<PAGE>

                                                                   EXHIBIT 10.15

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                                 AMENDMENT NO. 7

                                       TO

                        THE A319/A320 PURCHASE AGREEMENT
                         DATED AS OF SEPTEMBER 12, 1997

                              BETWEEN AVSA S.A.R.L.

                                       AND

                           AMERICA WEST AIRLINES, INC.

This Amendment No. 7 (hereinafter referred to as the "Amendment") entered into
as of July ___, 2004 by and between AVSA S.A.R.L., a societe a responsabilite
limitee organized and existing under the laws of the Republic of France, having
its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac,
France (hereinafter referred to as the "Seller") and AMERICA WEST AIRLINES,
INC., a corporation organized and existing under the laws of the State of
Delaware, United States of America, having its principal corporate office
located at Phoenix Sky Harbor International Airport, 4000 East Sky Harbor
Boulevard, Phoenix, Arizona 85034, U.S.A. (hereinafter referred to as the
"Buyer").

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an A319/A320 Purchase
Agreement, dated as of September 12, 1997 (which agreement, as previously
amended by and supplemented with all Exhibits, Appendices, Letter Agreements and
amendments (including Amendment No. 1 executed on April 27, 1998, Amendment No.
2 executed on December 9, 1998 together with Letter Agreement No. 1 to Amendment
No. 2 executed on May 24, 1999, Amendment No. 3 together with all Letter
Agreements thereto executed on October 14, 1999 and together with Letter
Agreement to Amendment No. 3 executed on May 10, 2001, Amendment No. 4 executed
on July 1, 2000 together with Letter Agreement to Amendment No. 4 executed on
July 28, 2000, Amendment No. 5 executed on October 12, 2000 together with Letter
Agreement to Amendment No. 5 executed on October 26, 2000, and Amendment No. 6
executed on October 28, 2002, is hereinafter called the "Agreement"), which
Agreement relates to, inter alia, the sale by the Seller and the purchase by the
Buyer of certain firmly ordered Airbus A318-100, A319-100 and A320-200 model
aircraft.

WHEREAS, the Buyer wishes to purchase and the Seller is willing to sell above
and beyond the Aircraft under the Agreement, eight (8) firm A319 aircraft and
ten (10) firm A320 aircraft, plus fourteen (14) new A320 family type purchase
right aircraft that may be A319, A320, or

AWE - A318/A320                     AM7 - 1

<PAGE>

A321 type aircraft (collectively the "Amendment 7 Aircraft" as further defined
in Paragraph 2 below).

WHEREAS, the Buyer and the Seller further agree in this Amendment to amend
certain provisions under the Agreement relating to the A318 Aircraft and to
cancel all unexercised Option Aircraft and Purchase Right Aircraft.

WHEREAS, the Seller and IAE have changed their policy regarding the inclusion of
nacelles and thrust reversers in the definition of Propulsion Systems and the
Seller wishes to incorporate such policy change into the provisions of this
Amendment for the Amendment 7 Aircraft.

WHEREAS, the Buyer and the Seller agree to set forth in this Amendment all terms
and conditions applying to the Amendment 7 Aircraft.

WHEREAS, the Buyer and the Seller further agree in this Amendment to amend
certain provisions under the Agreement relating to the sale of the Aircraft and
the Amendment 7 Aircraft.

WHEREAS, capitalized terms used herein and not otherwise defined in this
Amendment will have the meanings assigned to them in the Agreement. The terms
"herein," "hereof," and "hereunder" and words of similar import refer to this
Amendment.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

1 -   STRUCTURE OF THE AMENDMENT

      For reasons of convenience of reference to the Agreement, the Amendment
      will contain the following structure:

      (i)   Paragraph 2 below will list additional definitions that apply to the
            Amendment 7 Aircraft under this Amendment,

      (ii)  Paragraphs 3 through 6 will define the terms and conditions applying
            to the Amendment 7 Aircraft by outlining respectively the provisions
            in the Agreement and additional specific provisions that apply to
            the Amendment 7 Aircraft,

      (iii) Paragraphs 7 through 10 will define the general terms applying to
            the Amendment,

      (iv)  The Letter Agreements to the Amendment include:

            -     Letter Agreement No. 1 is intentionally left blank.

AWE - A318/A320                     AM7 - 2

<PAGE>

            -     Letter Agreement No. 2 describing (a) Amendment 7 Aircraft
                  order flexibility, (b) cancellation of unexercised Option
                  Aircraft and Purchase Right Aircraft, and (c) A318 Aircraft
                  conversion and cancellation rights,

            -     Letter Agreement No. 3 describing the purchase incentives
                  relating to the Amendment 7 Aircraft and amendments to
                  specific purchase incentives relating to the Aircraft,

            -     Letter Agreement No. 4 describing Aircraft and Amendment 7
                  Aircraft Predelivery Payments, which constitutes an amended
                  and restated Letter Agreement No. 4 to the Agreement,

            -     Letter Agreement No. 5 describing training matters related to
                  the Amendment 7 Aircraft.

            -     Letter Agreement No. 6 is intentionally left blank,

            -     Letter Agreement No. 7 is intentionally left blank,

            -     Letter Agreement No. 8 is intentionally left blank.

      (v)   The Exhibits to the Amendment include:

            -     Exhibit A-2 regarding the A321 Standard Specification, Issue
                  2, Revision 1 dated April 30, 2001

            -     Exhibit A-3 regarding the A319 Standard Specification, Issue
                  4, Revision 1 dated April 30, 2001

            -     Exhibit A-4 regarding the A320 Standard Specification, Issue
                  5, Revision 1 dated April 30, 2001

            -     Exhibit B-2 regarding A321 SCNs

            -     Exhibit B-3 regarding A319 SCNs

            -     Exhibit B-4 regarding A320 SCNs

            -     Exhibit C is intentionally left blank

            -     Exhibit D-2 regarding the Amendment 7 Airframe Price Revision
                  Formula,

            -     Exhibit E regarding the Amendment 7 International Aero Engines
                  Price Revision Formula

            -     Exhibit F is intentionally left blank

            -     Exhibit G is intentionally left blank

            -     Exhibit H which constitutes an amended and restated Exhibit H
                  to the Agreement

2 -   DEFINITIONS

      The following additional definitions will be added to the Agreement:

      Amendment 7 A319 Aircraft - any or all of the Airbus A319-100 model
      aircraft to be purchased by the Seller and sold to the Buyer pursuant to
      the Agreement as amended hereby (but not including any A319 Aircraft
      firmly ordered prior to the date of Amendment 7), together with all
      components, equipment, parts and accessories installed in or on such
      aircraft and the Amendment 7 A319 Propulsion Systems installed thereon, as
      described in Paragraph 4 of this Amendment.

AWE - A318/A320                     AM7 - 3

<PAGE>

      Amendment 7 A319 Airframe - any Amendment 7 A319 Aircraft, excluding
      Amendment 7 A319 Propulsion Systems therefor, but including nacelles and
      thrust reversers.

      Amendment 7 A319 Propulsion Systems - the two (2) IAE V2524-A5 powerplants
      to be installed on an A319 Aircraft or installed on an A319 Aircraft at
      delivery, each composed of the powerplant (as such term is defined in
      Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the
      equipment, components, parts and accessories included in the powerplant,
      as so defined), that have been sold to the Manufacturer by International
      Aero Engines AG, but specifically not including a nacelle and thrust
      reverser for each such powerplant.

      Amendment 7 A319 Specification - as defined in Subparagraph 4.2.A.2 of
      this Amendment.

