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                                  EXHIBIT 4.6

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                          STOCKHOLDERS' AGREEMENT FOR
                       AMERICA WEST HOLDINGS CORPORATION

        THIS STOCKHOLDERS' AGREEMENT FOR AMERICA WEST HOLDINGS CORPORATION
(this "Agreement") is entered into as of this 19th day of December, 1996 by and
among TPG PARTNERS, L.P., a Texas limited partnership ("TPG Partners"), TPG
PARALLEL I, L.P., a Texas limited partnership ("TPG Parallel"), AIR PARTNERS
II, L.P., a Texas limited partnership ("Air Partners"), CONTINENTAL AIRLINES,
INC., a Delaware corporation ("Continental"), MESA AIRLINES, INC., a Delaware
corporation ("Mesa"), ROBERT A. EWERT, DAVID T. OBERGFELL, WILLIAM A. FRANKE
and AMERICA WEST HOLDINGS CORPORATION, a Delaware corporation (the "Company").

                             PRELIMINARY STATEMENTS

        1.      On June 27, 1991, America West Airlines, Inc., a Delaware
                corporation ("AWA"), filed a case seeking relief under Chapter
                11 of the Bankruptcy Code in the United States Bankruptcy Court
                for the District of Arizona (the "Bankruptcy Court").

        2.      On December 8, 1993, the Bankruptcy Court entered an order on
                Motion to Establish Procedures for submission of Investment
                Proposals (the "Procedures Order").

        3.      Pursuant to the Procedures Order, AmWest Partners, L.P., a Texas
                limited partnership ("AmWest") and AWA entered into that certain
                Third Revised Investment Agreement dated April 21, 1994 (the
                "Investment Agreement"), contemplating an investment by AmWest
                in AWA (the "Investment") and providing for the consummation of
                AWA's Plan on Reorganization (the "Plan").

        4.      On August 10, 1994, the Bankruptcy Court entered an order
                confirming the Plan.

        5.      In consideration of the Investment, AWA issued common stock of
                AWA ("AWA Common Stock") consisting of Class A Common Stock
                ("AWA Class A Common") and Class B Common Stock ("AWA Class B
                Common") and warrants to purchase Class B Common to AmWest and
                others.

        6.      Pursuant to Section 6(b) of the Investment Agreement, (i) the
                official Committee of Equity Holders of America West Airlines,
                Inc., appointed in AWA's Chapter 11 case (the "Equity
                Committee") appointed Robert A. Ewert as a Stockholder
                Representative, (ii) the Official Committee of Unsecured
                Creditors of America West Airlines, Inc., appointed in AWA's
                Chapter 11 case (the "Creditors' Committee") appointed David T.
                Obergfell as a Stockholder Representative and (iii) the Board of
                Directors of AWA, as

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         constituted prior to consummation of the Plan, appointed William A.
         Franke as a Stockholder Representative.

     7.  In connection with the closing of the transactions contemplated by the
         Investment Agreement and the Plan, AWA, AmWest, GPA Group plc, a
         corporation organized under the laws of Ireland ("GPA"), and the
         Stockholder Representatives referred to above entered into that certain
         Stockholders' Agreement for America West Airlines, Inc. (the "Existing
         Stockholders' Agreement") pursuant to Section 218(c) of Title 8 of the
         Delaware Code (the "General Corporation Law").

     8.  The rights of AmWest under the Existing Stockholders' Agreement have
         heretofore been assigned to, and assumed by, TPG Partners, TPG
         Parallel, Air Partners, Continental, and Mesa and the rights of GPA
         under the Existing Stockholders' Agreement have terminated.

     9.  The Company and AWA are parties to that certain Agreement and Plan of
         Merger (the "Merger Agreement") dated as of December 19, 1996,
         providing, among other things, for the merger (the "Merger") of AWA
         Merger, Inc., a Delaware corporation and a wholly-owned subsidiary of
         the Company ("Merger Sub"), with and into AWA, with AWA being the
         surviving corporation in the Merger (in such capacity, the "Surviving
         Corporation").

     10. Pursuant to the Merger Agreement, at the Effective Time (as defined in
         the Merger Agreement), (i) each issued and outstanding share of AWA
         Class A Common will be converted into the right to receive one share of
         Class A Common Stock of the Company ("Class A Common"), (ii) each
         issued and outstanding share of AWA Class B Common will be converted
         into the right to receive one share of Class B Common Stock of the
         Company ("Class B Common"), (iii) each issued and outstanding share of
         common stock of Merger Sub will be converted into the right to receive
         one share of the common stock of the Surviving Corporation and (iv)
         each issued and outstanding share of common stock of the Company will
         be canceled without any consideration being paid therefor.

