    persons might or could do, and in any part of the world.

                    (2) To acquire the good will, rights, property and
                    franchises and to undertake the whole or any part of the
                    assets and liabilities of any person, firm, association or
                    corporation, and to pay for the same in cash, stock of this
                    Corporation, bonds or otherwise; to hold or in any manner to
                    dispose of the whole or any part of the property so
                    purchased; to conduct in any lawful manner the whole or any
                    part of any business so acquired, and to exercise all the
                    powers necessary or convenient in and about the conduct and
                    management of such business.

                    (3) To take, hold, own, deal in, mortgage or otherwise lien,
                    and to lease, sell, exchange, transfer, or in any manner
                    whatever dispose of property, real, personal or mixed,
                    wherever situated.

                    (4) To enter into, make, perform and carry out contracts of
                    every kind with any person, firm, association or
                    corporation, and, without limit as to amount, to draw, make,
                    accept, endorse, discount, execute and issue promissory
                    notes, drafts, bills of exchange, warrants, bonds,
                    debentures, and other negotiable or transferable
                    instruments.

                    (5) To have one or more offices, to carry on all or any of
                    its operations and businesses, without restriction to the
                    same extent as natural persons might or could do, to
                    purchase or otherwise acquire, to hold, own, to mortgage,
                    sell, convey or otherwise dispose of, real and personal
                    property, of every class and description, in any State,
                    District, Territory or Colony of the United States, and in
                    any foreign country or place.

                    (6) It is the intention that the objects, purposes and
                    powers specified and clauses contained in this paragraph
                    shall (except where otherwise expressed in said paragraph)
                    be nowise limited or restricted by reference to or inference
                    from the terms of any other clause of this or any other
                    paragraph in this charter, but that the objects, purposes
                    and powers specified in each of the clauses of this
                    paragraph shall be regarded as independent objects, purposes
                    and powers.

         FOURTH: - (a) The total number of shares of all classes of stock which
         the Corporation shall have authority to issue is forty-one million
         (41,000,000) shares, consisting of:

                    (1) One million (1,000,000) shares of Preferred stock, par
                    value $10.00 per share (hereinafter referred to as
                    "Preferred Stock"); and

                    (2) Forty million (40,000,000) shares of Common Stock, par
                    value $1.00 per share (hereinafter referred to as "Common
                    Stock").

            (b) Shares of Preferred Stock may be issued from time to time in one
            or more series as may from time to time be determined by the Board
            of Directors each of said series to be distinctly designated. All
            shares of any one series of Preferred Stock shall be alike in every
            particular, except that there may be different dates from which
            dividends, if


                                       4
   8
            any, thereon shall be cumulative, if made cumulative. The voting
            powers and the preferences and relative, participating, optional and
            other special rights of each such series, and the qualifications,
            limitations or restrictions thereof, if any, may differ from those
            of any and all other series at any time outstanding; and, subject to
            the provisions of subparagraph 1 of Paragraph (c) of this Article
            FOURTH, the Board of Directors of the Corporation is hereby
            expressly granted authority to fix by resolution or resolutions
            adopted prior to the issuance of any shares of a particular series
            of Preferred Stock, the voting powers and the designations,
            preferences and relative, optional and other special rights, and the
            qualifications, limitations and restrictions of such series,
            including, but without limiting the generality of the foregoing, the
            following:

                    (1) The distinctive designation of, and the number of shares
                    of Preferred Stock which shall constitute such series, which
                    number may be increased (except where otherwise provided by
                    the Board of Directors) or decreased (but not below the
                    number of shares thereof then outstanding) from time to time
                    by like action of the Board of Directors;

                    (2) The rate and times at which, and the terms and
                    conditions on which, dividends, if any, on Preferred Stock
                    of such series shall be paid, the extent of the preference
                    or relation, if any, of such dividends to the dividends
                    payable on any other class or classes, or series of the same
                    or other class of stock and whether such dividends shall be
                    cumulative or non-cumulative;

                    (3) The right, if any, of the holders of Preferred Stock of
                    such series to convert the same into or exchange the same
                    for, shares of any other class or classes or of any series
                    of the same or any other class or classes of stock of the
                    Corporation and the terms and conditions of such conversion
                    or exchange;

                    (4) Whether or not Preferred Stock of such series shall be
                    subject to redemption, and the redemption price or prices
                    and the time or times at which, and the terms and conditions
                    on which, Preferred Stock of such series may be redeemed.

                    (5) The rights, if any, of the holders of Preferred Stock of
                    such series upon the voluntary or involuntary liquidation,
                    merger, consolidation, distribution or sale of assets,
                    dissolution or winding-up, of the Corporation.

                    (6) The terms of the sinking fund or redemption or purchase
                    account, if any, to be provided for the Preferred Stock of
                    such series; and

                    (7) The voting powers, if any, of the holders of such series
                    of Preferred Stock which may, without limiting the
                    generality of the foregoing include the right, voting as a
                    series or by itself or together with other series of
                    Preferred Stock or all series of Preferred Stock as a class,
                    to elect one or more directors of the Corporation if there
                    shall have been a default in the payment of dividends on any
                    one or more series of Preferred Stock or under such
                    circumstances and on such conditions as the Board of
                    Directors may determine.


                                       5
   9
            (c) (1) After the requirements with respect to preferential
            dividends on the Preferred Stock (fixed in accordance with the
            provisions of section (b) of this Article FOURTH), if any, shall
            have been met and after the Corporation shall have complied with all
            the requirements, if any, with respect to the setting aside of sums
            as sinking funds or redemption or purchase accounts (fixed in
            accordance with the provisions of section (b) of this Article
            FOURTH), and subject further to any conditions which may be fixed in
            accordance with the provisions of section (b) of this Article
            FOURTH, then and not otherwise the holders of Common Stock shall be
            entitled to receive such dividends as may be declared from time to
            time by the Board of Directors.

                    (2) After distribution in full of the preferential amount,
                    if any, (fixed in accordance with the provisions of section
                    (b) of this Article FOURTH), to be distributed to the
                    holders of Preferred Stock in the event of voluntary or
                    involuntary liquidation, distribution or sale of assets,
                    dissolution or winding- up, of the Corporation, the holders
                    of the Common Stock shall be entitled to receive all of the
                    remaining assets of the Corporation, tangible and
                    intangible, of whatever kind available for distribution to
                    stockholders ratably in proportion to the number of shares
                    of Common Stock held by them respectively.

                    (3) Except as may otherwise be required by law or by the
                    provisions of such resolution or resolutions as may be
                    adopted by the Board of Directors pursuant to section (b) of
                    this Article FOURTH, each holder of Common Stock shall have
                    one vote in respect of each share of Common Stock held on
                    all matters voted upon by the stockholders.

            (d) No holder of any of the shares of any class or series of stock
            or of options, warrants or other rights to purchase shares of any
            class or series of stock or of other securities of the Corporation
            shall have any preemptive right to purchase or subscribe for any
            unissued stock of any class or series or any additional shares of
            any class or series to be issued by reason of any increase of the
            authorized capital stock of the Corporation of any class or series,
            or bonds, certificates of indebtedness, debentures or other
            securities convertible into or exchangeable for stock of the
            Corporation of any class or series, or carrying any right to
            purchase stock of any class or series, but any such unissued stock,
            additional authorized issue of shares of any class or series of
            stock or securities convertible into or exchangeable for stock, or
            carrying any right to purchase stock, may be issued and disposed of
            pursuant to resolution of the Board of Directors to such persons,
            firms, corporations or associations, whether such holders or others,
            and upon such terms as may be deemed advisable by the Board of
            Directors in the exercise of its sole discretion.

            (e) The relative powers, preferences and rights of each series of
            Preferred Stock in relation to the relative powers, preferences and
            rights of each other series of Preferred Stock shall, in each case,
            be as fixed from time to time by the Board of Directors in the
            resolution or resolutions adopted pursuant to authority granted in
            section (b) of this Article FOURTH and the consent, by class or
            series vote or otherwise, of the holders of such of the series of
            Preferred Stock as are from time to time outstanding shall not be
            required for the issuance by the Board of Directors of any other
            series of Preferred


                                       6
   10
            Stock whether or not the powers, preferences and rights of such
            other series shall be fixed by the Board of Directors as senior to,
            or on a parity with, the powers, preferences and rights of such
            outstanding series, or any of them; provided, however, that the
            Board of Directors may provide in the resolution or resolutions as
            to any series of Preferred Stock adopted pursuant to section (b) of
            this Article FOURTH that the consent of the holders of a majority
            (or such greater proportion as shall be therein fixed) of the
            outstanding shares of such series voting thereon shall be required
            for the issuance of any or all other series of Preferred Stock.

            (f) Subject to the provisions of section (e), shares of any series
            of Preferred Stock may be issued from time to time as the Board of
            Directors of the Corporation shall determine and on such terms and
            for such consideration as shall be fixed by the Board of Directors.

            (g) Shares of Common Stock may be issued from time to time as the
            Board of Directors of the Corporation shall determine and on such
            terms and for such consideration as shall be fixed by the Board of
            Directors.

            (h) The authorized amount of shares of Common Stock and of Preferred
            Stock may, without a class or series vote, be increased or decreased
            from time to time by the affirmative vote of the holders of a
            majority of the stock of the Corporation entitled to vote thereon.

            FIFTH: - (a) The business and affairs of the Corporation shall be
            conducted and managed by a Board of Directors. The number of
            directors constituting the entire Board shall be not less than five
            nor more than twenty-five as fixed from time to time by vote of a
            majority of the whole Board, provided, however, that the number of
            directors shall not be reduced so as to shorten the term of any
            director at the time in office, and provided further, that the
            number of directors constituting the whole Board shall be
            twenty-four until otherwise fixed by a majority of the whole Board.

            (b) The Board of Directors shall be divided into three classes, as
            nearly equal in number as the then total number of directors
            constituting the whole Board permits, with the term of office of one
            class expiring each year. At the annual meeting of stockholders in
            1982, directors of the first class shall be elected to hold office
            for a term expiring at the next succeeding annual meeting, directors
            of the second class shall be elected to hold office for a term
            expiring at the second succeeding annual meeting and directors of
            the third class shall be elected to hold office for a term expiring
            at the third succeeding annual meeting. Any vacancies in the Board
            of Directors for any reason, and any newly created directorships
            resulting from any increase in the directors, may be filled by the
            Board of Directors, acting by a majority of the directors then in
            office, although less than a quorum, and any directors so chosen
            shall hold office until the next annual election of directors. At
            such election, the stockholders shall elect a successor to such
            director to hold office until the next election of the class for
            which such director shall have been chosen and until his successor
            shall be elected and qualified. No decrease in the number of
            directors shall shorten the term of any incumbent director.


                                       7
   11
            (c) Notwithstanding any other provisions of this Charter or Act of
            Incorporation or the By-Laws of the Corporation (and notwithstanding
            the fact that some lesser percentage may be specified by law, this
            Charter or Act of Incorporation or the By- Laws of the Corporation),
            any director or the entire Board of Directors of the Corporation may
            be removed at any time without cause, but only by the affirmative
            vote of the holders of two-thirds or more of the outstanding shares
            of capital stock of the Corporation entitled to vote generally in
            the election of directors (considered for this purpose as one class)
            cast at a meeting of the stockholders called for that purpose.

            (d) Nominations for the election of directors may be made by the
            Board of Directors or by any stockholder entitled to vote for the
            election of directors. Such nominations shall be made by notice in
            writing, delivered or mailed by first class United States mail,
            postage prepaid, to the Secretary of the Corporation not less than
            14 days nor more than 50 days prior to any meeting of the
            stockholders called for the election of directors; provided,
            however, that if less than 21 days' notice of the meeting is given
            to stockholders, such written notice shall be delivered or mailed,
            as prescribed, to the Secretary of the Corporation not later than
            the close of the seventh day following the day on which notice of
            the meeting was mailed to stockholders. Notice of nominations which
            are proposed by the Board of Directors shall be given by the
            Chairman on behalf of the Board.

            (e) Each notice under subsection (d) shall set forth (i) the name,
            age, business address and, if known, residence address of each
            nominee proposed in such notice, (ii) the principal occupation or
            employment of such nominee and (iii) the number of shares of stock
            of the Corporation which are beneficially owned by each such
            nominee.

            (f) The Chairman of the meeting may, if the facts warrant, determine
            and declare to the meeting that a nomination was not made in
            accordance with the foregoing procedure, and if he should so
            determine, he shall so declare to the meeting and the defective
            nomination shall be disregarded.

            (g) No action required to be taken or which may be taken at any
            annual or special meeting of stockholders of the Corporation may be
            taken without a meeting, and the power of stockholders to consent in
            writing, without a meeting, to the taking of any action is
            specifically denied.

            SIXTH: - The Directors shall choose such officers, agents and
            servants as may be provided in the By-Laws as they may from time to
            time find necessary or proper.

            SEVENTH: - The Corporation hereby created is hereby given the same
            powers, rights and privileges as may be conferred upon corporations
            organized under the Act entitled "An Act Providing a General
            Corporation Law", approved March 10, 1899, as from time to time
            amended.