      Amendment 7 A319 Standard Specification - as defined in Subparagraph
      4.2.A.2 of this Amendment.

      Amendment 7 A320 Aircraft - any or all of the Airbus A320-200 model
      aircraft to be purchased by the Seller and sold to the Buyer pursuant to
      the Agreement as amended hereby (but not including any A320 Aircraft
      firmly ordered prior to the date of Amendment 7), together with all
      components, equipment, parts and accessories installed in or on such
      aircraft and the Amendment 7 A320 Propulsion Systems installed thereon, as
      described in Paragraph 5 of this Amendment.

      Amendment 7 A320 Airframe - any Amendment 7 A320 Aircraft, excluding
      Amendment 7 A320 Propulsion Systems therefor, but including nacelles and
      thrust reversers.

      Amendment 7 A320 Propulsion Systems - the two (2) IAE V2527-A5 powerplants
      to be installed on an A320 Aircraft or installed on an A320 Aircraft at
      delivery, each composed of the powerplant (as such term is defined in
      Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the
      equipment, components, parts and accessories included in the powerplant,
      as so defined), that have been sold to the Manufacturer by International
      Aero Engines AG, but specifically not including a nacelle and thrust
      reverser for each such powerplant.

      Amendment 7 A320 Specification - as defined in Subparagraph 5.2.A.2 of
      this Amendment.

      Amendment 7 A320 Standard Specification - as defined in Subparagraph
      5.2.A.2 of this Amendment.

      Amendment 7 A321 Aircraft - any or all of the Airbus A321-200 model
      aircraft to be purchased by the Seller and sold to the Buyer pursuant to
      the Agreement as amended hereby, together with all components, equipment,
      parts and accessories installed in or

AWE - A318/A320                     AM7 - 4

<PAGE>

      on such aircraft and the Amendment 7 A321 Propulsion Systems installed
      thereon, as described in Paragraph 6 of this Amendment.

      Amendment 7 A321 Airframe - any Amendment 7 A321 Aircraft, excluding the
      Amendment 7 A321 Propulsion Systems therefor, but including nacelles and
      thrust reversers.

      Amendment 7 A321 Propulsion Systems - the two (2) IAE V2533-A5 powerplants
      to be installed on an A321 Aircraft or installed on an A321 Aircraft at
      delivery, each composed of the powerplant (as such term is defined in
      Chapters 70-80 of ATA Specification 100 (Revision 21), but limited to the
      equipment, components, parts and accessories included in the powerplant,
      as so defined), that have been sold to the Manufacturer by International
      Aero Engines AG, but specifically not including a nacelle and thrust
      reverser for each such powerplant, which amends and restates the A321
      Propulsion Systems set forth in Paragraph 2 of Amendment 3.

      Amendment 7 A321 Specification - as defined in Subparagraph 6.2.A.2 of
      this Amendment, which amends and restates the A321 Specification set forth
      in Subparagraph 6.2.A.2 of Amendment 3.

      Amendment 7 A321 Standard Specification - as defined in Subparagraph
      6.2.A.2 of this Amendment, which amends and restates the A321 Standard
      Specification set forth in Subparagraph 6.2.A.2 of Amendment 3.

      Amendment 7 Aircraft - collectively, the eight (8) Amendment 7 Firm A319
      Aircraft, the ten (10) Amendment 7 Firm A320 Aircraft, any New Purchase
      Right Aircraft and Converted A318 Aircraft that the Buyer purchases from
      the Seller under the Agreement as amended hereby.

      Amendment 7 Firm A319 Aircraft - the eight (8) Amendment 7 A319 Aircraft
      firmly ordered as of the date hereof and set forth in the schedule set out
      in Subparagraph 4.2.A.6 of this Amendment.

      Amendment 7 Firm A320 Aircraft - the ten (10) Amendment 7 A320 Aircraft
      firmly ordered as of the date hereof and set forth in the schedule set out
      in Subparagraph 5.2.A.6 of this Amendment.

      Amendment 7 Firm Aircraft - collectively or individually the Amendment 7
      Firm A319 Aircraft and the Amendment 7 Firm A320 Aircraft.

      Converted A318 Aircraft - as defined in Paragraph 3 of Letter Agreement
      No. 2 to Amendment 7.

      New Purchase Right Aircraft - collectively or individually, the [*] A320
      family type purchase right aircraft that may be A319, A320, or A321 type
      aircraft under the Agreement as amended hereby, to be manufactured in
      accordance with the

AWE - A318/A320                     AM7 - 5

<PAGE>

      Amendment 7 A319 Specification, the Amendment 7 A320 Specification or the
      Amendment 7 A321 Specification, as applicable. Each purchase right
      aircraft type may be referred to individually in this Amendment as the
      A319 Purchase Right Aircraft, A320 Purchase Right Aircraft or A321
      Purchase Right Aircraft.

3 -   A318 AIRCRAFT DELIVERY

      The A318 Firm Aircraft Delivery Schedule set forth in Subparagraph
      3.2.A.4.1 of Amendment 3 to the Agreement, as amended by Amendment 6 to
      the Agreement, is hereby cancelled and replaced with the A318 Firm
      Aircraft Delivery Schedule set forth below between the words QUOTE and
      UNQUOTE:

      QUOTE

3.2.A.4.1   A318 Firm Aircraft Delivery Schedule

            Subject to the provisions of the Agreement and this Amendment the
            Seller will have the A318 Aircraft ready for delivery at Airbus
            Germany's (formerly known as Daimler-Chrysler) works near Hamburg,
            Germany, and the Buyer will accept the same as scheduled below:

<TABLE>
<CAPTION>
YEAR OF              MONTH OF              NUMBER OF
DELIVERY             DELIVERY               AIRCRAFT
--------             --------               --------
<S>                  <C>                   <C>
  [*]                   [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]

  [*]                   [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
                        [*]                    [*]
 TOTAL                                         15
</TABLE>

      The Seller will, no earlier than [*] provide the Buyer with the [*] A318
      Aircraft will be tendered for delivery to the Buyer in a condition which
      is "ready for delivery" as set forth in Subclause 9.3 of the Agreement in
      accordance with the Agreement as amended by this Amendment. The Seller
      shall give the Buyer not less than [*] notice

AWE - A318/A320                     AM7 - 6

<PAGE>

      of the date on which the A318 Aircraft will be tendered for delivery to
      the Buyer in a condition which is "ready for delivery" as set forth in
      Subclause 9.3 of the Agreement in accordance with the Agreement as amended
      by this Amendment.

UNQUOTE

4 -   AMENDMENT 7 A319 AIRCRAFT

4.1   The Amendment 7 A319 Aircraft will be deemed an Aircraft or an A319
      Aircraft (as the context requires) and the Amendment 7 A319 Propulsion
      Systems will be deemed Propulsion Systems or A319 Propulsion Systems (as
      the situation requires), each as defined under the Agreement for all
      definitional purposes but only for the purpose of the following
      provisions, exhibits and letter agreements.

      A.    Main Agreement Provisions Applicable to the Amendment 7 A319
            Aircraft

            (i)    Clause 1, as amended by Amendment 3.