     11. AWA currently has issued and outstanding warrants to purchase 8,180,086
         shares of AWA Class B Common (the "Warrants"), the terms of which are
         governed by that certain Warrant Agreement dated as of August 25, 1994
         between AWA and First Interstate Bank of California, as Agent (the
         "Warrant Agreement").

     12. Pursuant to the terms of the Warrant Agreement, as a result of the
         Merger, each of the Warrants will from and after the Effective Time
         represent the right to purchase a share of Class B Common from AWA.

     13. The parties hereto have agreed to enter into this Agreement pursuant to
         Section 218(c) of the General Corporation Law.


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         NOW, THEREFORE, in consideration of the premises herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Capitalized terms used in this Agreement and not otherwise defined
herein shall have the following respective meanings, except as otherwise
provided herein or as the context shall otherwise require:

         "Affiliate" shall mean (i) when used with reference to any partnership,
     any person or entity that, directly or indirectly, owns or controls ten
     percent or more of either the capital or profit interests of such
     partnership or is a partner of such partnership or is a person or entity in
     which such partnership has a ten percent or greater direct or indirect
     equity interest, and (ii) when used with reference to any corporation, any
     person or entity that, directly or indirectly, owns or controls ten percent
     or more of the outstanding voting securities of such corporation or is a
     person or entity in which such corporation has a ten percent or greater
     direct or indirect equity interest. In addition, the term "Affiliate," when
     used with reference to any person or entity, shall also mean any other
     person or entity that, directly or indirectly, controls or is controlled by
     or is under common control with such person or entity. As used in the
     preceding sentence, (A) the term "control" means the possession, directly
     or indirectly, of the power to direct or cause the direction of the
     management and policies of the entity referred to, whether through
     ownership of voting securities, by contract or otherwise, and (B) the terms
     "controlling" and "controls" shall have meanings correlative to the
     foregoing. Notwithstanding the foregoing, neither the Company nor any
     Fidelity Fund will be deemed to be an Affiliate of TPG Partners, TPG
     Parallel or Air Partners.

         "Agreement" shall have the meaning set forth in the introductory
paragraph hereof.

         "Air Partners" shall have the meaning set forth in the introductory
paragraph hereof.

         "Alliance Agreements" shall have the meaning set forth in the
Investment Agreement.

         "AmWest" shall have the meaning set forth in the Preliminary Statements
hereof.

         "AmWest Affiliates" shall mean AmWest GenPar, Inc., a Delaware
corporation, TPG Partners, TPG Parallel, Air Partners, Continental, and Mesa.

         "AmWest Director" shall mean a director of the Company designated by an
AmWest Affiliate pursuant to Section 2.01(a).


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         "Annual Meeting" shall mean an annual meeting of the shareholders of
the Company.

         "AWA" shall have the meaning set forth in the Preliminary Statements
hereof.

         "AWA Class A Common" shall have the meaning set forth in the
Preliminary Statements hereof.

         "AWA Class B Common" shall have the meaning set forth in the
Preliminary Statements hereof.

         "AWA Common Stock" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Bankruptcy Court" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Board" shall mean the Company's Board of Directors.

         "Bylaws" shall mean the Bylaws of the Company.

         "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Company.

         "Citizens of the United States" shall have the meaning set forth in
Section 1301, Title 49, United States Code, as now in effect or as it may
hereafter from time to time be amended.

         "Class A Common" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Class B Common" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Company" shall have the meaning set forth in the introductory
paragraph hereof.

         "Continental" shall have the meaning set forth in the introductory
paragraph hereof.

         "Creditors' Committee" shall have the meaning set forth in the
Preliminary Statements hereof.

         "Creditors' Committee Director" shall mean a director of the company
designated by the Creditors' Committee or otherwise pursuant to Section 2.01(b).


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         "Equity Committee" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Equity Committee Director" shall mean a director of the Company
designated by the Equity Committee or otherwise pursuant to Section 2.01(b).

         "Exchange Act" shall have the meaning set forth in Section 4.04.

         "Existing Stockholders' Agreement" shall have the meaning set forth in
the Preliminary Statements hereof.

         "Fidelity Fund" shall mean a fund or account managed or advised by
Fidelity Management Trust Company or any of its Affiliates or successors.

         "General Corporation Law" shall have the meaning set forth in the
Preliminary Statements hereof.

         "GPA" shall have the meaning set forth in the Preliminary Statements
hereof.

         "Independent Company Director" shall mean a director of the Company
designated pursuant to Section 2.01(b).

         "Independent Directors" shall mean, collectively, the Creditors'
Committee Directors, the Equity Committee Director, and the Independent Company
Director.

         "Investment" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Investment Agreement" shall have the meaning set forth in the
Preliminary Statements hereof.

         "Lehman" shall mean Lehman Brothers Inc. or any successor.