            EIGHTH: - This Act shall be deemed and taken to be a private Act.

            NINTH: - This Corporation is to have perpetual existence.


                                       8
   12
            TENTH: - The Board of Directors, by resolution passed by a majority
            of the whole Board, may designate any of their number to constitute
            an Executive Committee, which Committee, to the extent provided in
            said resolution, or in the By-Laws of the Company, shall have and
            may exercise all of the powers of the Board of Directors in the
            management of the business and affairs of the Corporation, and shall
            have power to authorize the seal of the Corporation to be affixed to
            all papers which may require it.

            ELEVENTH: - The private property of the stockholders shall not be
            liable for the payment of corporate debts to any extent whatever.

            TWELFTH: - The Corporation may transact business in any part of the
            world.

            THIRTEENTH: - The Board of Directors of the Corporation is expressly
            authorized to make, alter or repeal the By-Laws of the Corporation
            by a vote of the majority of the entire Board. The stockholders may
            make, alter or repeal any By-Law whether or not adopted by them,
            provided however, that any such additional By-Laws, alterations or
            repeal may be adopted only by the affirmative vote of the holders of
            two-thirds or more of the outstanding shares of capital stock of the
            Corporation entitled to vote generally in the election of directors
            (considered for this purpose as one class).

            FOURTEENTH: - Meetings of the Directors may be held outside of the
            State of Delaware at such places as may be from time to time
            designated by the Board, and the Directors may keep the books of the
            Company outside of the State of Delaware at such places as may be
            from time to time designated by them.

            FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
            law, and except as otherwise expressly provided in sections (b) and
            (c) of this Article FIFTEENTH:

                    (A) any merger or consolidation of the Corporation or any
                    Subsidiary (as hereinafter defined) with or into (i) any
                    Interested Stockholder (as hereinafter defined) or (ii) any
                    other corporation (whether or not itself an Interested
                    Stockholder), which, after such merger or consolidation,
                    would be an Affiliate (as hereinafter defined) of an
                    Interested Stockholder, or

                    (B) any sale, lease, exchange, mortgage, pledge, transfer or
                    other disposition (in one transaction or a series of related
                    transactions) to or with any Interested Stockholder or any
                    Affiliate of any Interested Stockholder of any assets of the
                    Corporation or any Subsidiary having an aggregate fair
                    market value of $1,000,000 or more, or

                    (C) the issuance or transfer by the Corporation or any
                    Subsidiary (in one transaction or a series of related
                    transactions) of any securities of the Corporation or any
                    Subsidiary to any Interested Stockholder or any Affiliate of
                    any Interested Stockholder in exchange for cash, securities
                    or other property (or a combination thereof) having an
                    aggregate fair market value of $1,000,000 or more, or

                    (D) the adoption of any plan or proposal for the liquidation
                    or dissolution of the


                                       9
   13
                    Corporation, or

                    (E) any reclassification of securities (including any
                    reverse stock split), or recapitalization of the
                    Corporation, or any merger or consolidation of the
                    Corporation with any of its Subsidiaries or any similar
                    transaction (whether or not with or into or otherwise
                    involving an Interested Stockholder) which has the effect,
                    directly or indirectly, of increasing the proportionate
                    share of the outstanding shares of any class of equity or
                    convertible securities of the Corporation or any Subsidiary
                    which is directly or indirectly owned by any Interested
                    Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

                      (2) The term "business combination" as used in this
                      Article FIFTEENTH shall mean any transaction which is
                      referred to in any one or more of clauses (A) through (E)
                      of paragraph 1 of the section (a).

                    (b) The provisions of section (a) of this Article FIFTEENTH
                    shall not be applicable to any particular business
                    combination and such business combination shall require only
                    such affirmative vote as is required by law and any other
                    provisions of the Charter or Act of Incorporation or By-Laws
                    if such business combination has been approved by a majority
                    of the whole Board.

                    (c)  For the purposes of this Article FIFTEENTH:

            (1) A "person" shall mean any individual, firm, corporation or other
            entity.

            (2) "Interested Stockholder" shall mean, in respect of any business
            combination, any person (other than the Corporation or any
            Subsidiary) who or which as of the record date for the determination
            of stockholders entitled to notice of and to vote on such business
            combination, or immediately prior to the consummation of any such
            transaction:

                    (A)  is the beneficial owner, directly or indirectly, of
                    more than 10% of the Voting Shares, or

                    (B) is an Affiliate of the Corporation and at any time
                    within two years prior thereto was the beneficial owner,
                    directly or indirectly, of not less than 10% of the then
                    outstanding voting Shares, or

                    (C) is an assignee of or has otherwise succeeded in any
                    share of capital stock of the Corporation which were at any
                    time within two years prior thereto


                                       10
   14
                    beneficially owned by any Interested Stockholder, and such
                    assignment or succession shall have occurred in the course
                    of a transaction or series of transactions not involving a
                    public offering within the meaning of the Securities Act of
                    1933.

            (3)  A person shall be the "beneficial owner" of any Voting Shares:

                    (A) which such person or any of its Affiliates and
                    Associates (as hereafter defined) beneficially own, directly
                    or indirectly, or

                    (B) which such person or any of its Affiliates or Associates
                    has (i) the right to acquire (whether such right is
                    exercisable immediately or only after the passage of time),
                    pursuant to any agreement, arrangement or understanding or
                    upon the exercise of conversion rights, exchange rights,
                    warrants or options, or otherwise, or (ii) the right to vote
                    pursuant to any agreement, arrangement or understanding, or

                    (C) which are beneficially owned, directly or indirectly, by
                    any other person with which such first mentioned person or
                    any of its Affiliates or Associates has any agreement,
                    arrangement or understanding for the purpose of acquiring,
                    holding, voting or disposing of any shares of capital stock
                    of the Corporation.

            (4) The outstanding Voting Shares shall include shares deemed owned
            through application of paragraph (3) above but shall not include any
            other Voting Shares which may be issuable pursuant to any agreement,
            or upon exercise of conversion rights, warrants or options or
            otherwise.

            (5) "Affiliate" and "Associate" shall have the respective meanings
            given those terms in Rule 12b-2 of the General Rules and Regulations
            under the Securities Exchange Act of 1934, as in effect on December
            31, 1981.

            (6) "Subsidiary" shall mean any corporation of which a majority of
            any class of equity security (as defined in Rule 3a11-1 of the
            General Rules and Regulations under the Securities Exchange Act of
            1934, as in effect on December 31, 1981) is owned, directly or
            indirectly, by the Corporation; provided, however, that for the
            purposes of the definition of Investment Stockholder set forth in
            paragraph (2) of this section (c), the term "Subsidiary" shall mean
            only a corporation of which a majority of each class of equity
            security is owned, directly or indirectly, by the Corporation.

                    (d) majority of the directors shall have the power and duty
                    to determine for the purposes of this Article FIFTEENTH on
                    the basis of information known to them, (1) the number of
                    Voting Shares beneficially owned by any person (2) whether a
                    person is an Affiliate or Associate of another, (3) whether
                    a person has an agreement, arrangement or understanding with
                    another as to the matters referred to in paragraph (3) of
                    section (c), or (4) whether the assets subject to any
                    business combination or the consideration received for the
                    issuance or transfer of securities by the Corporation, or
                    any Subsidiary has an aggregate fair market


                                       11
   15
                    value of $1,000,000 or more.

                    (e) Nothing contained in this Article FIFTEENTH shall be
                    construed to relieve any Interested Stockholder from any
                    fiduciary obligation imposed by law.

            SIXTEENTH: Notwithstanding any other provision of this Charter or
            Act of Incorporation or the By-Laws of the Corporation (and in
            addition to any other vote that may be required by law, this Charter
            or Act of Incorporation by the By-Laws), the affirmative vote of the
            holders of at least two-thirds of the outstanding shares of the
            capital stock of the Corporation entitled to vote generally in the
            election of directors (considered for this purpose as one class)
            shall be required to amend, alter or repeal any provision of
            Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter
            or Act of Incorporation.

            SEVENTEENTH: (a) a Director of this Corporation shall not be liable
            to the Corporation or its stockholders for monetary damages for
            breach of fiduciary duty as a Director, except to the extent such
            exemption from liability or limitation thereof is not permitted
            under the Delaware General Corporation Laws as the same exists or
            may hereafter be amended.

                    (b) Any repeal or modification of the foregoing paragraph
                    shall not adversely affect any right or protection of a
                    Director of the Corporation existing hereunder with respect
                    to any act or omission occurring prior to the time of such
                    repeal or modification."


                                       12
   16
                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                         AS EXISTING ON JANUARY 20, 2000
   17
                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

         Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

         Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

         Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

         Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

         Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank. No more than two Directors may
also be employees of the Company or any affiliate thereof.

         Section 2. No person who has attained the age of seventy-two (72) years
shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971. The Chairman of the
Board of Directors shall not be qualified to continue to serve as a Director
upon the termination for any reason of his or her services in that office.

         Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

         Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

         Section 5. The Board of Directors shall meet at the principal office of
the Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.
   18
         Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

         Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

         Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

         Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

         Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

         Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

         Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or divisions of the Company as it may deem
advisable.


                                        2
   19
                                   ARTICLE III
                                   COMMITTEES

         Section 1.  Executive Committee

                            (A) The Executive Committee shall be composed of not
more than nine members who shall be selected by the Board of Directors from its
own members and who shall hold office during the pleasure of the Board.

                             (B)  The Executive Committee shall have all the
powers of the Board of Directors when it is not in session to transact all
business for and in behalf of the Company that may be brought before it.

                             (C)  The Executive Committee shall meet at the
principal office of the Company or elsewhere in its discretion at such times to
be determined by a majority of its members, or at the call of the Chairman of
the Executive Committee or at the call of the Chairman of the Board of
Directors. The majority of its members shall be necessary to constitute a quorum
for the transaction of business. Special meetings of the Executive Committee may
be held at any time when a quorum is present.

                             (D)  Minutes of each meeting of the Executive
Committee shall be kept and submitted to the Board of Directors at its next
meeting.

                             (E)  The Executive Committee shall advise and
superintend all investments that may be made of the funds of the Company, and
shall direct the disposal of the same, in accordance with such rules and
regulations as the Board of Directors from time to time make.

                             (F)  In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the affairs and
business of the Company by its directors and officers as contemplated by these
By-Laws any two available members of the Executive Committee as constituted
immediately prior to such disaster shall constitute a quorum of that Committee
for the full conduct and management of the affairs and business of the Company
in accordance with the provisions of Article III of these By-Laws; and if less
than three members of the Trust Committee is constituted immediately prior to
such disaster shall be available for the transaction of its business, such
Executive Committee shall also be empowered to exercise all of the powers
reserved to the Trust Committee under Article III Section 2 hereof. In the event
of the unavailability, at such time, of a minimum of two members of such
Executive Committee, any three available directors shall constitute the
Executive Committee for the full conduct and management of the affairs and
business of the Company in accordance with the foregoing provisions of this
Section. This By-Law shall be subject to implementation by Resolutions of the
Board of Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such a
disaster period until it shall be determined by any interim Executive


                                       3
   20
Committee acting under this section that it shall be to the advantage of the
Company to resume the conduct and management of its affairs and business under
all of the other provisions of these By-Laws.

         Section 2.  Audit Committee

                             (A)  The Audit Committee shall be composed of five
members who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer of the Company, and shall hold office at the
pleasure of the Board.

                             (B)  The Audit Committee shall have general
supervision over the Audit Division in all matters however subject to the
approval of the Board of Directors; it shall consider all matters brought to its
attention by the officer in charge of the Audit Division, review all reports of
examination of the Company made by any governmental agency or such independent
auditor employed for that purpose, and make such recommendations to the Board of
Directors with respect thereto or with respect to any other matters pertaining
to auditing the Company as it shall deem desirable.

                             (C)  The Audit Committee shall meet whenever and
wherever the majority of its members shall deem it to be proper for the
transaction of its business, and a majority of its Committee shall constitute a
quorum.

         Section 3.  Compensation Committee

                             (A)  The Compensation Committee shall be composed
of not more than five (5) members who shall be selected by the Board of
Directors from its own members who are not officers of the Company and who shall
hold office during the pleasure of the Board.

                             (B)  The Compensation Committee shall in general
advise upon all matters of policy concerning the Company brought to its
attention by the management and from time to time review the management of the
Company, major organizational matters, including salaries and employee benefits
and specifically shall administer the Executive Incentive Compensation Plan.

                             (C)  Meetings of the Compensation Committee may be
called at any time by the Chairman of the Compensation Committee, the Chairman
of the Board of Directors, or the President of the Company.


                                        4
   21
         Section 4.  Associate Directors

                             (A)  Any person who has served as a director may be
elected by the Board of Directors as an associate director, to serve during the
pleasure of the Board.

                             (B)  An associate director shall be entitled to
attend all directors meetings and participate in the discussion of all matters
brought to the Board, with the exception that he would have no right to vote. An
associate director will be eligible for appointment to Committees of the
Company, with the exception of the Executive Committee, Audit Committee and
Compensation Committee, which must be comprised solely of active directors.