            (ii)   Subclauses 2.1 and 2.3

            (iii)  Clause 3

            (iv)   Subclauses 4.4 and 4.5

            (v)    Clauses 5, 6, 7 and 8

            (vi)   Subclauses 9.3, 9.4, 9.5 (except that reference to Subclause
                   9.1 therein shall refer to the applicable Amendment 7 Firm
                   A319 Delivery Schedule under this Amendment) and 9.6

            (vii)  Clauses 10, 11, 12 and 13

            (viii) Clause 14, except that the first sentence of Subclause 14.5.1
                   is replaced by the following sentence: "Unless otherwise
                   specifically stated, revision service will be offered [*]

            (ix)   Clause 15, [*]

            (x)    Clauses 16 and 17

            (xi)   Clause 18 (except that reference to Clause 9 shall mean the
                   Amendment 7 Firm A319 Aircraft Delivery Schedule under this
                   Amendment and that reference to Exhibits B1 and B2 shall mean
                   Exhibit B-3 of this Amendment.

            (xii)  Clauses 19, 20, 21 and 22

      B.    Exhibits to the Agreement Applicable to the Amendment 7 A319
            Aircraft

            (i)    Exhibit C

            (ii)   Exhibit F

            (iii)  Exhibit G, of Amendment 3 to the Agreement

      C.    Letter Agreements to the Agreement Applicable to the Amendment 7
            A319 Aircraft

AWE - A318/A320                     AM7 - 7

<PAGE>

          (i)     Letter Agreement No. 1, provided however, that the term "first
                  Aircraft" as set forth in Subparagraph 5.2.5 [*] of Letter
                  Agreement No. 1 will mean the first Aircraft delivered under
                  the Agreement.

          (ii)    [*]

          (iii)   Letter Agreement No. 4, as amended and restated hereby.

          (iv)    Paragraph 5 of Letter Agreement No. 5, excluding Subparagraph
                  5.1.2.

          (v)     Letter Agreement No. 6, [*]

          (vi)    Letter Agreement No. 8.

          (vii)   Letter Agreement No. 10, [*]

4.2         The following specific additional provisions will apply to the
            Amendment 7 A319 Aircraft:

      A.1   Sale and Purchase

            Intentionally Left Blank

      A.2   Specification

            The Amendment 7 A319 Aircraft will be manufactured in accordance
            with the A319-100 Standard Specification Document No. J.000.01000,
            Issue 4, Revision 1 dated April 30, 2001 (the "Amendment 7 A319
            Standard Specification" which is annexed hereto as Exhibit A-3), as
            modified by the SCNs listed in Exhibit B-3 to this Amendment and as
            may be further modified from time to time, pursuant to the
            provisions of Clause 3 of the Agreement, with an MTOW of 75.5 tonnes
            (the "Amendment 7 A319 Specification").

      A.3   Base Price

      A.3.1 Base Price of the Amendment 7 A319 Aircraft

            The "Base Price" of each Amendment 7 A319 Aircraft is the sum of:

                   (i)   the Base Price of the Amendment 7 A319 Airframe, and

                   (ii)  the Base Price of the Amendment 7 A319 Propulsion
                         Systems.

      A.3.2       Base Price of the Amendment 7 A319 Airframe

      A.3.2.1     The Base Price of the Amendment 7 A319 Airframe, as defined in
                  the Amendment 7 A319 Standard Specification set forth in
                  Exhibit A-3 to this Amendment (excluding the Amendment 7 A319
                  Propulsion

AWE - A318/A320                     AM7 - 8

<PAGE>

                  Systems), and including the SCNs set forth in Exhibit B-3 to
                  this Amendment is:

                  US $[*]

                  (Dollars - [*]

      A.3.2.2     The Base Price of the Amendment 7 A319 Airframe is quoted in
                  delivery conditions prevailing in January 2003 and will be
                  escalated up to the actual date of delivery of such Amendment
                  7 A319 Aircraft in accordance with the Amendment 7 Airframe
                  Price Revision Formula as set forth in Exhibit D-2 to this
                  Amendment.

      A.3.3       Base Price of the Amendment 7 A319 Propulsion Systems

                  The Base Price of the Amendment 7 A319 Propulsion Systems, at
                  delivery conditions prevailing in January 2003 is:

                  US $[*]

                  (Dollars - $[*]

                  The Amendment 7 A319 Propulsion Systems Base Price has been
                  calculated with reference to the V2524-A5 reference price for
                  two engines indicated by International Aero Engines of US [*]
                  in accordance with economic conditions prevailing in January
                  2001 (the "V2524-A5 Reference Price").

                  The V2524-A5 Reference Price is subject to adjustment to the
                  date of delivery of the Amendment 7 A319 Aircraft in
                  accordance with the International Aero Engines Price Revision
                  Formula set forth in Exhibit E to this Amendment.

      A.3.4       Final Contract Price

                  The Final Contract Price of an Amendment 7 A319 Aircraft will
                  be the sum of:

                  (i)   the Base Price of the Amendment 7 A319 Airframe
                        constituting a part of such Amendment 7 A319 Aircraft,
                        as adjusted to the date of delivery of such Amendment 7
                        A319 Aircraft in accordance with Subparagraph 4.2.A.3.2
                        above to this Amendment;

                  (ii)  the price (as of delivery conditions prevailing in
                        January 2003) of any SCNs constituting a part of such
                        Amendment 7 A319 Aircraft that are entered into pursuant
                        to Clause 3 after the date

AWE - A318/A320                     AM7 - 9

<PAGE>

                        of execution of this Amendment, is quoted at delivery
                        conditions prevailing in January 2003 and will be
                        escalated up to the actual date of delivery of such
                        Amendment 7 A319 Aircraft in accordance with the
                        Amendment 7 Aircraft Price Revision Formula as set forth
                        in Exhibit D-2 to this Amendment;

                  (iii) the V2524-A5 Reference Price of the installed Amendment
                        7 A319 Propulsion Systems constituting a part of such
                        Amendment 7 A319 Aircraft, as adjusted to the date of
                        delivery of such Amendment 7 A319 Aircraft in accordance
                        with Subparagraph 4.2.A.3.3 above to this Amendment; and

                  (iv)  any other amount resulting from any other provisions of
                        this Agreement as amended and/or any other written
                        agreement between the Buyer and the Seller relating to
                        the Amendment 7 A319 Aircraft and specifically making
                        reference to the Final Contract Price of an Amendment 7
                        A319 Aircraft.

      A.4   Amendment 7 A319 Aircraft Predelivery Payments

            The Predelivery payments for the Amendment 7 A319 Aircraft are as
            set forth in amended and restated Letter Agreement No. 4 hereto.

      A.5   Amendment 7 A319 Aircraft Purchase Incentives

            Purchase incentives related to Amendment 7 A319 Aircraft are set
            forth in Letter Agreement No. 3 to this Amendment.

      A.6   Amendment 7 Firm A319 Aircraft Delivery Schedule

<TABLE>
<CAPTION>
                                      NUMBER
YEAR OF            MONTH OF             OF
DELIVERY           DELIVERY          AIRCRAFT
--------           --------          --------
<S>                <C>               <C>
   [*]                [*]               [*]
                      [*]               [*]

   [*]                [*]               [*]
                      [*]               [*]
                      [*]               [*]

   [*]                [*]               [*]
  TOTAL                                  8
</TABLE>

AWE - A318/A320                     AM7 - 10

<PAGE>

      A.7   Amendment 7 A319 Aircraft Order Flexibility

            Order Flexibility related to Amendment 7 A319 Aircraft is set forth
            in Letter Agreement No. 2 to this Amendment.