         "Merger" shall have the meaning set forth in the Preliminary Statements
hereof.

         "Merger Agreement" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Merger Sub" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Mesa" shall have the meaning set forth in the introductory paragraph
hereof.

         "Other Transaction" shall have the meaning set forth in Section 4.03.


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         "Plan" shall have the meaning set forth in the Preliminary Statements
hereof.

         "Primary Transaction" shall have the meaning set forth in Section 4.03.

         "Procedures Order" shall have the meaning set forth in the Preliminary
Statements hereof.

         "Public Offering" shall have the meaning set forth in Section 4.02.

         "Regulation 13D-G" shall have the meaning set forth in Section 4.04.

         "Rule 144" shall have the meaning set forth in Section 4.02.

         "Securities Act" shall have the meaning set forth in Section 4.02.

         "Stockholder Representatives" shall mean the persons identified as such
in the Preliminary Statements set forth above; provided, however, that in the
case of the death, resignation, removal or disability of a Stockholder
Representative, his or her successor shall be designated in the manner set forth
in Section 2.01(b), and upon providing a written acknowledgment to such effect
to all other parties hereto and agreeing to be bound and subject to the terms
hereof, shall become a Stockholder Representative.

         "Successor Independent Director" shall the meaning set forth in Section
2.01(b).

         "Surviving Corporation" shall have the meaning set forth in the
Preliminary Statements hereof.

         "Terminating Annual Meeting" shall mean the Annual Meeting held on the
day immediately following the Termination Date.

         "Termination Date" shall mean the day immediately preceding the date on
which the first Annual Meeting of the Company is held on or after August 25,
1997.

         "TPG Parallel" shall have the meaning set forth in the introductory
paragraph hereof.

         "TPG Partners" shall have the meaning set forth in the introductory
paragraph hereof.

                                   ARTICLE II

                  DESIGNATION AND VOTING FOR COMPANY DIRECTORS

         Section 2.01 Designation and Voting for Directors. Until the
Termination Date, subject to the exception set forth in Section 4.07(a), the
Board shall consist of up to 14 persons, of whom


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nine persons shall be AmWest Directors and five persons shall be Independent
Directors, all designated in accordance with the following procedure:

         (a) The AmWest Directors designated on Exhibit A hereto shall serve
     until the first Annual Meeting following the date hereof and until the
     successor to each such director shall be duly elected and qualified, or
     until their death, disability, removal or resignation. No less than 30 days
     in advance of each Annual Meeting prior to (but not including) the
     Terminating Annual Meeting, and no less than five days in advance of any
     other meeting of the Board prior to (but not including) the Terminating
     Annual Meeting at which a director will be elected to sit on the Board in a
     seat vacated by an AmWest Director because of death, disability, removal,
     resignation, or otherwise, the AmWest Affiliates shall give written notice
     to the other parties hereto designating the individual or individuals to
     serve as AmWest Directors. The Stockholder Representatives agree to
     recommend to the Independent Directors to vote or provide written consents
     in favor of such designees and to take any other action necessary to elect
     such designees.

         (b) Three Creditors' Committee Directors, one Equity Committee
     Director, and one Independent Company Director, each as designated on
     Exhibit A hereto, shall serve until the first Annual Meeting following the
     date hereof and until the successor to each such director shall be duly
     elected and qualified, or until their death, disability, removal or
     resignation. Until (but not including) the Terminating Annual Meeting, the
     Company shall nominate for reelection, and each of the AmWest Affiliates
     shall vote the Common Stock held and controlled by it in favor of, each
     Independent Director designated on Exhibit A for so long as he or she
     continues to serve on the Board. No less than five days in advance of any
     meeting of the Board prior to (but not including) the Terminating Annual
     Meeting at which a director will be elected to sit on the Board in a seat
     vacated by an Independent Director because of death, disability, removal,
     resignation, or otherwise (a "Successor Independent Director"), and no less
     than 30 days in advance of each Annual Meeting prior to (but not including)
     the Terminating Annual Meeting at which the term of any Successor
     Independent Director will expire, the Stockholder Representatives shall
     give written notice to the other parties hereto designating the individuals
     to serve as Independent Directors; provided, however, that (i) if the
     Creditors' Committee or the Equity Committee remain in effect, they shall
     have the right to designate the Creditors' Committee Directors and the
     Equity Committee Director, respectively, or the individuals to fill
     vacancies thereof, by giving written notice to the other parties hereto in
     accordance with the terms set forth above, and (ii) the Stockholder
     Representatives shall select any Successor Independent Director to replace
     the Independent Company Director from among the executive officers of the
     Company. Each of the AmWest Affiliates agrees to vote the Common Stock held
     and controlled by it and to cause the AmWest Directors to vote or provide
     written consents in favor of such designees and to take any other action
     necessary to elect such designees; provided, however, that each Independent
     Director shall be reasonably acceptable to the AmWest Affiliates at the
     time of his or her initial designation.