         Section 5.  Absence or Disqualification of Any Member of a Committee

                             (A)  In the absence or disqualification of any
member of any Committee created under Article III of the By-Laws of this
Company, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

                                   ARTICLE IV
                                    OFFICERS

         Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

         Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

         Section 3. The President shall have the powers and duties pertaining to
the office of the President conferred or imposed upon him by statute or assigned
to him by the Board of Directors. In the absence of the Chairman of the Board
the President shall have the powers and duties of the Chairman of the Board.

         Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.


                                        5
   22
         Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

         Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

         Section 7. The Treasurer shall have general supervision over all assets
and liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

         Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

         There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

         Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

         There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

         Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.


                                       6
   23
         Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

         Section 1. Shares of stock shall be transferable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

         Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

         Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

         Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words
                   "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."


                                   ARTICLE VII
                                   FISCAL YEAR


                                       7
   24
         Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

         Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

         Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION

         Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit


                                       8
   25
plans, against all liability and loss suffered and expenses reasonably incurred
by such person. The Corporation shall indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the Corporation.

                             (B)  The Corporation shall pay the expenses
incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a Director or
officer in his capacity as a Director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Director or officer to repay all amounts advanced if it should be
ultimately determined that the Director or officer is not entitled to be
indemnified under this Article or otherwise.

                             (C)  If a claim for indemnification or payment of
expenses, under this Article X is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification of payment of
expenses under applicable law.

                             (D)  The rights conferred on any person by this
Article X shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

                             (E)  Any repeal or modification of the foregoing
provisions of this Article X shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

         Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of Directors by a vote of the majority of all the members
of the Board of Directors then in office.


                                                         9
   26
                                                                       EXHIBIT C

                             SECTION 321(B) CONSENT

         Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                          WILMINGTON TRUST COMPANY

Dated: August 31, 2001                    By:    /s/ David A. Vanaskey, Jr.
                                             ___________________________________
                                           Name: David A. Vanaskey, Jr.
                                           Title: Vice President
   27
                                    EXHIBIT D

                                     NOTICE

             This form is intended to assist state nonmember banks
             and savings banks with state publication
             requirements. It has not been approved by any state
             banking authorities. Refer to your appropriate state
             banking authorities for your state publication
             requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------------    ------------------
                 Name of Bank

                         City

in the State of   DELAWARE  , at the close of business on December 31, 2000.



ASSETS



                                                                                           
                                                                                                 Thousands of dollars

Cash and balances due from depository institutions:

            Noninterest-bearing balances and currency and coins.............                       218,332
            Interest-bearing balances.......................................                             0
Held-to-maturity securities.................................................                        19,838
Available-for-sale securities...............................................                     1,378,378
Federal funds sold and securities purchased under agreements to resell......                       463,241
Loans and lease financing receivables:
            Loans and leases, net of unearned income .........                   4,724,939
            LESS:  Allowance for loan and lease losses .......                      70,118
            LESS:  Allocated transfer risk reserve ...........                           0
            Loans and leases, net of unearned income, allowance, and reserve                     4,654,821
Assets held in trading accounts..............................................                            0
Premises and fixed assets (including capitalized leases).....................                      124,599
Other real estate owned......................................................                          661
Investments in unconsolidated subsidiaries and associated companies..........                        1,697
Customers' liability to this bank on acceptances outstanding.................                            0
Intangible assets............................................................                        4,727
Other assets.................................................................                      133,523
Total assets.................................................................                    6,999,817

   28
LIABILITIES

Deposits:
                                                                                           
In domestic offices............................ ...........................                      5,238,186
            Noninterest-bearing ............... ...........................        988,834
            Interest-bearing .................. ...........................      4,249,352
Federal funds purchased and Securities sold under agreements to repurchase.                        404,964
Demand notes issued to the U.S. Treasury...................................                         30,757
Trading liabilities (from Schedule RC-D)...................................                              0
Other borrowed money:......................................................                        ///////
            With original maturity of one year or less.....................                        662,000
            With original maturity of more than one year...................                         43,000
Bank's liability on acceptances executed and outstanding...................                              0
Subordinated notes and debentures..........................................                              0
Other liabilities (from Schedule RC-G).....................................                       139, 606
Total liabilities..........................................................                      6,518,513

EQUITY CAPITAL

Perpetual preferred stock and related surplus..............................                             0
Common Stock...............................................................                           500
Surplus (exclude all surplus related to preferred stock)...................                        62,118
Undivided profits and capital reserves.....................................                       423,463
Net unrealized holding gains (losses) on available-for-sale securities.....                        (4,777)
Total equity capital.......................................................                       481,304
Total liabilities, limited-life preferred stock, and equity capital........                     6,999,817









                                       2

EX-25.2

   1

                                                                    Exhibit 25.2

                                        Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

   CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
   SECTION 305(b)(2)

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                        51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                           AMERICA WEST AIRLINES, INC.

               (Exact name of obligor as specified in its charter)

       Delaware                                         86-0418245
(State of incorporation)                    (I.R.S. employer identification no.)

      4000 E. Sky Harbor Boulevard
           Phoenix, Arizona                             85034-3899

(Address of principal executive offices)                (Zip Code)


                    PASS THROUGH CERTIFICATES, SERIES 2001-1C

                       (Title of the indenture securities)

================================================================================
   2
ITEM 1. GENERAL INFORMATION.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  Federal Deposit Insurance Co.      State Bank Commissioner
                  Five Penn Center                   Dover, Delaware
                  Suite #2901
                  Philadelphia, PA

         (b)      Whether it is authorized to exercise corporate trust powers.

                  The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

                  If the obligor is an affiliate of the trustee, describe each
         affiliation:

                  Based upon an examination of the books and records of the
         trustee and upon information furnished by the obligor, the obligor is
         not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

                  List below all exhibits filed as part of this Statement of
         Eligibility and Qualification.

         A.       Copy of the Charter of Wilmington Trust Company, which
                  includes the certificate of authority of Wilmington Trust
                  Company to commence business and the authorization of
                  Wilmington Trust Company to exercise corporate trust powers.

         B.       Copy of By-Laws of Wilmington Trust Company.

         C.       Consent of Wilmington Trust Company required by Section 321(b)
                  of Trust Indenture Act.

         D.       Copy of most recent Report of Condition of Wilmington Trust
                  Company.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 31st day
of August, 2001.

                                         WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Rosemary Pantano            By: /s/ David A. Vanaskey, Jr.
       -----------------------------       ---------------------------
       Assistant Secretary               Name: David A. Vanaskey, Jr.
                                         Title:  Vice President


                                        2
   3
                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987
   4
                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

         WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

         FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

         SECOND: - The location of its principal office in the State of Delaware
         is at Rodney Square North, in the City of Wilmington, County of New
         Castle; the name of its resident agent is WILMINGTON TRUST COMPANY
         whose address is Rodney Square North, in said City. In addition to such
         principal office, the said corporation maintains and operates branch
         offices in the City of Newark, New Castle County, Delaware, the Town of
         Newport, New Castle County, Delaware, at Claymont, New Castle County,
         Delaware, at Greenville, New Castle County Delaware, and at Milford
         Cross Roads, New Castle County, Delaware, and shall be empowered to
         open, maintain and operate branch offices at Ninth and Shipley Streets,
         418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in
         the City of Wilmington, New Castle County, Delaware, and such other
         branch offices or places of business as may be authorized from time to
         time by the agency or agencies of the government of the State of
         Delaware empowered to confer such authority.

         THIRD: - (a) The nature of the business and the objects and purposes
         proposed to be transacted, promoted or carried on by this Corporation
         are to do any or all of the things herein mentioned as fully and to the
         same extent as natural persons might or could do and in any part of the
         world, viz.:

                  (1) To sue and be sued, complain and defend in any Court of
                  law or equity and to make and use a common seal, and alter the
                  seal at pleasure, to hold, purchase, convey, mortgage or
                  otherwise deal in real and personal estate and property, and
                  to appoint such officers and agents as the business of the
                  Corporation shall require, to make by-laws not inconsistent
                  with the Constitution or laws of the United States or of this
                  State, to discount bills, notes or other evidences of debt, to
                  receive deposits of money, or securities for money, to buy
                  gold and silver bullion and foreign coins, to buy and sell
                  bills of exchange, and generally to use,
   5
                  exercise and enjoy all the powers, rights, privileges and
                  franchises incident to a corporation which are proper or
                  necessary for the transaction of the business of the
                  Corporation hereby created.

                  (2) To insure titles to real and personal property, or any
                  estate or interests therein, and to guarantee the holder of
                  such property, real or personal, against any claim or claims,
                  adverse to his interest therein, and to prepare and give
                  certificates of title for any lands or premises in the State
                  of Delaware, or elsewhere.

                  (3) To act as factor, agent, broker or attorney in the
                  receipt, collection, custody, investment and management of
                  funds, and the purchase, sale, management and disposal of
                  property of all descriptions, and to prepare and execute all
                  papers which may be necessary or proper in such business.

                  (4) To prepare and draw agreements, contracts, deeds, leases,
                  conveyances, mortgages, bonds and legal papers of every
                  description, and to carry on the business of conveyancing in
                  all its branches.

                  (5) To receive upon deposit for safekeeping money, jewelry,
                  plate, deeds, bonds and any and all other personal property of
                  every sort and kind, from executors, administrators,
                  guardians, public officers, courts, receivers, assignees,
                  trustees, and from all fiduciaries, and from all other persons
                  and individuals, and from all corporations whether state,
                  municipal, corporate or private, and to rent boxes, safes,
                  vaults and other receptacles for such property.

                  (6) To act as agent or otherwise for the purpose of
                  registering, issuing, certificating, countersigning,
                  transferring or underwriting the stock, bonds or other
                  obligations of any corporation, association, state or
                  municipality, and may receive and manage any sinking fund
                  therefor on such terms as may be agreed upon between the two
                  parties, and in like manner may act as Treasurer of any
                  corporation or municipality.

                  (7) To act as Trustee under any deed of trust, mortgage, bond
                  or other instrument issued by any state, municipality, body
                  politic, corporation, association or person, either alone or
                  in conjunction with any other person or persons, corporation
                  or corporations.

                  (8) To guarantee the validity, performance or effect of any
                  contract or agreement, and the fidelity of persons holding
                  places of responsibility or trust; to become surety for any
                  person, or persons, for the faithful performance of any trust,
                  office, duty, contract or agreement, either by itself or in
                  conjunction with any other person, or persons, corporation, or
                  corporations, or in like manner become surety upon any bond,
                  recognizance, obligation, judgment, suit, order, or decree to
                  be entered in any court of record within the State of Delaware
                  or elsewhere, or which may now or hereafter be required by any
                  law, judge, officer or court in the State of Delaware or
                  elsewhere.

                                        2
   6
                  (9) To act by any and every method of appointment as trustee,
                  trustee in bankruptcy, receiver, assignee, assignee in
                  bankruptcy, executor, administrator, guardian, bailee, or in
                  any other trust capacity in the receiving, holding, managing,
                  and disposing of any and all estates and property, real,
                  personal or mixed, and to be appointed as such trustee,
                  trustee in bankruptcy, receiver, assignee, assignee in
                  bankruptcy, executor, administrator, guardian or bailee by any
                  persons, corporations, court, officer, or authority, in the
                  State of Delaware or elsewhere; and whenever this Corporation
                  is so appointed by any person, corporation, court, officer or
                  authority such trustee, trustee in bankruptcy, receiver,
                  assignee, assignee in bankruptcy, executor, administrator,
                  guardian, bailee, or in any other trust capacity, it shall not
                  be required to give bond with surety, but its capital stock
                  shall be taken and held as security for the performance of the
                  duties devolving upon it by such appointment.

                  (10) And for its care, management and trouble, and the
                  exercise of any of its powers hereby given, or for the
                  performance of any of the duties which it may undertake or be
                  called upon to perform, or for the assumption of any
                  responsibility the said Corporation may be entitled to receive
                  a proper compensation.

                  (11) To purchase, receive, hold and own bonds, mortgages,
                  debentures, shares of capital stock, and other securities,
                  obligations, contracts and evidences of indebtedness, of any
                  private, public or municipal corporation within and without
                  the State of Delaware, or of the Government of the United
                  States, or of any state, territory, colony, or possession
                  thereof, or of any foreign government or country; to receive,
                  collect, receipt for, and dispose of interest, dividends and
                  income upon and from any of the bonds, mortgages, debentures,
                  notes, shares of capital stock, securities, obligations,
                  contracts, evidences of indebtedness and other property held
                  and owned by it, and to exercise in respect of all such bonds,
                  mortgages, debentures, notes, shares of capital stock,
                  securities, obligations, contracts, evidences of indebtedness
                  and other property, any and all the rights, powers and
                  privileges of individual owners thereof, including the right
                  to vote thereon; to invest and deal in and with any of the
                  moneys of the Corporation upon such securities and in such
                  manner as it may think fit and proper, and from time to time
                  to vary or realize such investments; to issue bonds and secure
                  the same by pledges or deeds of trust or mortgages of or upon
                  the whole or any part of the property held or owned by the
                  Corporation, and to sell and pledge such bonds, as and when
                  the Board of Directors shall determine, and in the promotion
                  of its said corporate business of investment and to the extent
                  authorized by law, to lease, purchase, hold, sell, assign,
                  transfer, pledge, mortgage and convey real and personal
                  property of any name and nature and any estate or interest
                  therein.