      A.8   Amendment 7 A319 Aircraft Training and Product Support Matters

            Intentionally Left Blank

      A.9   Amendment 7 A319 Aircraft Performance Guarantees

            Intentionally Left Blank

      A.10  [*]

            [*]

5 -   AMENDMENT 7 A320 AIRCRAFT

5.1   The Amendment 7 A320 Aircraft will be deemed an Aircraft or an A320
      Aircraft (as the context requires) and the Amendment 7 A320 Propulsion
      Systems will be deemed Propulsion Systems or A320 Propulsion Systems (as
      the situation requires), each as defined under the Agreement for all
      definitional purposes but only for the purposes of the following
      provisions, exhibits and letter agreements.

      A.    Main Agreement Provisions Applicable to the Amendment 7 A320
            Aircraft

            (i)    Clause 1, as amended by Amendment 3

            (ii)   Subclauses 2.1 and 2.3

            (iii)  Clause 3

            (iv)   Subclauses 4.4 and 4.5

            (v)    Clauses 5, 6, 7 and 8

            (vi)   Subclauses 9.3, 9.4, 9.5 (except the reference to Subclause
                   9.2 shall be deemed to be reference to the applicable
                   Amendment 7 Firm A320 Delivery Schedule under this Amendment)
                   and 9.6

            (vii)  Clauses 10, 11, 12 and 13

            (viii) Clause 14, except that the first sentence of Subclause 14.5.1
                   is replaced by the following sentence: "Unless otherwise
                   specifically stated, revision service will be offered [*]

            (ix)   Clause 15, [*]

            (x)    Clauses 16 and 17

            (xi)   Clause 18 (except that reference to Clause 9 shall mean the
                   Amendment 7 Firm A320 Aircraft delivery schedule under this
                   Amendment and that

AWE - A318/A320                     AM7 - 11

<PAGE>


                   reference to Exhibits B1 and B2 shall mean Exhibit B-4 of
                   this Amendment.

            (xii)  Clauses 19, 20, 21 and 22

      B.    Exhibits to the Agreement Applicable to the Amendment 7 A320
            Aircraft

            (i)    Exhibit C

            (ii)   Exhibit F

            (iii)  Exhibit G, of Amendment No. 3 to the Agreement.

      C.    Letter Agreements to the Agreement Applicable to the Amendment 7
            A320 Aircraft

            (i)    Letter Agreement No. 1, provided however, that the term
                   "first Aircraft" as set forth in Subparagraph 5.2.5 [*] of
                   Letter Agreement No. 1 will mean the first Aircraft delivered
                   under the Agreement.

            (ii)   [*]

            (iii)  Letter Agreement No. 4, as amended and restated hereby.

            (iv)   Paragraph 5 of Letter Agreement No. 5 excluding Subparagraph
                   5.1.2.

            (v)    Letter Agreement No. 6, [*]

            (vi)   Letter Agreement No. 7.

            (vii)  Letter Agreement No. 9 [*]

5.2   The following specific additional provisions will apply to the Amendment 7
      A320 Aircraft:

      A.1   Sale and Purchase

            Intentionally Left Blank

      A.2   Specification

            The Amendment 7 A320 Aircraft will be manufactured in accordance
            with the A320-200 Standard Specification Document No. D.000.02000,
            Issue 5, Revision 1 dated April 30, 2001 (the "Amendment 7 A320
            Standard Specification" which is annexed hereto as Exhibit A-4), as
            modified by the SCNs listed in Exhibit B-4 to this Amendment and as
            may be further modified from time to time, pursuant to the
            provisions of Clause 3 of the Agreement, with an MTOW of 77 tonnes
            (the "Amendment 7 A320 Specification").

      A.3   Base Price

      A.3.1 Base Price of the Amendment 7 A320 Aircraft

            The "Base Price" of each Amendment 7 A320 Aircraft is the sum of:

AWE - A318/A320                     AM7 - 12

<PAGE>

                  (i)   the Base Price of the Amendment 7 A320 Airframe, and

                  (ii)  the Base Price of the Amendment 7 A320 Propulsion
                        Systems.

      A.3.2 Base Price of the Amendment 7 A320 Airframe

      A.3.2.1     The Base Price of the Amendment 7 A320 Airframe, as defined in
                  the Amendment 7 A320 Standard Specification set forth in
                  Exhibit A-4 to this Amendment (excluding the Amendment 7 A320
                  Propulsion Systems), and including the SCNs set forth in
                  Exhibit B-4 to this Amendment is:

                  US $[*]

                  (Dollars - [*]

      A.3.2.2     The Base Price of the Amendment 7 A320 Airframe is quoted in
                  delivery conditions prevailing in January 2003 and will be
                  escalated up to the actual date of delivery of such Amendment
                  7 A320 Aircraft in accordance with the Amendment 7 Airframe
                  Price Revision Formula as set forth in Exhibit D-2 to this
                  Amendment.

      A.3.3       Base Price of the Amendment 7 A320 Propulsion Systems

                  The Base Price of the Amendment 7 A320 Propulsion Systems at
                  delivery conditions prevailing in January 2003 is:

                  US $[*]

                  (Dollars - [*]

                  The Amendment 7 A320 Propulsion Systems Base Price has been
                  calculated with reference to the V2527-A5 reference price for
                  two engines indicated by International Aero Engines of US $[*]
                  in accordance with economic conditions prevailing in January
                  2001 (the "V2527-A5 Reference Price").

                  The V2527-A5 Reference Price is subject to adjustment to the
                  date of delivery of the Amendment 7 A320 Aircraft in
                  accordance with the International Aero Engines Price Revision
                  Formula set forth in Exhibit E to this Amendment.

AWE - A318/A320                     AM7 - 13

<PAGE>

      A.3.4       Final Contract Price

                  The Final Contract Price of an Amendment 7 A320 Aircraft will
                  be the sum of:

                  (i)   the Base Price of the Amendment 7 A320 Airframe
                        constituting a part of such Amendment 7 A320 Aircraft,
                        as adjusted to the date of delivery of such Amendment 7
                        A320 Aircraft in accordance with Subparagraph 5.2.A.3.2
                        above to this Amendment;

                  (ii)  the price (as of delivery conditions prevailing in
                        January 2003) of any SCNs constituting a part of such
                        Amendment 7 A320 Aircraft that are entered into pursuant
                        to Clause 3 after the date of execution of this
                        Amendment, is quoted at delivery conditions prevailing
                        in January 2003 and will be escalated up to the actual
                        date of delivery of such Amendment 7 A320 Aircraft in
                        accordance with the Amendment 7 Aircraft Price Revision
                        Formula as set forth in Exhibit D-2 to this Amendment;

                  (iii) the V2527-A5 Reference Price of the installed Amendment
                        7 A320 Propulsion Systems constituting a part of such
                        Amendment 7 A320 Aircraft, as adjusted to the date of
                        delivery of such Amendment 7 A320 Aircraft in accordance
                        with Subparagraph 5.2.A.3.3 above to this Amendment; and

                  (iv)  any other amount resulting from any other provisions of
                        this Agreement as amended and/or any other written
                        agreement between the Buyer and the Seller relating to
                        the Amendment 7 A320 Aircraft and specifically making
                        reference to the Final Contract price of an Amendment 7
                        A320 Aircraft.

      A.4   Amendment 7 A320 Aircraft Predelivery Payments

            The Predelivery payments for the Amendment 7 A320 Aircraft are as
            set forth in amended and restated Letter Agreement No. 4 hereto.

      A.5   Amendment 7A320 Aircraft Purchase Incentives

            Purchase incentives related to Amendment 7 A320 Aircraft are set
            forth in Letter Agreement No. 3 to this Amendment.