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         (c) Except as otherwise provided herein, each of the AmWest Affiliates
     and each of the Stockholder Representatives agrees to nominate or cause the
     nomination of the AmWest Directors and the Independent Directors,
     respectively, in accordance with the Bylaws.

         (d) Notwithstanding the foregoing, no party hereto shall be obligated
     to vote any shares for which the voting rights have been suspended, whether
     voluntarily or involuntarily.

         (e) In the event that the AmWest Affiliates, the Creditors' Committee
     or the Equity Committee (for so long as each is in existence and has the
     ability to designate a director as herein provided), or the Stockholder
     Representatives shall fail or refuse to designate a nominee to the Board
     for a position allocated to and to be filled by such group or entity as
     herein provided, such position shall not be filled and shall remain vacant
     unless and until such designation shall be made as herein provided.

         (f) The parties hereto agree (i) to vote the Common Stock held and
     controlled by them (other than stock held individually by any Stockholder
     Representative) in favor of the removal from the Board, upon notice by the
     group or entity having the right to designate such director under this
     Section 2.01 and requesting such removal, of any person or persons
     designated to the Board by such group or entity, and (ii) to vote the
     Common Stock held and controlled by them (other than stock held
     individually by any Stockholder Representative) and to cause (or in the
     case of the Stockholder Representatives, recommend to) the directors
     designated by them to vote or take such action as may be required under the
     General Corporation Law or otherwise to implement the provisions of this
     Agreement. The group or entity who has nominated any director in accordance
     with this Agreement shall have the exclusive right to remove or replace
     such director by written notice as herein provided; provided, however, that
     nothing in this agreement shall be construed to limit or prohibit the
     removal of any director for cause.

         Section 2.02 Citizenship of Directors. Until the Termination Date, at
least eight of the AmWest Directors, at least two of the Creditors' Committee
Directors, the Equity Committee Director, and the Independent Company Director
shall each be Citizens of the United States.

         Section 2.03 Restriction on Designation of AmWest Directors. Each of
the AmWest Affiliates agrees that no AmWest Director shall be an officer or
employee of Continental.

                                   ARTICLE III

                            VOTING ON CERTAIN MATTERS

         Section 3.01 Recusal of Certain Directors. Any director who is selected
by, or who is a director of, Continental shall recuse himself or herself from
voting on, or otherwise receiving any confidential information regarding,
matters in connection with negotiations between Continental and the Company or
AWA (including, without limitation, negotiation between Continental and AWA


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of the Alliance Agreements) and matters in connection with any action involving
direct competition between Continental and the Company or AWA. Any director who
is selected by, or who is a director, officer or employee of, Mesa shall recuse
himself or herself from voting on, or otherwise receiving any confidential
information regarding, matters in connection with negotiations between Mesa and
the Company or AWA (including, without limitation, negotiation between Mesa and
AWA of the Alliance Agreements) and matters in connection with any action
involving direct competition between Mesa and the Company or AWA.

         Section 3.02 Required Votes With Respect to Certain Matters. Until the
Termination Date, the affirmative vote of the holders of a majority of the
voting power of the outstanding shares of each class of common stock of the
Company entitled to vote (excluding any shares owned by any of the AmWest
Affiliates or any of their respective Affiliates, but not, however, excluding
shares owned, controlled or voted by Mesa or any of its transferees or
Affiliates that are not otherwise Affiliates of AmWest), voting as a single
class, shall be required to approve, adopt or authorize:

         (a)  any merger or consolidation of the Company or AWA with or into any
     of the AmWest Affiliates or any Affiliate of any of the AmWest Affiliates;

         (b) any sale, lease, exchange, transfer, or other disposition by the
     Company or AWA of all or any substantial part of its assets to any of the
     AmWest Affiliates or any Affiliate of any of the AmWest Affiliates;

         (c) any transaction with or involving the Company as a result of which
     the AmWest Affiliates or any of their respective Affiliates will, as a
     result of issuances of voting securities by the Company (or any other
     securities convertible into or exchangeable for such voting securities),
     acquire an increased percentage ownership of such voting securities, except
     for (i) the exercise of any of the Warrants, (ii) the conversion of Class A
     Common held by it to Class B Common, or (iii) otherwise pursuant to a
     transaction in which all holders of Class B Common may participate on a pro
     rata basis at the same price per share and on the same economic terms,
     including, without limitation, (A) a tender or exchange offer for all
     shares of the Common Stock and (B) a Public Offering; or

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

At the request of any party proposing such a transaction, subject to the Board
approving such request, the Company agrees to put to a vote of the shareholders
the approval of any transaction referred to in subparagraphs (a) through (d)
above (excluding the excepted transactions referred to in clauses (i), (ii), and
(iii) of subparagraph (c)) at the next regular or any duly convened special
meeting of the shareholders of the Company; provided, however, that, except to
the extent otherwise required by applicable law, the shareholder voting
requirements specified above shall not be applicable to a proposed action which
has been approved or recommended by at least three Independent Directors.