         (b) In furtherance of, and not in limitation, of the powers conferred
         by the laws of the State of Delaware, it is hereby expressly provided
         that the said Corporation shall also have the following powers:

                  (1) To do any or all of the things herein set forth, to the
                  same extent as natural


                                        3
   7
                  persons might or could do, and in any part of the world.

                  (2) To acquire the good will, rights, property and franchises
                  and to undertake the whole or any part of the assets and
                  liabilities of any person, firm, association or corporation,
                  and to pay for the same in cash, stock of this Corporation,
                  bonds or otherwise; to hold or in any manner to dispose of the
                  whole or any part of the property so purchased; to conduct in
                  any lawful manner the whole or any part of any business so
                  acquired, and to exercise all the powers necessary or
                  convenient in and about the conduct and management of such
                  business.

                  (3) To take, hold, own, deal in, mortgage or otherwise lien,
                  and to lease, sell, exchange, transfer, or in any manner
                  whatever dispose of property, real, personal or mixed,
                  wherever situated.

                  (4) To enter into, make, perform and carry out contracts of
                  every kind with any person, firm, association or corporation,
                  and, without limit as to amount, to draw, make, accept,
                  endorse, discount, execute and issue promissory notes, drafts,
                  bills of exchange, warrants, bonds, debentures, and other
                  negotiable or transferable instruments.

                  (5) To have one or more offices, to carry on all or any of its
                  operations and businesses, without restriction to the same
                  extent as natural persons might or could do, to purchase or
                  otherwise acquire, to hold, own, to mortgage, sell, convey or
                  otherwise dispose of, real and personal property, of every
                  class and description, in any State, District, Territory or
                  Colony of the United States, and in any foreign country or
                  place.

                  (6) It is the intention that the objects, purposes and powers
                  specified and clauses contained in this paragraph shall
                  (except where otherwise expressed in said paragraph) be nowise
                  limited or restricted by reference to or inference from the
                  terms of any other clause of this or any other paragraph in
                  this charter, but that the objects, purposes and powers
                  specified in each of the clauses of this paragraph shall be
                  regarded as independent objects, purposes and powers.

         FOURTH: - (a) The total number of shares of all classes of stock which
         the Corporation shall have authority to issue is forty-one million
         (41,000,000) shares, consisting of:


                  (1) One million (1,000,000) shares of Preferred stock, par
                  value $10.00 per share (hereinafter referred to as "Preferred
                  Stock"); and

                  (2) Forty million (40,000,000) shares of Common Stock, par
                  value $1.00 per share (hereinafter referred to as "Common
                  Stock").

         (b) Shares of Preferred Stock may be issued from time to time in one or
         more series as may from time to time be determined by the Board of
         Directors each of said series to be distinctly designated. All shares
         of any one series of Preferred Stock shall be alike in every
         particular, except that there may be different dates from which
         dividends, if

                                        4
   8
         any, thereon shall be cumulative, if made cumulative. The voting powers
         and the preferences and relative, participating, optional and other
         special rights of each such series, and the qualifications, limitations
         or restrictions thereof, if any, may differ from those of any and all
         other series at any time outstanding; and, subject to the provisions of
         subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of
         Directors of the Corporation is hereby expressly granted authority to
         fix by resolution or resolutions adopted prior to the issuance of any
         shares of a particular series of Preferred Stock, the voting powers and
         the designations, preferences and relative, optional and other special
         rights, and the qualifications, limitations and restrictions of such
         series, including, but without limiting the generality of the
         foregoing, the following:

                  (1) The distinctive designation of, and the number of shares
                  of Preferred Stock which shall constitute such series, which
                  number may be increased (except where otherwise provided by
                  the Board of Directors) or decreased (but not below the number
                  of shares thereof then outstanding) from time to time by like
                  action of the Board of Directors;

                  (2) The rate and times at which, and the terms and conditions
                  on which, dividends, if any, on Preferred Stock of such series
                  shall be paid, the extent of the preference or relation, if
                  any, of such dividends to the dividends payable on any other
                  class or classes, or series of the same or other class of
                  stock and whether such dividends shall be cumulative or
                  non-cumulative;

                  (3) The right, if any, of the holders of Preferred Stock of
                  such series to convert the same into or exchange the same for,
                  shares of any other class or classes or of any series of the
                  same or any other class or classes of stock of the Corporation
                  and the terms and conditions of such conversion or exchange;

                  (4) Whether or not Preferred Stock of such series shall be
                  subject to redemption, and the redemption price or prices and
                  the time or times at which, and the terms and conditions on
                  which, Preferred Stock of such series may be redeemed.

                  (5) The rights, if any, of the holders of Preferred Stock of
                  such series upon the voluntary or involuntary liquidation,
                  merger, consolidation, distribution or sale of assets,
                  dissolution or winding-up, of the Corporation.

                  (6) The terms of the sinking fund or redemption or purchase
                  account, if any, to be provided for the Preferred Stock of
                  such series; and

                  (7) The voting powers, if any, of the holders of such series
                  of Preferred Stock which may, without limiting the generality
                  of the foregoing include the right, voting as a series or by
                  itself or together with other series of Preferred Stock or all
                  series of Preferred Stock as a class, to elect one or more
                  directors of the Corporation if there shall have been a
                  default in the payment of dividends on any one or more series
                  of Preferred Stock or under such circumstances and on such
                  conditions as the Board of Directors may determine.


                                        5
   9
         (c) (1) After the requirements with respect to preferential dividends
         on the Preferred Stock (fixed in accordance with the provisions of
         section (b) of this Article FOURTH), if any, shall have been met and
         after the Corporation shall have complied with all the requirements, if
         any, with respect to the setting aside of sums as sinking funds or
         redemption or purchase accounts (fixed in accordance with the
         provisions of section (b) of this Article FOURTH), and subject further
         to any conditions which may be fixed in accordance with the provisions
         of section (b) of this Article FOURTH, then and not otherwise the
         holders of Common Stock shall be entitled to receive such dividends as
         may be declared from time to time by the Board of Directors.

                  (2) After distribution in full of the preferential amount, if
                  any, (fixed in accordance with the provisions of section (b)
                  of this Article FOURTH), to be distributed to the holders of
                  Preferred Stock in the event of voluntary or involuntary
                  liquidation, distribution or sale of assets, dissolution or
                  winding- up, of the Corporation, the holders of the Common
                  Stock shall be entitled to receive all of the remaining assets
                  of the Corporation, tangible and intangible, of whatever kind
                  available for distribution to stockholders ratably in
                  proportion to the number of shares of Common Stock held by
                  them respectively.

                  (3) Except as may otherwise be required by law or by the
                  provisions of such resolution or resolutions as may be adopted
                  by the Board of Directors pursuant to section (b) of this
                  Article FOURTH, each holder of Common Stock shall have one
                  vote in respect of each share of Common Stock held on all
                  matters voted upon by the stockholders.

         (d) No holder of any of the shares of any class or series of stock or
         of options, warrants or other rights to purchase shares of any class or
         series of stock or of other securities of the Corporation shall have
         any preemptive right to purchase or subscribe for any unissued stock of
         any class or series or any additional shares of any class or series to
         be issued by reason of any increase of the authorized capital stock of
         the Corporation of any class or series, or bonds, certificates of
         indebtedness, debentures or other securities convertible into or
         exchangeable for stock of the Corporation of any class or series, or
         carrying any right to purchase stock of any class or series, but any
         such unissued stock, additional authorized issue of shares of any class
         or series of stock or securities convertible into or exchangeable for
         stock, or carrying any right to purchase stock, may be issued and
         disposed of pursuant to resolution of the Board of Directors to such
         persons, firms, corporations or associations, whether such holders or
         others, and upon such terms as may be deemed advisable by the Board of
         Directors in the exercise of its sole discretion.

         (e) The relative powers, preferences and rights of each series of
         Preferred Stock in relation to the relative powers, preferences and
         rights of each other series of Preferred Stock shall, in each case, be
         as fixed from time to time by the Board of Directors in the resolution
         or resolutions adopted pursuant to authority granted in section (b) of
         this Article FOURTH and the consent, by class or series vote or
         otherwise, of the holders of such of the series of Preferred Stock as
         are from time to time outstanding shall not be required for the
         issuance by the Board of Directors of any other series of Preferred


                                        6
   10
         Stock whether or not the powers, preferences and rights of such other
         series shall be fixed by the Board of Directors as senior to, or on a
         parity with, the powers, preferences and rights of such outstanding
         series, or any of them; provided, however, that the Board of Directors
         may provide in the resolution or resolutions as to any series of
         Preferred Stock adopted pursuant to section (b) of this Article FOURTH
         that the consent of the holders of a majority (or such greater
         proportion as shall be therein fixed) of the outstanding shares of such
         series voting thereon shall be required for the issuance of any or all
         other series of Preferred Stock.

         (f) Subject to the provisions of section (e), shares of any series of
         Preferred Stock may be issued from time to time as the Board of
         Directors of the Corporation shall determine and on such terms and for
         such consideration as shall be fixed by the Board of Directors.

         (g) Shares of Common Stock may be issued from time to time as the Board
         of Directors of the Corporation shall determine and on such terms and
         for such consideration as shall be fixed by the Board of Directors.

         (h) The authorized amount of shares of Common Stock and of Preferred
         Stock may, without a class or series vote, be increased or decreased
         from time to time by the affirmative vote of the holders of a majority
         of the stock of the Corporation entitled to vote thereon.

         FIFTH: - (a) The business and affairs of the Corporation shall be
         conducted and managed by a Board of Directors. The number of directors
         constituting the entire Board shall be not less than five nor more than
         twenty-five as fixed from time to time by vote of a majority of the
         whole Board, provided, however, that the number of directors shall not
         be reduced so as to shorten the term of any director at the time in
         office, and provided further, that the number of directors constituting
         the whole Board shall be twenty-four until otherwise fixed by a
         majority of the whole Board.

         (b) The Board of Directors shall be divided into three classes, as
         nearly equal in number as the then total number of directors
         constituting the whole Board permits, with the term of office of one
         class expiring each year. At the annual meeting of stockholders in
         1982, directors of the first class shall be elected to hold office for
         a term expiring at the next succeeding annual meeting, directors of the
         second class shall be elected to hold office for a term expiring at the
         second succeeding annual meeting and directors of the third class shall
         be elected to hold office for a term expiring at the third succeeding
         annual meeting. Any vacancies in the Board of Directors for any reason,
         and any newly created directorships resulting from any increase in the
         directors, may be filled by the Board of Directors, acting by a
         majority of the directors then in office, although less than a quorum,
         and any directors so chosen shall hold office until the next annual
         election of directors. At such election, the stockholders shall elect a
         successor to such director to hold office until the next election of
         the class for which such director shall have been chosen and until his
         successor shall be elected and qualified. No decrease in the number of
         directors shall shorten the term of any incumbent director.


                                        7
   11
         (c) Notwithstanding any other provisions of this Charter or Act of
         Incorporation or the By-Laws of the Corporation (and notwithstanding
         the fact that some lesser percentage may be specified by law, this
         Charter or Act of Incorporation or the By- Laws of the Corporation),
         any director or the entire Board of Directors of the Corporation may be
         removed at any time without cause, but only by the affirmative vote of
         the holders of two-thirds or more of the outstanding shares of capital
         stock of the Corporation entitled to vote generally in the election of
         directors (considered for this purpose as one class) cast at a meeting
         of the stockholders called for that purpose.

         (d) Nominations for the election of directors may be made by the Board
         of Directors or by any stockholder entitled to vote for the election of
         directors. Such nominations shall be made by notice in writing,
         delivered or mailed by first class United States mail, postage prepaid,
         to the Secretary of the Corporation not less than 14 days nor more than
         50 days prior to any meeting of the stockholders called for the
         election of directors; provided, however, that if less than 21 days'
         notice of the meeting is given to stockholders, such written notice
         shall be delivered or mailed, as prescribed, to the Secretary of the
         Corporation not later than the close of the seventh day following the
         day on which notice of the meeting was mailed to stockholders. Notice
         of nominations which are proposed by the Board of Directors shall be
         given by the Chairman on behalf of the Board.

         (e) Each notice under subsection (d) shall set forth (i) the name, age,
         business address and, if known, residence address of each nominee
         proposed in such notice, (ii) the principal occupation or employment of
         such nominee and (iii) the number of shares of stock of the Corporation
         which are beneficially owned by each such nominee.

         (f) The Chairman of the meeting may, if the facts warrant, determine
         and declare to the meeting that a nomination was not made in accordance
         with the foregoing procedure, and if he should so determine, he shall
         so declare to the meeting and the defective nomination shall be
         disregarded.

         (g) No action required to be taken or which may be taken at any annual
         or special meeting of stockholders of the Corporation may be taken
         without a meeting, and the power of stockholders to consent in writing,
         without a meeting, to the taking of any action is specifically denied.

         SIXTH: - The Directors shall choose such officers, agents and servants
         as may be provided in the By-Laws as they may from time to time find
         necessary or proper.