AWE - A318/A320                     AM7 - 14

<PAGE>

      A.6   Amendment 7 A320 Aircraft Delivery Schedule

<TABLE>
<CAPTION>
 YEAR OF            MONTH OF             NUMBER OF
DELIVERY            DELIVERY             AIRCRAFT
--------            --------             --------
<S>                 <C>                  <C>
   [*]                 [*]                  [*]

   [*]                 [*]                  [*]
                       [*]                  [*]
                       [*]                  [*]
                       [*]                  [*]
                       [*]                  [*]
                       [*]                  [*]
                       [*]                  [*]
  TOTAL                                     10
</TABLE>

      A.7   Amendment 7 A320 Aircraft Order Flexibility

            Order Flexibility related to Amendment 7 A320 Aircraft is set forth
            in Letter Agreement No. 2 to this Amendment.

      A.8   Amendment 7 A320 Aircraft Training and Product Support Matters

            Intentionally Left Blank

      A.9   Amendment 7 A320 Aircraft Performance Guarantees

            Intentionally Left Blank

      A.10  [*]

            [*]

6 -   AMENDMENT 7 A321 AIRCRAFT

6.1   The Amendment 7 A321 Aircraft will be deemed an Aircraft as defined under
      the Agreement and the Amendment 7 A321 Propulsion Systems will be deemed
      Propulsion Systems or A321 Propulsion Systems (as the situation requires),
      each as defined in the Agreement for all definitional purposes but only
      for the purposes of the following provisions, exhibits and letter
      agreements; provided however, in cases where the Agreement specifically
      refers to the A319 Aircraft in those provisions, such term will be deemed
      to also include the Amendment 7 A321 Aircraft.

AWE - A318/A320                     AM7 - 15

<PAGE>

      A.    Main Agreement Provisions Applicable to the Amendment 7 A321
            Aircraft

            (i)    Clause 1, as amended by Amendment 3

            (ii)   Subclauses 2.1 and 2.3

            (iii)  Clause 3 (except that the terms Standard Specification and
                   Specification shall refer to the Amendment 7 A321 Standard
                   Specification and Amendment 7 A321 Specification,
                   respectively)

            (iv)   Subclauses 4.4 and 4.5

            (v)    Clauses 5, 6, 7 and 8

            (vi)   Subclauses 9.3, 9.4, 9.5 (except the reference to Subclause
                   9.1 therein shall be a deemed to include the applicable
                   Amendment 7 A321 Aircraft Delivery Schedule under this
                   Amendment, if any) and 9.6

            (vii)  Clauses 10, 11, 12 and 13

            (viii) Clause 14, except that the first sentence of Subclause 14.5.1
                   is replaced by the following sentence: "Unless otherwise
                   specifically stated, revision service will be offered [*]

            (ix)   Clause 15, [*] (x) Clauses 16 and 17

            (xi)   Clause 18 (except that reference to Clause 9 shall mean the
                   Amendment 7 A321 Aircraft delivery schedule under this
                   Amendment and that reference to Exhibits B1 and B2 shall mean
                   Exhibit B-2 of this Amendment

            (xii)  Clauses 19, 20, 21 and 22

      B.    Exhibits to the Agreement Applicable to the Amendment 7 A321
            Aircraft

            (i)    Exhibit C

            (ii)   Exhibit F

            (iii)  Exhibit G, of Amendment No. 3 to the Agreement.

      C.    Letter Agreements to the Agreement Applicable to the Amendment 7
            A321 Aircraft

            (i)    Letter Agreement No. 1, provided however, that the term
                   "First Aircraft" as set forth in Subparagraph 5.2.5 [*] of
                   Letter Agreement No. 1 will mean the first Aircraft delivered
                   under the Agreement.

            (ii)   [*]

            (iii)  Letter Agreement No. 4, as amended and restated hereby.

            (iv)   Paragraph 5 of Letter Agreement No. 5 excluding Subparagraph
                   5.1.2,

            (iv)   Letter Agreement No. 6, [*]

6.2   The following specific additional provisions will apply to the Amendment 7
      A321 Aircraft:

AWE - A318/A320                     AM7 - 16

<PAGE>

      A.1   Sale and Purchase

            Intentionally Left Blank

      A.2   Specification

            The Amendment 7 A321 Aircraft will be manufactured in accordance
            with the A321-200 Standard Specification Document No. E.000.02000,
            Issue 2, Revision 1 dated April 30, 2001 (the "Amendment 7 A321
            Standard Specification" which is annexed hereto as Exhibit A-2), as
            modified by the SCNs listed in Exhibit B-2 to this Amendment and as
            may be further modified from time to time, pursuant to the
            provisions of Clause 3 of the Agreement, with an MTOW of 93 tonnes
            with two (2) Additional Center Tanks (ACTS), [*]

      A.3   Base Price

      A.3.1 Base Price of the Amendment 7 A321 Aircraft

            The "Base Price" of each Amendment 7 A321 Aircraft is the sum of:

                  (i)   the Base Price of the Amendment 7 A321 Airframe, and

                  (ii)  the Base Price of the Amendment 7 A321 Propulsion
                        Systems.

      A.3.2 Base Price of the Amendment 7 A321 Airframe

      A.3.2.1     The Base Price of the Amendment 7 A321 Airframe, as defined in
                  the Amendment 7 A321 Standard Specification set forth in
                  Exhibit A-2 to this Amendment (excluding the Amendment 7 A321
                  Propulsion Systems), but including two (2) ACTS, and the SCNs
                  set forth in Exhibit B-2 to this Amendment is:

                  US $[*]

                  (Dollars - [*]

      A.3.2.2     The Base Price of the Amendment 7 A321 Airframe is quoted in
                  delivery conditions prevailing in January 2003 and will be
                  escalated up to the actual date of delivery of such Amendment
                  7 A321 Aircraft in accordance with the Amendment 7 Airframe
                  Price Revision Formula as set forth in Exhibit D-2 to this
                  Amendment.

      A.3.3       Base Price of the Amendment 7 A321 Propulsion Systems

AWE - A318/A320                     AM7 - 17

<PAGE>

                  The Base Price of the Amendment 7 A321 Propulsion Systems, at
                  delivery conditions prevailing in January 2003 is:

                  US $[*]

                  (Dollars - [*]

                  The V2533-A5 Base Price has been calculated with reference to
                  the V2533-A5 reference price for two engines indicated by
                  International Aero Engines of US $[*] in accordance with
                  economic conditions prevailing in January 2001 (the "V2533-A5
                  Reference Price").

                  The V2533-A5 Reference Price is subject to adjustment to the
                  date of delivery of the Amendment 7 A321 Aircraft in
                  accordance with the International Aero Engines Price Revision
                  Formula set forth in Exhibit E to this Amendment.

      A.3.4       Final Contract Price

                  The Final Contract Price of an Amendment 7 A321 Aircraft will
                  be the sum of:

                  (i)   the Base Price of the Amendment 7 A321 Airframe
                        constituting a part of such Amendment 7 A321 Aircraft,
                        as adjusted to the date of delivery of such Amendment 7
                        A321 Aircraft in accordance with Subparagraph 6.2.A.3.2
                        above to this Amendment;

                  (ii)  the Base Price (as of delivery conditions prevailing in
                        January 2003) of any SCNs constituting a part of such
                        Amendment 7 A321 Aircraft that are entered into pursuant
                        to Clause 3 after the date of execution of this
                        Amendment, is quoted at delivery conditions prevailing
                        in January 2003 and will be escalated up to the actual
                        date of delivery of such Amendment 7 A321 Aircraft in
                        accordance with the Amendment 7 Aircraft Price Revision
                        Formula as set forth in Exhibit D-2 to this Amendment;

                  (iii) the V2533-A5 Reference Price of the installed Amendment
                        7 A321 Propulsion Systems constituting a part of such
                        Amendment 7 A321 Aircraft, as adjusted to the date of
                        delivery of such Amendment 7 A321 Aircraft in accordance
                        with Subparagraph 6.2.A.3.3 above to this Amendment; and

                  (iv)  any other amount resulting from any other provisions of
                        this Agreement as amended and/or any other written
                        agreement

AWE - A318/A320                     AM7 - 18

<PAGE>

                        between the Buyer and the Seller relating to the
                        Amendment 7 A321 Aircraft and specifically making
                        reference to the Final Contract price of an Amendment 7
                        A321 Aircraft.