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                                   ARTICLE IV

                                FURTHER COVENANTS

         Section 4.01 Proportional Ownership of Class A Common and Class B
Common. None of the AmWest Affiliates or any of their respective Affiliates
shall sell or otherwise transfer any Common Stock (other than to an Affiliate of
the transferor) if, after giving effect thereto and to any related transaction
by such party, the total number of shares of Class B Common beneficially owned
by the transferor is less than twice the total number of shares of Class A
Common beneficially owned by the transferor; provided, however, that nothing
contained in this Section 4.01 shall prohibit any owner of Common Stock from
selling or otherwise transferring, in a single transaction or related series of
transactions, all shares of Common Stock owned by it, subject to the remaining
provisions of this Agreement.

         Section 4.02 Restrictions With Respect to Governing Documents and Sale
of Securities by AmWest Affiliates. Each of the AmWest Affiliates agrees that
its constituent documents shall at all times require that this Agreement be
binding upon all general and limited partners of such AmWest Affiliate, and any
of their respective Affiliates who hold or receive shares of the Company or
direct the voting of any shares held by such AmWest Affiliate, and upon any
assignees or transferees in a single transaction or a related series of
transactions of all or substantially all of the Common Stock owned by such
AmWest Affiliate or any of its Affiliates or partners; provided, however, that
this Agreement shall not be binding upon any assignee or transferee who acquires
such Common stock pursuant to (a) a tender or exchange offer open to all
shareholders of the Company on a pro rata basis at the same price per share and
on the same economic terms, (b) a public distribution registered under the
Securities Act of 1933, as amended (the "Securities Act"), or sale on the open
market through a "brokers' transaction," as that term is defined in subsection
(g) of Rule 144 (a "Public Offering"), or (c) a transfer made pursuant to Rule
144, as amended ("Rule 144"), under the Securities Act. None of AmWest
Affiliates shall sell or transfer any Common Stock held by it to any of its
general or limited partners, to any Fidelity Fund, to Lehman, or to any
Affiliate of any of the AmWest Affiliates or such partners and none of the
AmWest Affiliates shall sell or transfer all or substantially all of the Common
Stock held by it in a single transaction or a related series of transactions,
except in accordance with clauses (a), (b) or (c), above, unless and until it
causes any assignee or transferee to provide a written acknowledgment to the
other parties hereto that it accepts and is bound by and subject to the terms of
this Agreement.

         Section 4.03 Restriction With Respect to Sale of Control. Each of the
AmWest Affiliates covenants and agrees that, without the prior written consent
of the Company given pursuant to a resolution duly adopted by the affirmative
vote of not less than 75% of all directors of the Company, it shall not sell or
transfer, alone or together with the other AmWest Affiliates, in a single
transaction or a related series of transactions, shares of Common Stock
representing 51% or more of the combined voting power of all shares of Common
Stock then outstanding, other than (a) pursuant to or in connection with a
tender or exchange offer for all shares of Common Stock and for the benefit of
all holders of Class B Common on a pro rata basis at the same price per share
and on


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the same economic terms, (b) to any Affiliate of any of the AmWest Affiliates,
(c) pursuant to a bankruptcy or insolvency proceeding, (d) pursuant to a
judicial order, legal process, execution, or attachment, (e) in a Public
Offering, or (f) in any other transaction where the purchase price per share of
the Common Stock being sold or transferred therein is equal to or less than the
then-current market price per share (i.e., the average of the daily mean between
the high and low sales prices regular way of the shares of Common Stock on the
exchange on which shares of Common Stock are listed for ten consecutive trading
days preceding the effective date of such transaction). For purposes of the
foregoing, a transaction (the "Primary Transaction") involving any person or
entity will not be deemed to be related to any other transaction (the "Other
Transaction") if (i) the Other Transaction does not involve, directly or
indirectly, such person or entity or any Affiliate of such person or entity, it
being understood that, for purposes of this clause (i), TPG Partners, TPG
Parallel, Air Partners, and Continental will be deemed not to be Affiliates of
one another, and (ii) the Primary Transaction and the Other Transaction do not
involve, directly or indirectly, persons or entities who are assignees, direct
or indirect, of any of the AmWest Affiliates and who are acting in concert with
respect thereto, it being understood that, for purposes of this clause (ii),
persons or entities will be deemed to be acting in concert when they act jointly
or on a coordinated basis pursuant to any express or tacit agreement,
arrangement or understanding.