         SEVENTH: - The Corporation hereby created is hereby given the same
         powers, rights and privileges as may be conferred upon corporations
         organized under the Act entitled "An Act Providing a General
         Corporation Law", approved March 10, 1899, as from time to time
         amended.

         EIGHTH: - This Act shall be deemed and taken to be a private Act.

         NINTH: - This Corporation is to have perpetual existence.


                                        8
   12
         TENTH: - The Board of Directors, by resolution passed by a majority of
         the whole Board, may designate any of their number to constitute an
         Executive Committee, which Committee, to the extent provided in said
         resolution, or in the By-Laws of the Company, shall have and may
         exercise all of the powers of the Board of Directors in the management
         of the business and affairs of the Corporation, and shall have power to
         authorize the seal of the Corporation to be affixed to all papers which
         may require it.

         ELEVENTH: - The private property of the stockholders shall not be
         liable for the payment of corporate debts to any extent whatever.

         TWELFTH: - The Corporation may transact business in any part of the
         world.

         THIRTEENTH: - The Board of Directors of the Corporation is expressly
         authorized to make, alter or repeal the By-Laws of the Corporation by a
         vote of the majority of the entire Board. The stockholders may make,
         alter or repeal any By-Law whether or not adopted by them, provided
         however, that any such additional By-Laws, alterations or repeal may be
         adopted only by the affirmative vote of the holders of two-thirds or
         more of the outstanding shares of capital stock of the Corporation
         entitled to vote generally in the election of directors (considered for
         this purpose as one class).

         FOURTEENTH: - Meetings of the Directors may be held outside of the
         State of Delaware at such places as may be from time to time designated
         by the Board, and the Directors may keep the books of the Company
         outside of the State of Delaware at such places as may be from time to
         time designated by them.

         FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
         law, and except as otherwise expressly provided in sections (b) and (c)
         of this Article FIFTEENTH:

                  (A) any merger or consolidation of the Corporation or any
                  Subsidiary (as hereinafter defined) with or into (i) any
                  Interested Stockholder (as hereinafter defined) or (ii) any
                  other corporation (whether or not itself an Interested
                  Stockholder), which, after such merger or consolidation, would
                  be an Affiliate (as hereinafter defined) of an Interested
                  Stockholder, or

                  (B) any sale, lease, exchange, mortgage, pledge, transfer or
                  other disposition (in one transaction or a series of related
                  transactions) to or with any Interested Stockholder or any
                  Affiliate of any Interested Stockholder of any assets of the
                  Corporation or any Subsidiary having an aggregate fair market
                  value of $1,000,000 or more, or

                  (C) the issuance or transfer by the Corporation or any
                  Subsidiary (in one transaction or a series of related
                  transactions) of any securities of the Corporation or any
                  Subsidiary to any Interested Stockholder or any Affiliate of
                  any Interested Stockholder in exchange for cash, securities or
                  other property (or a combination thereof) having an aggregate
                  fair market value of $1,000,000 or more, or

                  (D) the adoption of any plan or proposal for the liquidation
                  or dissolution of the


                                        9
   13
                  Corporation, or

                  (E) any reclassification of securities (including any reverse
                  stock split), or recapitalization of the Corporation, or any
                  merger or consolidation of the Corporation with any of its
                  Subsidiaries or any similar transaction (whether or not with
                  or into or otherwise involving an Interested Stockholder)
                  which has the effect, directly or indirectly, of increasing
                  the proportionate share of the outstanding shares of any class
                  of equity or convertible securities of the Corporation or any
                  Subsidiary which is directly or indirectly owned by any
                  Interested Stockholder, or any Affiliate of any Interested
                  Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

                           (2) The term "business combination" as used in this
                           Article FIFTEENTH shall mean any transaction which is
                           referred to in any one or more of clauses (A) through
                           (E) of paragraph 1 of the section (a).

                  (b) The provisions of section (a) of this Article FIFTEENTH
                  shall not be applicable to any particular business combination
                  and such business combination shall require only such
                  affirmative vote as is required by law and any other
                  provisions of the Charter or Act of Incorporation or By-Laws
                  if such business combination has been approved by a majority
                  of the whole Board.

                  (c) For the purposes of this Article FIFTEENTH:

         (1) A "person" shall mean any individual, firm, corporation or other
         entity.

         (2) "Interested Stockholder" shall mean, in respect of any business
         combination, any person (other than the Corporation or any Subsidiary)
         who or which as of the record date for the determination of
         stockholders entitled to notice of and to vote on such business
         combination, or immediately prior to the consummation of any such
         transaction:

                  (A) is the beneficial owner, directly or indirectly, of more
                  than 10% of the Voting Shares, or

                  (B) is an Affiliate of the Corporation and at any time within
                  two years prior thereto was the beneficial owner, directly or
                  indirectly, of not less than 10% of the then outstanding
                  voting Shares, or

                  (C) is an assignee of or has otherwise succeeded in any share
                  of capital stock of the Corporation which were at any time
                  within two years prior thereto


                                       10
   14
                  beneficially owned by any Interested Stockholder, and such
                  assignment or succession shall have occurred in the course of
                  a transaction or series of transactions not involving a public
                  offering within the meaning of the Securities Act of 1933.

         (3) A person shall be the "beneficial owner" of any Voting Shares:

                  (A) which such person or any of its Affiliates and Associates
                  (as hereafter defined) beneficially own, directly or
                  indirectly, or

                  (B) which such person or any of its Affiliates or Associates
                  has (i) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time),
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or (ii) the right to vote
                  pursuant to any agreement, arrangement or understanding, or

                  (C) which are beneficially owned, directly or indirectly, by
                  any other person with which such first mentioned person or any
                  of its Affiliates or Associates has any agreement, arrangement
                  or understanding for the purpose of acquiring, holding, voting
                  or disposing of any shares of capital stock of the
                  Corporation.

         (4) The outstanding Voting Shares shall include shares deemed owned
         through application of paragraph (3) above but shall not include any
         other Voting Shares which may be issuable pursuant to any agreement, or
         upon exercise of conversion rights, warrants or options or otherwise.

         (5) "Affiliate" and "Associate" shall have the respective meanings
         given those terms in Rule 12b-2 of the General Rules and Regulations
         under the Securities Exchange Act of 1934, as in effect on December 31,
         1981.

         (6) "Subsidiary" shall mean any corporation of which a majority of any
         class of equity security (as defined in Rule 3a11-1 of the General
         Rules and Regulations under the Securities Exchange Act of 1934, as in
         effect on December 31, 1981) is owned, directly or indirectly, by the
         Corporation; provided, however, that for the purposes of the definition
         of Investment Stockholder set forth in paragraph (2) of this section
         (c), the term "Subsidiary" shall mean only a corporation of which a
         majority of each class of equity security is owned, directly or
         indirectly, by the Corporation.

                  (d) majority of the directors shall have the power and duty to
                  determine for the purposes of this Article FIFTEENTH on the
                  basis of information known to them, (1) the number of Voting
                  Shares beneficially owned by any person (2) whether a person
                  is an Affiliate or Associate of another, (3) whether a person
                  has an agreement, arrangement or understanding with another as
                  to the matters referred to in paragraph (3) of section (c), or
                  (4) whether the assets subject to any business combination or
                  the consideration received for the issuance or transfer of
                  securities by the Corporation, or any Subsidiary has an
                  aggregate fair market


                                       11
   15
                  value of $1,000,000 or more.

                  (e) Nothing contained in this Article FIFTEENTH shall be
                  construed to relieve any Interested Stockholder from any
                  fiduciary obligation imposed by law.

         SIXTEENTH: Notwithstanding any other provision of this Charter or Act
         of Incorporation or the By-Laws of the Corporation (and in addition to
         any other vote that may be required by law, this Charter or Act of
         Incorporation by the By-Laws), the affirmative vote of the holders of
         at least two-thirds of the outstanding shares of the capital stock of
         the Corporation entitled to vote generally in the election of directors
         (considered for this purpose as one class) shall be required to amend,
         alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH
         or SIXTEENTH of this Charter or Act of Incorporation.

         SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
         the Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a Director, except to the extent such exemption from
         liability or limitation thereof is not permitted under the Delaware
         General Corporation Laws as the same exists or may hereafter be
         amended.

                  (b) Any repeal or modification of the foregoing paragraph
                  shall not adversely affect any right or protection of a
                  Director of the Corporation existing hereunder with respect to
                  any act or omission occurring prior to the time of such repeal
                  or modification."


                                       12
   16
                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                         AS EXISTING ON JANUARY 20, 2000
   17
                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

         Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

         Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

         Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

         Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.


                                   ARTICLE II
                                    DIRECTORS

         Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank. No more than two Directors may
also be employees of the Company or any affiliate thereof.

         Section 2. No person who has attained the age of seventy-two (72) years
shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971. The Chairman of the
Board of Directors shall not be qualified to continue to serve as a Director
upon the termination for any reason of his or her services in that office.

         Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

         Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

         Section 5. The Board of Directors shall meet at the principal office of
the Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.
   18
         Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

         Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

         Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

         Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

         Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

         Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

         Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or divisions of the Company as it may deem
advisable.


                                        2
   19
                                   ARTICLE III
                                   COMMITTEES

         Section 1. Executive Committee

                  (A) The Executive Committee shall be composed of not more than
nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                  (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

                  (C) The Executive Committee shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Executive
Committee or at the call of the Chairman of the Board of Directors. The majority
of its members shall be necessary to constitute a quorum for the transaction of
business. Special meetings of the Executive Committee may be held at any time
when a quorum is present.

                  (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                  (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

                  (F) In the event of a state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of the Company
by its directors and officers as contemplated by these By-Laws any two available
members of the Executive Committee as constituted immediately prior to such
disaster shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
provisions of Article III of these By-Laws; and if less than three members of
the Trust Committee is constituted immediately prior to such disaster shall be
available for the transaction of its business, such Executive Committee shall
also be empowered to exercise all of the powers reserved to the Trust Committee
under Article III Section 2 hereof. In the event of the unavailability, at such
time, of a minimum of two members of such Executive Committee, any three
available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the foregoing provisions of this Section. This By-Law shall be subject to
implementation by Resolutions of the Board of Directors presently existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementary
Resolutions shall be suspended during such a disaster period until it shall be
determined by any interim Executive


                                        3
   20
Committee acting under this section that it shall be to the advantage of the
Company to resume the conduct and management of its affairs and business under
all of the other provisions of these By-Laws.

         Section 2. Audit Committee

                  (A) The Audit Committee shall be composed of five members who
shall be selected by the Board of Directors from its own members, none of whom
shall be an officer of the Company, and shall hold office at the pleasure of the
Board.

                  (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

                  (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

         Section 3. Compensation Committee

                  (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

                  (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                  (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.


                                        4
   21
         Section 4. Associate Directors

                  (A) Any person who has served as a director may be elected by
the Board of Directors as an associate director, to serve during the pleasure of
the Board.

                  (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

         Section 5. Absence or Disqualification of Any Member of a Committee

                  (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.


                                   ARTICLE IV
                                    OFFICERS

         Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

         Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

         Section 3. The President shall have the powers and duties pertaining to
the office of the President conferred or imposed upon him by statute or assigned
to him by the Board of Directors. In the absence of the Chairman of the Board
the President shall have the powers and duties of the Chairman of the Board.

         Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.


                                        5
   22
         Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

         Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

         Section 7. The Treasurer shall have general supervision over all assets
and liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

         Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

         There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

         Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

         There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

         Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.

                                        6
   23
         Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.


                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

         Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

         Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

         Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.


                                   ARTICLE VI
                                      SEAL

         Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words
                   "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."


                                   ARTICLE VII
                                   FISCAL YEAR


                                        7
   24

         Section 1. The fiscal year of the Company shall be the calendar year.


                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

         Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.


                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

         Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.


                                    ARTICLE X
                                 INDEMNIFICATION

         Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit

                                        8
   25
plans, against all liability and loss suffered and expenses reasonably incurred
by such person. The Corporation shall indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the Corporation.

                  (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

                  (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification of payment of expenses under
applicable law.

                  (D) The rights conferred on any person by this Article X shall
not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Charter or Act of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

                  (E) Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
repeal or modification.


                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

         Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of Directors by a vote of the majority of all the members
of the Board of Directors then in office.


                                        9
   26
                                            EXHIBIT C


                             SECTION 321(b) CONSENT


         Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.



                                          WILMINGTON TRUST COMPANY


Dated: August 31, 2001                    By:  /s/ David A. Vanaskey, Jr.
                                             -----------------------------------
                                           Name: David A. Vanaskey, Jr.
                                           Title: Vice President
   27
                                    EXHIBIT D

                                     NOTICE


                  This form is intended to assist state nonmember
                  banks and savings banks with state publication
                  requirements. It has not been approved by any
                  state banking authorities. Refer to your
                  appropriate state banking authorities for your
                  state publication requirements.