      A.4         Amendment 7 A321 Aircraft Predelivery Payments

                  The Predelivery Payments for the Amendment 7 A321 Aircraft are
                  as set forth in amended and restated Letter Agreement No. 4
                  hereto.

      A.5         Amendment 7 A321 Aircraft Purchase Incentives

                  Purchase incentives related to Amendment 7 A321 Aircraft are
                  set forth in Letter Agreement No. 3 to this Amendment.

      A.6         Amendment 7 A321 Aircraft Delivery Schedule

                  Intentionally Left Blank

      A.7         Amendment 7 A321 Aircraft Order Flexibility

                  Order Flexibility related to Amendment 7 A321 Aircraft is set
                  forth in Letter Agreement No. 2 to this Amendment.

      A.8         Amendment 7 A321 Aircraft Training and Product Support Matters

                  Training and product support matters related to the Amendment
                  7 A321 Aircraft are set forth in Letter Agreement No. 5 to
                  this Amendment.

      A.9         Amendment 7 A321 Aircraft Performance Guarantees

                  Within [*] of the Buyer's firm order of Amendment 7 A321
                  Aircraft, the Seller will provide to the Buyer performance
                  guarantees in all material respects identical to the A319/A320
                  Performance Guarantees under the Agreement.

      A.10        [*]

                  [*]

7 -   EXHIBITS

      For the purposes of the Amendment 7 Aircraft the following Exhibits,
      attached hereto, are incorporated into the Agreement and are applicable to
      the Amendment 7 Aircraft in accordance with the terms and conditions set
      forth in this Amendment:

      Exhibit A-2                Amendment 7 A321 Standard Specification

AWE - A318/A320                     AM7 - 19

<PAGE>

      Exhibit A-3                Amendment 7 A319 Standard Specification
      Exhibit A-4                Amendment 7 A320 Standard Specification
      Exhibit B-2                Amendment 7 A321 Aircraft SCNs
      Exhibit B-3                Amendment 7 A319 Aircraft SCNs
      Exhibit B-4                Amendment 7 A320 Aircraft SCNs
      Exhibit D-2                Amendment 7 Airframe Price Revision Formula
      Exhibit E                  Amendment 7 International Aero Engines Price
                                 Revision Formula
      Exhibit H                  Amended and Restated Technical Publications

8 -   EFFECT OF THE AMENDMENT

8.1   This Amendment and the accompanying Letter Agreements contain the entire
      agreement between the parties with respect to the subject matter hereof
      and supersede any previous understanding, commitments or representations
      whatsoever, whether oral or written (including, without limitation, the
      Term Sheet dated May 26, 2004 (Reference AVSA 5319.8) between the Buyer
      and the Seller).

8.2   The Agreement will be deemed amended to the extent provided in this
      Amendment and the accompanying Letter Agreements and, except as
      specifically amended hereby, will continue in full force and effect in
      accordance with its original terms. Both parties agree that this Amendment
      and the accompanying Letter Agreements will constitute an integral,
      nonseverable part of the Agreement and be governed by its provisions,
      except that if the Agreement and this Amendment have specific provisions
      that are inconsistent, the specific provisions contained in this Amendment
      will govern.

9 -   CONFIDENTIALITY

      The Seller and the Buyer (including their employees, agents and advisors)
      agree to keep the terms and conditions of this Amendment strictly
      confidential, except as required by applicable law or pursuant to legal
      process. The Seller and the Buyer will consult prior to any public
      disclosure regarding this Amendment; provided, however that, following
      execution of this Amendment, Buyer may make such disclosure thereof as may
      be required by law or governmental orders, rules or regulations.

10 -  GOVERNING LAW

      THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY
      AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE
      WITH THE PROVISIONS OF SUBPARAGRAPH 22.3 OF THE AGREEMENT.

AWE - A318/A320                     AM7 - 20

<PAGE>

      IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
      INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.

AWE - A318/A320                     AM7 - 21

<PAGE>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                              Very truly yours,

                                              AVSA S.A.R.L.

                                              By: /s/ Marie-Pierre Merle-Beral

                                              Its: AVSA Chief Executive Officer

Accepted and Agreed,

AMERICA WEST AIRLINES, INC.

By: /s/ Thomas T. Weir

Its: Vice President and Treasurer

AWE - A318/A320                     AM7 - 22



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                   CHANGE ORDERS TO AMENDMENT 7 A321 AIRCRAFT
                          STANDARD SPECIFICATION (SCNS)

  All change orders listed in this Exhibit B-2 will be SCNs for the purpose of
                    Subparagraph 6.2.A.3.2 of the Amendment.

AWE - A318/A320 AM7
Exh B-2 - A321 SCNs                  EX B - 2 - 1

<PAGE>

                                                                   EXHIBIT B - 2

                                  AMERICA WEST
                                    A321 SCNS

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-2 - A321 SCNs                  EX B - 2 - 2

<PAGE>

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-2 - A321 SCNs                  EX B - 2 - 3

<PAGE>

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-2 - A321 SCNs                  EX B - 2 - 4

<PAGE>

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-2 - A321 SCNs                  EX B - 2 - 5




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                     EXHIBIT B-3

                   CHANGE ORDERS TO AMENDMENT 7 A319 AIRCRAFT
                          STANDARD SPECIFICATION (SCNS)

All change orders listed in this Exhibit B-3 will be SCNs for the purpose of
Subparagraph 4.2.A.3.2 of the Amendment.

AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs                  EXH B - 3 - 1

<PAGE>

                                                                     EXHIBIT B-3

                                  AMERICA WEST
                                    A319 SCNS

<TABLE>
<CAPTION>
ATA                                  TITLE
---                                  -----
<S>                                  <C>
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
</TABLE>

AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs                  EXH B - 3 - 2

<PAGE>

<TABLE>
<CAPTION>
ATA                                  TITLE
---                                  -----
<S>                                  <C>
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
</TABLE>

AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs                  EXH B - 3 - 3

<PAGE>

<TABLE>
<CAPTION>
ATA                                  TITLE
---                                  -----
<S>                                  <C>
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
</TABLE>

AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs                  EXH B - 3 - 4

<PAGE>

<TABLE>
<CAPTION>
ATA                                  TITLE
---                                  -----
<S>                                  <C>
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
[*]                                   [*]
</TABLE>

AWE - A318/A320 AM7
EXH B - 3 - A319 SCNs                  EXH B - 3 - 5




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                     EXHIBIT B-4

                   CHANGE ORDERS TO AMENDMENT 7 A320 AIRCRAFT
                          STANDARD SPECIFICATION (SCNS)

  All change orders listed in this Exhibit B-4 will be SCNs for the purpose of
                    Subparagraph 5.2.A.3.2 of the Amendment.