         Section 4.04 Certain Securities Law Filings. If required by applicable
law, within ten days of the date hereof, each of the AmWest Affiliates shall
file with the Securities and Exchange Commission, a Schedule 13D pursuant to
Regulation 13D-G ("Regulation 13D-G") under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and shall amend such filing as required by
Regulation 13D-G. Each other party hereto covered by such filing covenants and
agrees to promptly provide to each of the AmWest Affiliates all information
pertaining to such party and necessary to make such amendments and to notify
each of the AmWest Affiliates of any changes in facts or circumstances
pertaining to such party that would require any amendments under Regulation
13D-G.

         Section 4.05 Amendments of Certificate of Incorporation and Bylaws.
Each of the AmWest Affiliates agrees that it shall not, alone or together with
the other AmWest Affiliates, cause any amendment to the provisions of the
Certificate of Incorporation or the Bylaws or otherwise take any action that
supersedes or materially adversely affects or impairs the rights and obligations
of the parties under this Agreement or is contrary to the provisions of this
Agreement.

         Section 4.06 Legending of Securities. (a) Each certificate evidencing
shares of Common Stock issued to any of the AmWest Affiliates or any of its
partners and any of their respective Affiliates, and any assignee or transferee
bound by the terms hereof, including shares of Common Stock issued in connection
with the exercise of any warrant, so long as such Common Stock is held by them
and prior to the termination or expiration of this Agreement, shall be
conspicuously stamped or marked with a legend including substantially as
follows:

     THE RIGHTS AND OBLIGATIONS OF THE HOLDER OF THIS CERTIFICATE SHALL BE
     SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN STOCKHOLDERS'


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     AGREEMENT FOR AMERICA WEST HOLDINGS CORPORATION DATED DECEMBER
     19, 1996, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF AMERICA
     WEST HOLDINGS CORPORATION.

and each such certificate, for so long as such certificate is held by any of the
AmWest Affiliates or any of its partners, any of their respective Affiliates, or
any assignee or transferee bound by the terms hereof and prior to the
termination or expiration of this Agreement, shall include in such legend the
following:

     THIS CERTIFICATE AND ANY INTEREST HEREIN MAY NOT BE SOLD, TRANSFERRED
     OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE AFORESAID
     STOCKHOLDERS' AGREEMENT.

         (b) All certificates evidencing shares of Common Stock and warrants of
the Company that have not been registered pursuant to the Securities Act and
that are not exempt from registration under Section 1145 of the Bankruptcy Code,
shall at all times be conspicuously stamped or marked with a legend including
substantially as follows:

     THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR
     PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT
     BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION
     REQUIREMENTS OF THE 1933 ACT AND THE RULES AND REGULATIONS THEREUNDER OR AN
     EXEMPTION THEREFROM AND FROM ANY APPLICABLE STATE SECURITIES LAWS.

         (c) Upon the termination of this Agreement, the Company shall, without
charge and upon surrender of certificates by the holders thereof and written
request, cancel all certificates evidencing shares of Common Stock bearing any
legend described in subparagraph (a) above and issue to the holders thereof
replacement certificates that do not bear such a legend for an equal number of
shares held by such holders. Upon the transfer of any Common Stock bearing any
legend described in subparagraph (a) above to a party not bound by and subject
to this Agreement, the Company shall, without charge and upon the surrender of
certificates by the holders thereof and written request, cancel all certificates
evidencing such shares of Common Stock and issue to the transferee thereof
replacement certificates that do not bear any such legend.

         Section 4.07 Issuance of Preferred Stock. During the term of this
Agreement, none of the AmWest Affiliates shall, alone or together with the other
AmWest Affiliates, cause the issuance of any preferred stock by the Company that
would (a) increase the number of directors in excess of the number provided in
Section 2.01 (except for increases caused by a provision allowing holders of
preferred stock to elect additional directors in the event of nonpayment of
dividends), or (b) eliminate or reduce the number of Creditors' Committee
Directors or eliminate the Equity Committee Director or the Independent Company
Director.


                                      -12-
<PAGE>   14
                                    ARTICLE V

                              RIGHTS UPON BREACH

         Section 5.01 Remedies. Each party hereto recognizes and agrees that a
violation of any term, provision, or condition of this Agreement may cause
irreparable damage to the other parties which is difficult or impossible to
quantify or ascertain and that the award of any sum of damages may not be
adequate relief to such other parties. Each party hereto therefore agrees that
in the event of any breach of this Agreement, the other party or parties shall,
in addition to any remedies at law which may be available, have the right to
obtain appropriate equitable (including, but not limited to, injunctive) relief.
All remedies hereunder shall be cumulative and not exclusive.