R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------------    ------------------
                 Name of Bank


                         City

in the State of   DELAWARE  , at the close of business on December 31, 2000.
                ------------





ASSETS
                                                                                                 Thousands of dollars
                                                                                           
Cash and balances due from depository institutions:
            Noninterest-bearing balances and currency and coins..............                                 218,332
            Interest-bearing balances........................................                                       0
Held-to-maturity securities..................................................                                  19,838
Available-for-sale securities................................................                               1,378,378
Federal funds sold and securities purchased under agreements to resell.......                                 463,241
Loans and lease financing receivables:
            Loans and leases, net of unearned income ........................     4,724,939
            LESS:  Allowance for loan and lease losses ......................        70,118
            LESS:  Allocated transfer risk reserve ..........................             0
            Loans and leases, net of unearned income, allowance, and reserve.                               4,654,821
Assets held in trading accounts..............................................                                       0
Premises and fixed assets (including capitalized leases).....................                                 124,599
Other real estate owned......................................................                                     661
Investments in unconsolidated subsidiaries and associated companies..........                                   1,697
Customers' liability to this bank on acceptances outstanding.................                                       0

   28
                                                                                                         
Intangible assets............................................................                                   4,727
Other assets.................................................................                                 133,523
Total assets.................................................................                               6,999,817




                                                          CONTINUED ON NEXT PAGE


                                       2
   29


LIABILITIES
                                                                                                      
Deposits:
In domestic offices..........................................................                               5,238,186
            Noninterest-bearing .............................................       988,834
            Interest-bearing ................................................     4,249,352
Federal funds purchased and Securities sold under agreements to repurchase...                                 404,964
Demand notes issued to the U.S. Treasury.....................................                                  30,757
Trading liabilities (from Schedule RC-D).....................................                                       0
Other borrowed money:........................................................                                 ///////
            With original maturity of one year or less.......................                                 662,000
            With original maturity of more than one year.....................                                  43,000
Bank's liability on acceptances executed and outstanding.....................                                       0
Subordinated notes and debentures............................................                                       0
Other liabilities (from Schedule RC-G).......................................                                139, 606
Total liabilities............................................................                               6,518,513


EQUITY CAPITAL

Perpetual preferred stock and related surplus................................                                       0
Common Stock.................................................................                                     500
Surplus (exclude all surplus related to preferred stock).....................                                  62,118
Undivided profits and capital reserves.......................................                                 423,463
Net unrealized holding gains (losses) on available-for-sale securities.......                                 (4,777)
Total equity capital.........................................................                                 481,304
Total liabilities, limited-life preferred stock, and equity capital..........                               6,999,817






                                        3

EX-25.3

   1
                                                                    Exhibit 25.3

                                       Registration No.
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                         51-0055023
(State of incorporation)                 (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                           AMERICA WEST AIRLINES, INC.

               (Exact name of obligor as specified in its charter)

       Delaware                                         86-0418245
(State of incorporation)                    (I.R.S. employer identification no.)

       4000 E. Sky Harbor Boulevard
       Phoenix, Arizona                                 85034-3899

(Address of principal executive offices)                (Zip Code)


                    PASS THROUGH CERTIFICATES, SERIES 2001-1D

                       (Title of the indenture securities)


================================================================================
   2
ITEM 1.  GENERAL INFORMATION.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  Federal Deposit Insurance Co.      State Bank Commissioner
                  Five Penn Center                   Dover, Delaware
                  Suite #2901
                  Philadelphia, PA

         (b)      Whether it is authorized to exercise corporate trust powers.

                  The trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

                  If the obligor is an affiliate of the trustee, describe each
         affiliation:

                  Based upon an examination of the books and records of the
         trustee and upon information furnished by the obligor, the obligor is
         not an affiliate of the trustee.

ITEM 3.  LIST OF EXHIBITS.

                  List below all exhibits filed as part of this Statement of
         Eligibility and Qualification.

         A.       Copy of the Charter of Wilmington Trust Company, which
                  includes the certificate of authority of Wilmington Trust
                  Company to commence business and the authorization of
                  Wilmington Trust Company to exercise corporate trust powers.

         B.       Copy of By-Laws of Wilmington Trust Company.

         C.       Consent of Wilmington Trust Company required by Section 321(b)
                  of Trust Indenture Act.

         D.       Copy of most recent Report of Condition of Wilmington Trust
                  Company.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 31st day
of August, 2001.

                                         WILMINGTON TRUST COMPANY

[SEAL]

Attest: /s/ Rosemary Pantano             By: /s/ David A. Vanaskey, Jr.
       ------------------------------       ---------------------------
       Assistant Secretary               Name: David A. Vanaskey, Jr.
                                         Title:  Vice President


                                        2
   3
                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987
   4
                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

         WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

         FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

         SECOND: - The location of its principal office in the State of Delaware
         is at Rodney Square North, in the City of Wilmington, County of New
         Castle; the name of its resident agent is WILMINGTON TRUST COMPANY
         whose address is Rodney Square North, in said City. In addition to such
         principal office, the said corporation maintains and operates branch
         offices in the City of Newark, New Castle County, Delaware, the Town of
         Newport, New Castle County, Delaware, at Claymont, New Castle County,
         Delaware, at Greenville, New Castle County Delaware, and at Milford
         Cross Roads, New Castle County, Delaware, and shall be empowered to
         open, maintain and operate branch offices at Ninth and Shipley Streets,
         418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in
         the City of Wilmington, New Castle County, Delaware, and such other
         branch offices or places of business as may be authorized from time to
         time by the agency or agencies of the government of the State of
         Delaware empowered to confer such authority.

         THIRD: - (a) The nature of the business and the objects and purposes
         proposed to be transacted, promoted or carried on by this Corporation
         are to do any or all of the things herein mentioned as fully and to the
         same extent as natural persons might or could do and in any part of the
         world, viz.:

                  (1) To sue and be sued, complain and defend in any Court of
                  law or equity and to make and use a common seal, and alter the
                  seal at pleasure, to hold, purchase, convey, mortgage or
                  otherwise deal in real and personal estate and property, and
                  to appoint such officers and agents as the business of the
                  Corporation shall require, to make by-laws not inconsistent
                  with the Constitution or laws of the United States or of this
                  State, to discount bills, notes or other evidences of debt, to
                  receive deposits of money, or securities for money, to buy
                  gold and silver bullion and foreign coins, to buy and sell
                  bills of exchange, and generally to use,
   5
                  exercise and enjoy all the powers, rights, privileges and
                  franchises incident to a corporation which are proper or
                  necessary for the transaction of the business of the
                  Corporation hereby created.

                  (2) To insure titles to real and personal property, or any
                  estate or interests therein, and to guarantee the holder of
                  such property, real or personal, against any claim or claims,
                  adverse to his interest therein, and to prepare and give
                  certificates of title for any lands or premises in the State
                  of Delaware, or elsewhere.

                  (3) To act as factor, agent, broker or attorney in the
                  receipt, collection, custody, investment and management of
                  funds, and the purchase, sale, management and disposal of
                  property of all descriptions, and to prepare and execute all
                  papers which may be necessary or proper in such business.

                  (4) To prepare and draw agreements, contracts, deeds, leases,
                  conveyances, mortgages, bonds and legal papers of every
                  description, and to carry on the business of conveyancing in
                  all its branches.

                  (5) To receive upon deposit for safekeeping money, jewelry,
                  plate, deeds, bonds and any and all other personal property of
                  every sort and kind, from executors, administrators,
                  guardians, public officers, courts, receivers, assignees,
                  trustees, and from all fiduciaries, and from all other persons
                  and individuals, and from all corporations whether state,
                  municipal, corporate or private, and to rent boxes, safes,
                  vaults and other receptacles for such property.

                  (6) To act as agent or otherwise for the purpose of
                  registering, issuing, certificating, countersigning,
                  transferring or underwriting the stock, bonds or other
                  obligations of any corporation, association, state or
                  municipality, and may receive and manage any sinking fund
                  therefor on such terms as may be agreed upon between the two
                  parties, and in like manner may act as Treasurer of any
                  corporation or municipality.

                  (7) To act as Trustee under any deed of trust, mortgage, bond
                  or other instrument issued by any state, municipality, body
                  politic, corporation, association or person, either alone or
                  in conjunction with any other person or persons, corporation
                  or corporations.

                  (8) To guarantee the validity, performance or effect of any
                  contract or agreement, and the fidelity of persons holding
                  places of responsibility or trust; to become surety for any
                  person, or persons, for the faithful performance of any trust,
                  office, duty, contract or agreement, either by itself or in
                  conjunction with any other person, or persons, corporation, or
                  corporations, or in like manner become surety upon any bond,
                  recognizance, obligation, judgment, suit, order, or decree to
                  be entered in any court of record within the State of Delaware
                  or elsewhere, or which may now or hereafter be required by any
                  law, judge, officer or court in the State of Delaware or
                  elsewhere.

                                       2
   6
                  (9) To act by any and every method of appointment as trustee,
                  trustee in bankruptcy, receiver, assignee, assignee in
                  bankruptcy, executor, administrator, guardian, bailee, or in
                  any other trust capacity in the receiving, holding, managing,
                  and disposing of any and all estates and property, real,
                  personal or mixed, and to be appointed as such trustee,
                  trustee in bankruptcy, receiver, assignee, assignee in
                  bankruptcy, executor, administrator, guardian or bailee by any
                  persons, corporations, court, officer, or authority, in the
                  State of Delaware or elsewhere; and whenever this Corporation
                  is so appointed by any person, corporation, court, officer or
                  authority such trustee, trustee in bankruptcy, receiver,
                  assignee, assignee in bankruptcy, executor, administrator,
                  guardian, bailee, or in any other trust capacity, it shall not
                  be required to give bond with surety, but its capital stock
                  shall be taken and held as security for the performance of the
                  duties devolving upon it by such appointment.

                  (10) And for its care, management and trouble, and the
                  exercise of any of its powers hereby given, or for the
                  performance of any of the duties which it may undertake or be
                  called upon to perform, or for the assumption of any
                  responsibility the said Corporation may be entitled to receive
                  a proper compensation.

                  (11) To purchase, receive, hold and own bonds, mortgages,
                  debentures, shares of capital stock, and other securities,
                  obligations, contracts and evidences of indebtedness, of any
                  private, public or municipal corporation within and without
                  the State of Delaware, or of the Government of the United
                  States, or of any state, territory, colony, or possession
                  thereof, or of any foreign government or country; to receive,
                  collect, receipt for, and dispose of interest, dividends and
                  income upon and from any of the bonds, mortgages, debentures,
                  notes, shares of capital stock, securities, obligations,
                  contracts, evidences of indebtedness and other property held
                  and owned by it, and to exercise in respect of all such bonds,
                  mortgages, debentures, notes, shares of capital stock,
                  securities, obligations, contracts, evidences of indebtedness
                  and other property, any and all the rights, powers and
                  privileges of individual owners thereof, including the right
                  to vote thereon; to invest and deal in and with any of the
                  moneys of the Corporation upon such securities and in such
                  manner as it may think fit and proper, and from time to time
                  to vary or realize such investments; to issue bonds and secure
                  the same by pledges or deeds of trust or mortgages of or upon
                  the whole or any part of the property held or owned by the
                  Corporation, and to sell and pledge such bonds, as and when
                  the Board of Directors shall determine, and in the promotion
                  of its said corporate business of investment and to the extent
                  authorized by law, to lease, purchase, hold, sell, assign,
                  transfer, pledge, mortgage and convey real and personal
                  property of any name and nature and any estate or interest
                  therein.

         (b) In furtherance of, and not in limitation, of the powers conferred
         by the laws of the State of Delaware, it is hereby expressly provided
         that the said Corporation shall also have the following powers:

                  (1) To do any or all of the things herein set forth, to the
                  same extent as natural

                                       3
   7
                  persons might or could do, and in any part of the world.

                  (2) To acquire the good will, rights, property and franchises
                  and to undertake the whole or any part of the assets and
                  liabilities of any person, firm, association or corporation,
                  and to pay for the same in cash, stock of this Corporation,
                  bonds or otherwise; to hold or in any manner to dispose of the
                  whole or any part of the property so purchased; to conduct in
                  any lawful manner the whole or any part of any business so
                  acquired, and to exercise all the powers necessary or
                  convenient in and about the conduct and management of such
                  business.

                  (3) To take, hold, own, deal in, mortgage or otherwise lien,
                  and to lease, sell, exchange, transfer, or in any manner
                  whatever dispose of property, real, personal or mixed,
                  wherever situated.

                  (4) To enter into, make, perform and carry out contracts of
                  every kind with any person, firm, association or corporation,
                  and, without limit as to amount, to draw, make, accept,
                  endorse, discount, execute and issue promissory notes, drafts,
                  bills of exchange, warrants, bonds, debentures, and other
                  negotiable or transferable instruments.

                  (5) To have one or more offices, to carry on all or any of its
                  operations and businesses, without restriction to the same
                  extent as natural persons might or could do, to purchase or
                  otherwise acquire, to hold, own, to mortgage, sell, convey or
                  otherwise dispose of, real and personal property, of every
                  class and description, in any State, District, Territory or
                  Colony of the United States, and in any foreign country or
                  place.

                  (6) It is the intention that the objects, purposes and powers
                  specified and clauses contained in this paragraph shall
                  (except where otherwise expressed in said paragraph) be nowise
                  limited or restricted by reference to or inference from the
                  terms of any other clause of this or any other paragraph in
                  this charter, but that the objects, purposes and powers
                  specified in each of the clauses of this paragraph shall be
                  regarded as independent objects, purposes and powers.