AWE - A318/A320 AM7
Exh B-4 - A320 SCNs                  EX B - 4 - 1

<PAGE>

                                                                   EXHIBIT B - 4

                                  AMERICA WEST
                                    A320 SCNS

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-4 - A320 SCNs                  EX B - 4 - 2

<PAGE>

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-4 - A320 SCNs                  EX B - 4 - 3

<PAGE>

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-4 - A320 SCNs                  EX B - 4 - 4

<PAGE>

<TABLE>
<CAPTION>
ATA                                   TITLE
---                                   -----
<S>                                   <C>
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
[*]                                    [*]
</TABLE>

AWE - A318/A320 AM7
Exh B-4 - A320 SCNs                  EX B - 4 - 5




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                     EXHIBIT D-2

                  AMENDMENT 7 AIRFRAME PRICE REVISION FORMULA

      l.    BASE PRICE

            The Base Price of the A320 Airframe for the Amendment 7 A320
            Aircraft, the Base Price of the A319 Airframe for the Amendment 7
            A319 Aircraft and the Base Price of the A321 Airframe for the
            Amendment 7 A321 Aircraft are as set forth in the Amendment in
            January 2003 delivery conditions and will be escalated to the date
            of Aircraft (excluding A318 Aircraft) delivery as set forth in this
            Exhibit D-2.

      2.    BASE PERIOD

            The above Base Price has been established in accordance with the
            averaged economic conditions prevailing in December 2001, January
            2002, February 2002 and corresponding to theoretical delivery
            conditions prevailing in January 2003 as defined by [*] index values
            indicated in Paragraph 4 of this Exhibit D-2.

            The Base Price is subject to adjustment for changes in economic
            conditions as measured by data obtained from the US Department of
            Labor, Bureau of Labor Statistics, and in accordance with the
            provisions of Paragraphs 4 and 5 of this Exhibit D-2.

            [*] index values indicated in Paragraph 4 of this Exhibit D-2 will
            not be subject to any revision of these indexes.

      3.    REFERENCE INDEXES

            Labor Index: [*]

            Material Index: [*]

4 -   REVISION FORMULA

      [*]

      [*]

      [*]

      [*]

AWE - A318/A320 - AM 7               Exh D-2 - 1

<PAGE>

                                                                     EXHIBIT D-2

      [*]

      [*]

      [*]

      [*]

      [*]

      In determining the Revised Base Price at delivery of the Amendment 7
      Aircraft (excluding A318 Aircraft), each quotient will be calculated to
      the nearest ten thousandth (4 decimals). If the next succeeding place is
      five (5) or more, the preceding decimal place will be raised to the next
      higher figure. The final factor will be rounded to the nearest ten
      thousandth (4 decimals). After final computation, Pn will be rounded to
      the next whole number (0.5 or more rounded to l).

5.    GENERAL PROVISIONS

5.1   Substitution of Indexes

      In the event that:

      (i)   the U.S. Department of Labor substantially revises the methodology
            of calculation of any of the indexes referred to hereabove, or

      (ii)  the U.S. Department of Labor discontinues, either temporarily or
            permanently, any of the indexes referred to hereabove, or

      (iii) the data samples used to calculate any of the indexes referred to
            hereabove are substantially changed,

      the Seller will select a substitute index.

      Such substitute index will reflect as closely as possible the actual
      variations of the wages or of the material costs, as the case may be, used
      in the calculation of the original index.

AWE - A318/A320 - AM 7               Exh D-2 - 2

<PAGE>

                                                                     EXHIBIT D-2

      As a result of this selection of a substitute index, the Seller will make
      an appropriate adjustment to its price revision formula, allowing to
      combine the successive utilization of the original index and of the
      substitute index.

5.2   Final Index Values

      The Revised Base Price at the date of Amendment 7 Aircraft (excluding A318
      Aircraft) delivery will be final and will not be subject to further
      adjustments of any kind and for any reason to the applicable indexes as
      published at the date of Amendment 7 Aircraft (excluding A318 Aircraft)
      delivery.

AWE - A318/A320 - AM 7               Exh D-2 - 3




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                       EXHIBIT E

                     AMENDMENT 7 INTERNATIONAL AERO ENGINES
                             PRICE REVISION FORMULA

1           REFERENCE PERIOD

            The Reference Price of a set of two (2) International Aero Engines
            V2524-A5 powerplants is as quoted in Paragraph 4.2.A.3.3 to
            Amendment 7 to the Agreement. The Reference Price of a set of two
            (2) International Aero Engines V2527-A5 powerplants is as quoted in
            Paragraph 5.2.A.3.3 to Amendment 7 to the Agreement. The Reference
            Price of a set of two (2) International Aero Engines V2533-A5
            powerplants is as quoted in Paragraph 6.2.A.3.3 to Amendment 7 to
            the Agreement.

            This Reference Price is valid for Aircraft delivered [*], and is
            subject to adjustment for changes in economic conditions as measured
            by data obtained from the US Department of Labor, Bureau of Labor
            Statistics, and in accordance with the provisions of Paragraphs 4
            and 5 of this Exhibit E to Amendment 7 to the Agreement.

2           REFERENCE PERIOD

            The above Reference Price has been established in accordance with
            the averaged economic conditions prevailing in June 2000, July 2000,
            August 2000 (delivery conditions January 2001), as defined,
            according to INTERNATIONAL AERO ENGINES by the [*] index values
            indicated in Paragraph 4 of this Exhibit E to Amendment 7 to the
            Agreement.

3           INDEXES

            Labor Index: [*]

            The quarterly value released for a certain month (March, June,
            September and December) shall be the one deemed to apply for the two
            preceding months.

            Index code for access on the Web site of the US Bureau of Labor
            Statistics: [*]

            Material Index: [*]

            [*]

4           REVISION FORMULA

AWE A318/A320 - AM7                  Exh E - 1

<PAGE>

                                                                       EXHIBIT E

            [*]

            [*]

            [*]

            [*]

            [*]

            [*]

            [*]

            [*]

            [*]

            In determining the Revised Reference Price [*] shall be calculated
            to the nearest tenth (1 decimal). Each quotient [*] shall be
            calculated to the nearest ten-thousandth (4 decimals). If the next
            succeeding place is five (5) or more the preceding decimal place
            shall be raised to the next higher figure.

            After final computation Pn shall be rounded to the nearest whole
            number (0.5 rounds to 1).

5           GENERAL PROVISIONS

5.1         The revised Reference Price at the date of Aircraft Delivery shall
            be the final price and shall not be subject to any further
            adjustments in the indexes.

5.2         If no final index values are available for any of the applicable
            month, the then published preliminary figures shall be the basis on
            which the Revised Reference Price shall be computed.

AWE A318/A320 - AM7                  Exh E - 2

<PAGE>

                                                                       EXHIBIT E

5.3         If the US Department of Labor substantially revises the methodology
            of calculation or discontinues any of the indexes referred to in
            this Attachment I to Exhibit 2, the Seller shall reflect the
            substitute for the revised or discontinued index selected by
            INTERNATIONAL AERO ENGINES, such substitute index to lead in
            application to the same adjustment result, insofar as possible, as
            would have been achieved by continuing the use of the original index
            as it may have fluctuated had it not been revised or discontinued.

            Appropriate revision of the formula shall be made to accomplish this
            result.

5.4         Should the above escalation provisions become null and void by
            action of the US Government, the price shall be adjusted due to
            increases in the costs of labor and material which have occurred
            from the period represented by the applicable Reference Price
            Indexes to the Fifth (5th), Sixth (6th) and Seventh (7th) months
            averaged prior to the scheduled delivery of the applicable Aircraft.