         Section 5.02 Additional Rights of the Company. In addition to any other
remedies available at law or in equity, each party hereto agrees that the
Company shall have the right (a) to withhold transfer, and to instruct any
transfer agent for securities of the Company to withhold transfer, of any
certificates evidencing shares of Common Stock held by any of the AmWest
Affiliates or any partner or Affiliate of any of the AmWest Affiliates or
transferee if the Company reasonably believes that such transfer would not be in
material compliance with the terms and provisions of this Agreement, unless the
transferee provides to the Company an opinion of legal counsel reasonably
acceptable to the Company that such transfer will be in material compliance with
the terms and provisions hereof, and (b) to require any person or entity
requesting transfer of securities subject to this Agreement to provide such
information as may reasonably be requested by the Company regarding ownership of
securities, affiliations, if any, between the party requesting transfer and the
transferee and such other matters pertaining to the transfer as may be
appropriate to enable the Company to determine the compliance of the proposed
transfer of securities with the terms and provisions of this Agreement.

                                   ARTICLE VI

                                   TERMINATION

         This Agreement shall automatically terminate without any action by any
party on the Termination Date and shall not be extended except in accordance
with Section 7.03. Upon such termination, the rights and obligations of each
party hereunder shall terminate and the provisions of this Agreement shall be of
no force and effect; provided, however, that no such termination shall relieve
any person or entity from liability for breach or default of this Agreement
prior to such termination.


                                      -13-
<PAGE>   15
                                   ARTICLE VII

                                 MISCELLANEOUS

         Section 7.01 Notices. All notices, requests, and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) or by prepaid express courier at the following addresses or facsimile
numbers:

         If to TPG Partners, TPG Parallel or Air Partners, to:

                  TPG GenPar, L.P.
                  201 Main Street, Suite 2420
                  Fort Worth, Texas 76102
                  Attention: James G. Coulter
                  Fax Number: (817) 871-4010

              with copies to:

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

              and

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

         If to Continental, to:

                  2929 Allen Parkway, Suite 2010
                  Houston, Texas  77019
                  Attention: Jeffrey Smisek
                  Fax Number: (713) 834-2687


                                      -14-
<PAGE>   16
              with copies to:

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

              and

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

         If to Mesa, to:

                  2325 East 30th Street
                  Farmington, New Mexico  87401
                  Attention: Larry L. Risley
                  Fax Number: (505) 326-4485

              with copies to:

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

              and

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


                                      -15-
<PAGE>   17
         If to Robert A. Ewert, to:

                  Robert A. Ewert
                  3819 E. Nowata Drive
                  Phoenix, Arizona 85044
                  Fax Number: (602) 893-2239

         If to David T. Obergfell, to:

                  David T. Obergfell
                  2606 Beechmont Drive
                  Dallas, Texas  75228
                  Fax Number: (214) 965-6140

              with a copy to:

                  Stutzman & Bromberg
                  2323 Bryan Street, Suite 2300
                  Dallas, Texas  75201
                  Attention: Sandy Esserman
                  Fax Number: (214) 969-4999

         If to William A. Franke, to:

                  William A. Franke
                  America West Airlines, Inc.
                  4000 East Sky Harbor Boulevard
                  Phoenix, Arizona 85034
                  Fax Number: (602) 693-5517

         If to the Company, to:

                  America West Holdings Corporation
                  4000 East Sky Harbor Boulevard
                  Phoenix, Arizona 85034
                  Attention: General Counsel
                  Fax Number: (602) 693-5904


                                      -16-
<PAGE>   18
              with a copy to:

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

All such notices, requests and other communications will (a) if delivered
personally to the address as provided in this Section 7.01, be deemed given upon
delivery, (b) if delivered by facsimile transmission to the facsimile number as
provided in this Section 7.01, be deemed given upon receipt, and (c) if
delivered by mail or by express courier in the manner described above to the
address as provided in this Section 7.01, be deemed given upon receipt (in each
case regardless of whether such notice is received by any other person or entity
to whom a copy of such notice, request or other communication is to be delivered
pursuant to this Section 7.01). Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice as provided in this Section 7.01 specifying such
change to the other parties hereto. Nothing in this Section 7.01 shall be deemed
or construed to alter any notice provisions contained in the Bylaws.

         Section 7.02 Governing Law. This Agreement shall in all respects be
governed by and construed in accordance with the laws of the State of Delaware
without reference to principles of conflicts or choice of law under which the
law of any other jurisdiction would apply.

         Section 7.03 Amendments and Waiver. This Agreement may only be amended,
waived, supplemented, modified, or extended by a written instrument signed by
authorized representatives of each party hereto.