         FOURTH: - (a) The total number of shares of all classes of stock which
         the Corporation shall have authority to issue is forty-one million
         (41,000,000) shares, consisting of:

                  (1) One million (1,000,000) shares of Preferred stock, par
                  value $10.00 per share (hereinafter referred to as "Preferred
                  Stock"); and

                  (2) Forty million (40,000,000) shares of Common Stock, par
                  value $1.00 per share (hereinafter referred to as "Common
                  Stock").

         (b) Shares of Preferred Stock may be issued from time to time in one or
         more series as may from time to time be determined by the Board of
         Directors each of said series to be distinctly designated. All shares
         of any one series of Preferred Stock shall be alike in every
         particular, except that there may be different dates from which
         dividends, if


                                       4
   8
         any, thereon shall be cumulative, if made cumulative. The voting powers
         and the preferences and relative, participating, optional and other
         special rights of each such series, and the qualifications, limitations
         or restrictions thereof, if any, may differ from those of any and all
         other series at any time outstanding; and, subject to the provisions of
         subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of
         Directors of the Corporation is hereby expressly granted authority to
         fix by resolution or resolutions adopted prior to the issuance of any
         shares of a particular series of Preferred Stock, the voting powers and
         the designations, preferences and relative, optional and other special
         rights, and the qualifications, limitations and restrictions of such
         series, including, but without limiting the generality of the
         foregoing, the following:

                  (1) The distinctive designation of, and the number of shares
                  of Preferred Stock which shall constitute such series, which
                  number may be increased (except where otherwise provided by
                  the Board of Directors) or decreased (but not below the number
                  of shares thereof then outstanding) from time to time by like
                  action of the Board of Directors;

                  (2) The rate and times at which, and the terms and conditions
                  on which, dividends, if any, on Preferred Stock of such series
                  shall be paid, the extent of the preference or relation, if
                  any, of such dividends to the dividends payable on any other
                  class or classes, or series of the same or other class of
                  stock and whether such dividends shall be cumulative or
                  non-cumulative;

                  (3) The right, if any, of the holders of Preferred Stock of
                  such series to convert the same into or exchange the same for,
                  shares of any other class or classes or of any series of the
                  same or any other class or classes of stock of the Corporation
                  and the terms and conditions of such conversion or exchange;

                  (4) Whether or not Preferred Stock of such series shall be
                  subject to redemption, and the redemption price or prices and
                  the time or times at which, and the terms and conditions on
                  which, Preferred Stock of such series may be redeemed.

                  (5) The rights, if any, of the holders of Preferred Stock of
                  such series upon the voluntary or involuntary liquidation,
                  merger, consolidation, distribution or sale of assets,
                  dissolution or winding-up, of the Corporation.

                  (6) The terms of the sinking fund or redemption or purchase
                  account, if any, to be provided for the Preferred Stock of
                  such series; and

                  (7) The voting powers, if any, of the holders of such series
                  of Preferred Stock which may, without limiting the generality
                  of the foregoing include the right, voting as a series or by
                  itself or together with other series of Preferred Stock or all
                  series of Preferred Stock as a class, to elect one or more
                  directors of the Corporation if there shall have been a
                  default in the payment of dividends on any one or more series
                  of Preferred Stock or under such circumstances and on such
                  conditions as the Board of Directors may determine.

                                       5
   9
         (c) (1) After the requirements with respect to preferential dividends
         on the Preferred Stock (fixed in accordance with the provisions of
         section (b) of this Article FOURTH), if any, shall have been met and
         after the Corporation shall have complied with all the requirements, if
         any, with respect to the setting aside of sums as sinking funds or
         redemption or purchase accounts (fixed in accordance with the
         provisions of section (b) of this Article FOURTH), and subject further
         to any conditions which may be fixed in accordance with the provisions
         of section (b) of this Article FOURTH, then and not otherwise the
         holders of Common Stock shall be entitled to receive such dividends as
         may be declared from time to time by the Board of Directors.

                  (2) After distribution in full of the preferential amount, if
                  any, (fixed in accordance with the provisions of section (b)
                  of this Article FOURTH), to be distributed to the holders of
                  Preferred Stock in the event of voluntary or involuntary
                  liquidation, distribution or sale of assets, dissolution or
                  winding- up, of the Corporation, the holders of the Common
                  Stock shall be entitled to receive all of the remaining assets
                  of the Corporation, tangible and intangible, of whatever kind
                  available for distribution to stockholders ratably in
                  proportion to the number of shares of Common Stock held by
                  them respectively.

                  (3) Except as may otherwise be required by law or by the
                  provisions of such resolution or resolutions as may be adopted
                  by the Board of Directors pursuant to section (b) of this
                  Article FOURTH, each holder of Common Stock shall have one
                  vote in respect of each share of Common Stock held on all
                  matters voted upon by the stockholders.

         (d) No holder of any of the shares of any class or series of stock or
         of options, warrants or other rights to purchase shares of any class or
         series of stock or of other securities of the Corporation shall have
         any preemptive right to purchase or subscribe for any unissued stock of
         any class or series or any additional shares of any class or series to
         be issued by reason of any increase of the authorized capital stock of
         the Corporation of any class or series, or bonds, certificates of
         indebtedness, debentures or other securities convertible into or
         exchangeable for stock of the Corporation of any class or series, or
         carrying any right to purchase stock of any class or series, but any
         such unissued stock, additional authorized issue of shares of any class
         or series of stock or securities convertible into or exchangeable for
         stock, or carrying any right to purchase stock, may be issued and
         disposed of pursuant to resolution of the Board of Directors to such
         persons, firms, corporations or associations, whether such holders or
         others, and upon such terms as may be deemed advisable by the Board of
         Directors in the exercise of its sole discretion.

         (e) The relative powers, preferences and rights of each series of
         Preferred Stock in relation to the relative powers, preferences and
         rights of each other series of Preferred Stock shall, in each case, be
         as fixed from time to time by the Board of Directors in the resolution
         or resolutions adopted pursuant to authority granted in section (b) of
         this Article FOURTH and the consent, by class or series vote or
         otherwise, of the holders of such of the series of Preferred


                                       6
   10
         Stock as are from time to time outstanding shall not be required for
         the issuance by the Board of Directors of any other series of Preferred
         Stock whether or not the powers, preferences and rights of such other
         series shall be fixed by the Board of Directors as senior to, or on a
         parity with, the powers, preferences and rights of such outstanding
         series, or any of them; provided, however, that the Board of Directors
         may provide in the resolution or resolutions as to any series of
         Preferred Stock adopted pursuant to section (b) of this Article FOURTH
         that the consent of the holders of a majority (or such greater
         proportion as shall be therein fixed) of the outstanding shares of such
         series voting thereon shall be required for the issuance of any or all
         other series of Preferred Stock.

         (f) Subject to the provisions of section (e), shares of any series of
         Preferred Stock may be issued from time to time as the Board of
         Directors of the Corporation shall determine and on such terms and for
         such consideration as shall be fixed by the Board of Directors.

         (g) Shares of Common Stock may be issued from time to time as the Board
         of Directors of the Corporation shall determine and on such terms and
         for such consideration as shall be fixed by the Board of Directors.

         (h) The authorized amount of shares of Common Stock and of Preferred
         Stock may, without a class or series vote, be increased or decreased
         from time to time by the affirmative vote of the holders of a majority
         of the stock of the Corporation entitled to vote thereon.

         FIFTH: - (a) The business and affairs of the Corporation shall be
         conducted and managed by a Board of Directors. The number of directors
         constituting the entire Board shall be not less than five nor more than
         twenty-five as fixed from time to time by vote of a majority of the
         whole Board, provided, however, that the number of directors shall not
         be reduced so as to shorten the term of any director at the time in
         office, and provided further, that the number of directors constituting
         the whole Board shall be twenty-four until otherwise fixed by a
         majority of the whole Board.

         (b) The Board of Directors shall be divided into three classes, as
         nearly equal in number as the then total number of directors
         constituting the whole Board permits, with the term of office of one
         class expiring each year. At the annual meeting of stockholders in
         1982, directors of the first class shall be elected to hold office for
         a term expiring at the next succeeding annual meeting, directors of the
         second class shall be elected to hold office for a term expiring at the
         second succeeding annual meeting and directors of the third class shall
         be elected to hold office for a term expiring at the third succeeding
         annual meeting. Any vacancies in the Board of Directors for any reason,
         and any newly created directorships resulting from any increase in the
         directors, may be filled by the Board of Directors, acting by a
         majority of the directors then in office, although less than a quorum,
         and any directors so chosen shall hold office until the next annual
         election of directors. At such election, the stockholders shall elect a
         successor to such director to hold office until the next election of
         the class for which such director shall have been chosen and until his
         successor shall be elected and qualified. No decrease in the number of
         directors shall shorten the term of any incumbent director.

                                       7
   11
         (c) Notwithstanding any other provisions of this Charter or Act of
         Incorporation or the By-Laws of the Corporation (and notwithstanding
         the fact that some lesser percentage may be specified by law, this
         Charter or Act of Incorporation or the By- Laws of the Corporation),
         any director or the entire Board of Directors of the Corporation may be
         removed at any time without cause, but only by the affirmative vote of
         the holders of two-thirds or more of the outstanding shares of capital
         stock of the Corporation entitled to vote generally in the election of
         directors (considered for this purpose as one class) cast at a meeting
         of the stockholders called for that purpose.

         (d) Nominations for the election of directors may be made by the Board
         of Directors or by any stockholder entitled to vote for the election of
         directors. Such nominations shall be made by notice in writing,
         delivered or mailed by first class United States mail, postage prepaid,
         to the Secretary of the Corporation not less than 14 days nor more than
         50 days prior to any meeting of the stockholders called for the
         election of directors; provided, however, that if less than 21 days'
         notice of the meeting is given to stockholders, such written notice
         shall be delivered or mailed, as prescribed, to the Secretary of the
         Corporation not later than the close of the seventh day following the
         day on which notice of the meeting was mailed to stockholders. Notice
         of nominations which are proposed by the Board of Directors shall be
         given by the Chairman on behalf of the Board.

         (e) Each notice under subsection (d) shall set forth (i) the name, age,
         business address and, if known, residence address of each nominee
         proposed in such notice, (ii) the principal occupation or employment of
         such nominee and (iii) the number of shares of stock of the Corporation
         which are beneficially owned by each such nominee.

         (f) The Chairman of the meeting may, if the facts warrant, determine
         and declare to the meeting that a nomination was not made in accordance
         with the foregoing procedure, and if he should so determine, he shall
         so declare to the meeting and the defective nomination shall be
         disregarded.

         (g) No action required to be taken or which may be taken at any annual
         or special meeting of stockholders of the Corporation may be taken
         without a meeting, and the power of stockholders to consent in writing,
         without a meeting, to the taking of any action is specifically denied.

         SIXTH: - The Directors shall choose such officers, agents and servants
         as may be provided in the By-Laws as they may from time to time find
         necessary or proper.

         SEVENTH: - The Corporation hereby created is hereby given the same
         powers, rights and privileges as may be conferred upon corporations
         organized under the Act entitled "An Act Providing a General
         Corporation Law", approved March 10, 1899, as from time to time
         amended.

         EIGHTH: - This Act shall be deemed and taken to be a private Act.

         NINTH: - This Corporation is to have perpetual existence.

                                       8
   12
         TENTH: - The Board of Directors, by resolution passed by a majority of
         the whole Board, may designate any of their number to constitute an
         Executive Committee, which Committee, to the extent provided in said
         resolution, or in the By-Laws of the Company, shall have and may
         exercise all of the powers of the Board of Directors in the management
         of the business and affairs of the Corporation, and shall have power to
         authorize the seal of the Corporation to be affixed to all papers which
         may require it.

         ELEVENTH: - The private property of the stockholders shall not be
         liable for the payment of corporate debts to any extent whatever.

         TWELFTH: - The Corporation may transact business in any part of the
         world.

         THIRTEENTH: - The Board of Directors of the Corporation is expressly
         authorized to make, alter or repeal the By-Laws of the Corporation by a
         vote of the majority of the entire Board. The stockholders may make,
         alter or repeal any By-Law whether or not adopted by them, provided
         however, that any such additional By-Laws, alterations or repeal may be
         adopted only by the affirmative vote of the holders of two-thirds or
         more of the outstanding shares of capital stock of the Corporation
         entitled to vote generally in the election of directors (considered for
         this purpose as one class).

         FOURTEENTH: - Meetings of the Directors may be held outside of the
         State of Delaware at such places as may be from time to time designated
         by the Board, and the Directors may keep the books of the Company
         outside of the State of Delaware at such places as may be from time to
         time designated by them.

         FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
         law, and except as otherwise expressly provided in sections (b) and (c)
         of this Article FIFTEENTH:

                  (A) any merger or consolidation of the Corporation or any
                  Subsidiary (as hereinafter defined) with or into (i) any
                  Interested Stockholder (as hereinafter defined) or (ii) any
                  other corporation (whether or not itself an Interested
                  Stockholder), which, after such merger or consolidation, would
                  be an Affiliate (as hereinafter defined) of an Interested
                  Stockholder, or

                  (B) any sale, lease, exchange, mortgage, pledge, transfer or
                  other disposition (in one transaction or a series of related
                  transactions) to or with any Interested Stockholder or any
                  Affiliate of any Interested Stockholder of any assets of the
                  Corporation or any Subsidiary having an aggregate fair market
                  value of $1,000,000 or more, or

                  (C) the issuance or transfer by the Corporation or any
                  Subsidiary (in one transaction or a series of related
                  transactions) of any securities of the Corporation or any
                  Subsidiary to any Interested Stockholder or any Affiliate of
                  any Interested Stockholder in exchange for cash, securities or
                  other property (or a combination thereof) having an aggregate
                  fair market value of $1,000,000 or more, or

                  (D) the adoption of any plan or proposal for the liquidation
                  or dissolution of the

                                       9
   13
                  Corporation, or

                  (E) any reclassification of securities (including any reverse
                  stock split), or recapitalization of the Corporation, or any
                  merger or consolidation of the Corporation with any of its
                  Subsidiaries or any similar transaction (whether or not with
                  or into or otherwise involving an Interested Stockholder)
                  which has the effect, directly or indirectly, of increasing
                  the proportionate share of the outstanding shares of any class
                  of equity or convertible securities of the Corporation or any
                  Subsidiary which is directly or indirectly owned by any
                  Interested Stockholder, or any Affiliate of any Interested
                  Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

                           (2) The term "business combination" as used in this
                           Article FIFTEENTH shall mean any transaction which is
                           referred to in any one or more of clauses (A) through
                           (E) of paragraph 1 of the section (a).

                  (b) The provisions of section (a) of this Article FIFTEENTH
                  shall not be applicable to any particular business combination
                  and such business combination shall require only such
                  affirmative vote as is required by law and any other
                  provisions of the Charter or Act of Incorporation or By-Laws
                  if such business combination has been approved by a majority
                  of the whole Board.

                  (c) For the purposes of this Article FIFTEENTH:

         (1) A "person" shall mean any individual, firm, corporation or other
         entity.

         (2) "Interested Stockholder" shall mean, in respect of any business
         combination, any person (other than the Corporation or any Subsidiary)
         who or which as of the record date for the determination of
         stockholders entitled to notice of and to vote on such business
         combination, or immediately prior to the consummation of any such
         transaction:

                  (A) is the beneficial owner, directly or indirectly, of more
                  than 10% of the Voting Shares, or

                  (B) is an Affiliate of the Corporation and at any time within
                  two years prior thereto was the beneficial owner, directly or
                  indirectly, of not less than 10% of the then outstanding
                  voting Shares, or

                  (C) is an assignee of or has otherwise succeeded in any share
                  of capital stock of the Corporation which were at any time
                  within two years prior thereto


                                       10
   14
                  beneficially owned by any Interested Stockholder, and such
                  assignment or succession shall have occurred in the course of
                  a transaction or series of transactions not involving a public
                  offering within the meaning of the Securities Act of 1933.

         (3) A person shall be the "beneficial owner" of any Voting Shares:

                  (A) which such person or any of its Affiliates and Associates
                  (as hereafter defined) beneficially own, directly or
                  indirectly, or

                  (B) which such person or any of its Affiliates or Associates
                  has (i) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time),
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or (ii) the right to vote
                  pursuant to any agreement, arrangement or understanding, or

                  (C) which are beneficially owned, directly or indirectly, by
                  any other person with which such first mentioned person or any
                  of its Affiliates or Associates has any agreement, arrangement
                  or understanding for the purpose of acquiring, holding, voting
                  or disposing of any shares of capital stock of the
                  Corporation.

         (4) The outstanding Voting Shares shall include shares deemed owned
         through application of paragraph (3) above but shall not include any
         other Voting Shares which may be issuable pursuant to any agreement, or
         upon exercise of conversion rights, warrants or options or otherwise.

         (5) "Affiliate" and "Associate" shall have the respective meanings
         given those terms in Rule 12b-2 of the General Rules and Regulations
         under the Securities Exchange Act of 1934, as in effect on December 31,
         1981.

         (6) "Subsidiary" shall mean any corporation of which a majority of any
         class of equity security (as defined in Rule 3a11-1 of the General
         Rules and Regulations under the Securities Exchange Act of 1934, as in
         effect on December 31, 1981) is owned, directly or indirectly, by the
         Corporation; provided, however, that for the purposes of the definition
         of Investment Stockholder set forth in paragraph (2) of this section
         (c), the term "Subsidiary" shall mean only a corporation of which a
         majority of each class of equity security is owned, directly or
         indirectly, by the Corporation.

                  (d) majority of the directors shall have the power and duty to
                  determine for the purposes of this Article FIFTEENTH on the
                  basis of information known to them, (1) the number of Voting
                  Shares beneficially owned by any person (2) whether a person
                  is an Affiliate or Associate of another, (3) whether a person
                  has an agreement, arrangement or understanding with another as
                  to the matters referred to in paragraph (3) of section (c), or
                  (4) whether the assets subject to any business combination or
                  the consideration received for the issuance or transfer of
                  securities by the Corporation, or any Subsidiary has an
                  aggregate fair market


                                       11
   15
                  value of $1,000,000 or more.

                  (e) Nothing contained in this Article FIFTEENTH shall be
                  construed to relieve any Interested Stockholder from any
                  fiduciary obligation imposed by law.

         SIXTEENTH: Notwithstanding any other provision of this Charter or Act
         of Incorporation or the By-Laws of the Corporation (and in addition to
         any other vote that may be required by law, this Charter or Act of
         Incorporation by the By-Laws), the affirmative vote of the holders of
         at least two-thirds of the outstanding shares of the capital stock of
         the Corporation entitled to vote generally in the election of directors
         (considered for this purpose as one class) shall be required to amend,
         alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH
         or SIXTEENTH of this Charter or Act of Incorporation.

         SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
         the Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a Director, except to the extent such exemption from
         liability or limitation thereof is not permitted under the Delaware
         General Corporation Laws as the same exists or may hereafter be
         amended.

                  (b) Any repeal or modification of the foregoing paragraph
                  shall not adversely affect any right or protection of a
                  Director of the Corporation existing hereunder with respect to
                  any act or omission occurring prior to the time of such repeal
                  or modification."




                                       12
   16
                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                         AS EXISTING ON JANUARY 20, 2000
   17
                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

         Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

         Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

         Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

         Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

         Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank. No more than two Directors may
also be employees of the Company or any affiliate thereof.

         Section 2. No person who has attained the age of seventy-two (72) years
shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971. The Chairman of the
Board of Directors shall not be qualified to continue to serve as a Director
upon the termination for any reason of his or her services in that office.

         Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

         Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

         Section 5. The Board of Directors shall meet at the principal office of
the Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.
   18
         Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

         Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

         Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

         Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

         Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

         Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

         Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or divisions of the Company as it may deem
advisable.

                                        2
   19
                                   ARTICLE III
                                   COMMITTEES

         Section 1. Executive Committee

                  (A) The Executive Committee shall be composed of not more than
nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                  (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

                  (C) The Executive Committee shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Executive
Committee or at the call of the Chairman of the Board of Directors. The majority
of its members shall be necessary to constitute a quorum for the transaction of
business. Special meetings of the Executive Committee may be held at any time
when a quorum is present.

                  (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                  (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

                  (F) In the event of a state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of the Company
by its directors and officers as contemplated by these By-Laws any two available
members of the Executive Committee as constituted immediately prior to such
disaster shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
provisions of Article III of these By-Laws; and if less than three members of
the Trust Committee is constituted immediately prior to such disaster shall be
available for the transaction of its business, such Executive Committee shall
also be empowered to exercise all of the powers reserved to the Trust Committee
under Article III Section 2 hereof. In the event of the unavailability, at such
time, of a minimum of two members of such Executive Committee, any three
available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the foregoing provisions of this Section. This By-Law shall be subject to
implementation by Resolutions of the Board of Directors presently existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementary
Resolutions shall be suspended during such a disaster period until it shall be
determined by any interim Executive


                                       3
   20
Committee acting under this section that it shall be to the advantage of the
Company to resume the conduct and management of its affairs and business under
all of the other provisions of these By-Laws.

         Section 2. Audit Committee

                  (A) The Audit Committee shall be composed of five members who
shall be selected by the Board of Directors from its own members, none of whom
shall be an officer of the Company, and shall hold office at the pleasure of the
Board.

                  (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

                  (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

         Section 3. Compensation Committee

                  (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

                  (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                  (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.


                                       4
   21
         Section 4. Associate Directors

                  (A) Any person who has served as a director may be elected by
the Board of Directors as an associate director, to serve during the pleasure of
the Board.

                  (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

         Section 5. Absence or Disqualification of Any Member of a Committee

                  (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

                                   ARTICLE IV
                                    OFFICERS

         Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

         Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

         Section 3. The President shall have the powers and duties pertaining to
the office of the President conferred or imposed upon him by statute or assigned
to him by the Board of Directors. In the absence of the Chairman of the Board
the President shall have the powers and duties of the Chairman of the Board.

         Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.



                                       5
   22
         Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

         Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

         Section 7. The Treasurer shall have general supervision over all assets
and liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

         Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

         There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

         Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

         There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

         Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.

                                       6
   23
         Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

         Section 1. Shares of stock shall be transferable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

         Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

         Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

         Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words
                   "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."


                                   ARTICLE VII
                                   FISCAL YEAR


                                       7
   24
         Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

         Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

         Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION

         Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit

                                       8
   25
plans, against all liability and loss suffered and expenses reasonably incurred
by such person. The Corporation shall indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the Corporation.

                  (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

                  (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification of payment of expenses under
applicable law.

                  (D) The rights conferred on any person by this Article X shall
not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Charter or Act of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

                  (E) Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

         Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of Directors by a vote of the majority of all the members
of the Board of Directors then in office.



                                       9
   26
                                                                       EXHIBIT C

                             SECTION 321(B) CONSENT

         Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                          WILMINGTON TRUST COMPANY

Dated: August 31, 2001                    By:    /s/ David A. Vanaskey, Jr.
                                              ----------------------------------
                                              Name: David A. Vanaskey, Jr.
                                              Title: Vice President
   27
                                    EXHIBIT D
                                     NOTICE

         This form is intended to assist state nonmember banks and savings banks
         with state publication requirements. It has not been approved by any
         state banking authorities. Refer to your appropriate state banking
         authorities for your state publication requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------------    ------------------
                 Name of Bank

                   City

in the State of   DELAWARE  , at the close of business on December 31, 2000.



ASSETS


                                                                                               Thousands of dollars
                                                                                            
Cash and balances due from depository institutions:
            Noninterest-bearing balances and currency and coins.............................................218,332
            Interest-bearing balances...........................................................................  0
Held-to-maturity securities................................................................................. 19,838
Available-for-sale securities.............................................................................1,378,378
Federal funds sold and securities purchased under agreements to resell......................................463,241
Loans and lease financing receivables:
            Loans and leases, net of unearned income. . . . . . . 4,724,939
            LESS:  Allowance for loan and lease losses. . . . . .    70,118
            LESS:  Allocated transfer risk reserve. . . . . . . .         0
            Loans and leases, net of unearned income, allowance, and reserve..............................4,654,821
Assets held in trading accounts...................................................................................0
Premises and fixed assets (including capitalized leases)....................................................124,599
Other real estate owned......................................................................................   661
Investments in unconsolidated subsidiaries and associated companies...........................................1,697
Customers' liability to this bank on acceptances outstanding......................................................0

   28


                                                                                                       
Intangible assets............................................................................................ 4,727
Other assets............................................................................................... 133,523
Total assets..............................................................................................6,999,817




                                                          CONTINUED ON NEXT PAGE




                                       2
   29
LIABILITIES


                                                                                                       
Deposits:
In domestic offices.......................................................................................5,238,186
            Noninterest-bearing . . . . . . . .    988,834
            Interest-bearing. . . . . . . . . .  4,249,352
Federal funds purchased and Securities sold under agreements to repurchase................................. 404,964
Demand notes issued to the U.S. Treasury.....................................................................30,757
Trading liabilities (from Schedule RC-D)..........................................................................0
Other borrowed money:.......................................................................................///////
            With original maturity of one year or less......................................................662,000
            With original maturity of more than one year.....................................................43,000
Bank's liability on acceptances executed and outstanding..........................................................0
Subordinated notes and debentures.................................................................................0
Other liabilities (from Schedule RC-G).................................................................... 139, 606
Total liabilities.........................................................................................6,518,513


EQUITY CAPITAL

Perpetual preferred stock and related surplus.....................................................................0
Common Stock....................................................................................................500
Surplus (exclude all surplus related to preferred stock).....................................................62,118
Undivided profits and capital reserves......................................................................423,463
Net unrealized holding gains (losses) on available-for-sale securities......................................(4,777)
Total equity capital........................................................................................481,304
Total liabilities, limited-life preferred stock, and equity capital.......................................6,999,817



                                       3

EX-99.1

ex99-1

EX-99.2

ex99-2

EX-99.3

ex99-3

EX-99.4

ex99-4