         Section 7.04 Benefit and Burden. This Agreement shall inure to the
benefit of and be binding upon each of the parties hereto and their respective
successors and permitted assigns.

         Section 7.05 Counterparts. This Agreement may be executed by the
parties hereto in counterparts and by telecopy, each of which shall be deemed to
constitute an original and all of which together shall constitute one and the
same instrument.

         Section 7.06 Severability. If any term or provision of this Agreement
shall be found by a court of competent jurisdiction to be illegal, invalid, or
unenforceable to any extent, the remainder of this Agreement shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.

         Section 7.07 Inconsistent Provisions. The parties hereto intend that in
the case of any conflict or inconsistency between this Agreement and the
Certificate of Incorporation or the Bylaws, that this Agreement shall control,
and therefore, in the event that any term or provision of this


                                      -17-
<PAGE>   19
Agreement is rendered invalid, illegal or unenforceable by the Certificate of
Incorporation or the Bylaws, the parties agree to amend the Certificate of
Incorporation or the Bylaws (as the case may be) so as to render such term or
provision valid, legal, and enforceable, if and to the extent legally permitted.

        Section 7.08 Effectiveness and Termination of Existing Stockholders'
Agreement. This Agreement shall become effective upon the later to occur of (a)
the execution by each of the parties hereto of this Agreement and (b) the
effectiveness of the Merger. Upon this Agreement becoming effective, the
Existing Stockholders' Agreement shall terminate and be of no further force or
effect; provided, however, that such termination of the Existing Stockholders'
Agreement shall not relieve any of the parties thereto from liability for any
breach or default of the Existing Stockholders' Agreement prior to such
termination.

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

                                TPG PARTNERS, L.P.

                                By: TPG GenPar, L.P., its General Partner

                                    By: TPG Advisors, Inc., its General Partner

                                        By: /s/ Richard Eckleberry
                                            ------------------------------------
                                            Richard Eckleberry, Vice President


                                TPG PARALLEL I, L.P.

                                By: TPG GenPar, L.P., its General Partner

                                    By: TPG Advisors, Inc., its General Partner

                                        By: /s/ Richard Eckleberry
                                            ------------------------------------
                                            Richard Eckleberry, Vice President


                                      -18-
<PAGE>   20
                                 AIR PARTNERS II, L.P.

                                 By: TPG GenPar, L.P., its General Partner

                                     By: TPG Advisors, Inc., its General Partner

                                         By: /s/ Richard Eckleberry
                                             -----------------------------------
                                             Richard Eckleberry,
                                             Vice President


                                 CONTINENTAL AIRLINES, INC.

                                 By: /s/ Jeffrey A. Smisek
                                     -------------------------------------------
                                     Jeffrey A. Smisek,
                                     Executive Vice President


                                 MESA AIRLINES, INC.

                                 By: /s/ Larry L. Risley
                                     -------------------------------------------
                                     Larry L. Risley,
                                     Chief Executive Officer


                                 STOCKHOLDER REPRESENTATIVES

                                 By: /s/ Robert A. Ewert
                                     -------------------------------------------
                                     Robert A. Ewert,
                                     Stockholder Representative


                                      -19-

<PAGE>   21
                                 By: /s/ David T. Obergfell
                                     -----------------------------------
                                     David T. Obergfell,
                                     Stockholder Representative


                                 By: /s/ William A. Franke
                                     -------------------------------------------
                                     William A. Franke,
                                     Stockholder Representative


                                 AMERICA WEST HOLDINGS CORPORATION

                                 By: /s/ Stephen L. Johnson
                                     -------------------------------------------
                                     Stephen L. Johnson,
                                     Senior Vice President -- Legal Affairs


        America West Airlines, Inc., a Delaware corporation, hereby executes
this Agreement solely for the purposes of evidencing its consent to the
termination of the Existing Stockholders' Agreement provided in Section 7.08
hereof.

                                 AMERICA WEST AIRLINES, INC.

                                 By: /s/ Stephen L. Johnson
                                     -------------------------------------------
                                     Stephen L. Johnson,
                                     Senior Vice President -- Legal Affairs


                                      -20-

<PAGE>   22
                                    EXHIBIT A

                               DIRECTOR DESIGNEES

AmWest Directors:
-----------------

Julia Chang Bloch
Frederick W. Bradley, Jr.
James G. Coulter
John F. Fraser
John L. Goolsby
Richard C. Kraemer
Larry L. Risley
Richard P. Schifter
Richard R. Goodmanson

Creditors' Committee Directors:
-------------------------------

Stephen F. Bollenbach
Raymond S. Troubh
Frank B. Ryan

Equity Committee Director:
--------------------------

John R. Power, Jr.

Independent Company Director:
-----------------------------

William A. Franke


                                       A-i