5.5         The Revised Reference Price at delivery of the Aircraft in no event
            will be less than the Reference Price defined in Paragraph 4.2.A.3.3
            to Amendment 7 to the Agreement for the V2524-A5, in Paragraph
            5.2.A.3.3 to Amendment 7 to the Agreement for the V2527-A5, and in
            Paragraph 6.2.A.3.3 to Amendment 7 to the Agreement for the
            V2533-A5, as applicable.

AWE A318/A320 - AM7                  Exh E - 3




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

                                                                       EXHIBIT F

                            INTENTIONALLY LEFT BLANK

AWE A318/A320 - AM 7                 Exh F - 1

<PAGE>

                                                                       EXHIBIT G

                            INTENTIONALLY LEFT BLANK

AWE A318/A320 - AM 7                 Exh G - 1

<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                       EXHIBIT H

                         AMENDED AND RESTATED EXHIBIT H

                             TECHNICAL PUBLICATIONS

This Exhibit H lists the form, type, quantity and delivery dates for the
Technical Publications to be provided to the Buyer pursuant to Clause 14 of the
Agreement as amended by this Amendment. The term Aircraft used herein shall
refer to Aircraft or Amendment 7 Aircraft under the Agreement, as amended, as
applicable. It is hereby agreed and understood that Technical Publications
listed hereafter will be provided by the Seller to the Buyer under a revision
service format to include the Aircraft as defined under the Agreement and the
Amendment 7 Aircraft as defined under this Amendment. All Technical Publications
in this Exhibit H refer to combined A318/A319/A320/A321 Technical Publications.
Only the following Technical Publications cannot be combined and shall be
provided type specifically for the A319, A320, A321 and the A318 Aircraft:

            -     Maintenance Facility Planning and Airplane Characteristics

            -     Flight Manual

            -     Master Minimum Equipment List

            -     Weight and Balance Manual

            -     Component Documentation Status

            -     Crash Crew Chart

The description of each Technical Publication listed below is provided in the
2004 Airbus North America Customer Services Catalog.

NOMENCLATURE                             Self-explanatory.

ABBREVIATED DESIGNATION (Abbr)           Self-explanatory.

FORM

OL-A        ON-LINE through Airbus On-Line Services: Advanced Consultation and
            Navigation System

CD-A        CD-ROM: Advanced Consultation and Navigation System

CD-P        CD-ROM: including PDF - Portable Document Format- Data

D           DISKETTE (Floppy Disk)

DD          DIGITAL DATA in MS Word format

AWE - A318/A320 - AM7                   Exh H - 1

<PAGE>

                                                                       EXHIBIT H

DVD         DVD - Digital Versatile Disk including

P1          PRINTED ONE SIDE. Refers to manuals in paper with print on one (1)
            side of the sheets only.

P2          PRINTED BOTH SIDES. Refers to manuals with print on both sides of
            the sheets.

SGML        STANDARD GENERALIZED MARK-UP LANGUAGE, which allows further data
            processing by the Buyer

TYPE

C           CUSTOMIZED. Refers to manuals that are applicable to an individual
            Airbus customer/operator fleet or aircraft.

G           GENERIC. Refers to manuals that are for all aircraft
            types/models/series.

E           ENVELOPE. Refers to manuals that are applicable to a whole group of
            Airbus customers for a specific aircraft type/model/series.

P           PRELIMINARY. Refers to preliminary data or manuals which may consist
            of either:

                        - one-time issue not maintained by revision service, or

                        - preliminary issues maintained by revision service
                        until final manual or data delivery, or

                        - supply of best available data under final format with
                        progressive completion through revision service.

ATA         Manuals established in general compliance with Revision 23 and
            digital standards established in general compliance with ATA
            Specification 2200 (iSpec 2200), Information Standards for Aviation
            Maintenance. Subsequent revisions of the ATA Specification will be
            considered.

QUANTITY (Qty)    Quantity to be delivered to the Buyer

DELIVERY (Deliv)  Delivery refers to scheduled delivery dates and is expressed
                  in either the number of corresponding days prior to first
                  Aircraft delivery, or nil (0) corresponding to the first
                  delivery day.

                  The number of days indicated shall be rounded up to the next
                  regular revision release date.

AWE - A318/A320 - AM7                   Exh H - 2

<PAGE>

<TABLE>
<CAPTION>
          NOMENCLATURE                 ABBR        FORM    TYPE    ATA     QTY    DELIV  COMMENTS
          ------------                 ----        ----    ----    ---     ---    -----  --------
<S>                                    <C>         <C>     <C>     <C>     <C>    <C>    <C>
   OPERATIONAL MANUALS AND DATA
Flight Crew Operating Manual           FCOM        [*]     [*]     [*]     [*]      90     [*]
                                       FCOM        [*]     [*]     [*]     [*]      90     [*]
                                       FCOM        [*]     [*]     [*]     [*]      90     [*]
                                       FCOM        [*]     [*]     [*]     [*]      90     [*]
Flight Manual                          FM          [*]     [*]     [*]     [*]       0     [*]
Master Minimum Equipment List          MMEL        [*]     [*]     [*]     [*]     180     [*]
                                       MMEL        [*]     [*]     [*]     [*]     180     [*]
                                       MMEL        [*]     [*]     [*]     [*]     180
Quick Reference Handbook               QRH         [*]     [*]     [*]     [*]      90     [*]
Trim Sheet                             TS          [*]     [*]     [*]               0     [*]
Weight and Balance Manual              WBM         [*]     [*]     [*]     [*]       0     [*]
Performance Engineer's Programs        PEP         [*]     [*]     [*]     [*]      90     [*]
                                       PEP         [*]     [*]     [*]     [*]      90
Performance Programs Manual            PPM         [*]     [*]     [*]     [*]      90     [*]
Noise Level Calculation Program        NLCP        [*]     [*]     [*]     [*]      90
</TABLE>

<TABLE>
<CAPTION>
       NOMENCLATURE                    ABBR        FORM    TYPE    ATA     QTY    DELIV  COMMENTS
       ------------                    ----        ----    ----    ---     ---    -----  --------
<S>                                    <C>         <C>     <C>     <C>     <C>    <C>    <C>
   MAINTENANCE AND ASSOCIATED MANUALS
Aircraft Maintenance Manual            AMM         [*]      [*]    [*]     [*]      90     [*]
                                       AMM         [*]      [*]    [*]     [*]      90     [*]
                                       AMM         [*]      [*]    [*]     [*]      90     [*]
Aircraft Schematics Manual             ASM         [*]      [*]    [*]     [*]      90     [*]
                                       ASM         [*]      [*]    [*]     [*]      90
                                       ASM         [*]      [*]    [*]     [*]      90     [*]
Aircraft Wiring Lists                  AWL         [*]      [*]    [*]     [*]      90     [*]
                                       AWL         [*]      [*]    [*]     [*]      90
                                       AWL         [*]      [*]    [*]     [*]      90     [*]
Aircraft Wiring Manual                 AWM         [*]      [*]    [*]     [*]      90     [*]
                                       AWM         [*]      [*]    [*]     [*]      90
                                       AWM         [*]      [*]    [*]     [*]      90     [*]
</TABLE>

AWE - A318/A320 - AM7                   Exh H - 3

<PAGE>

<TABLE>
<CAPTION>
           NOMENCLATURE                  ABBR      FORM     TYPE   ATA     QTY    DELIV  COMMENTS
           ------------                  ----      ----     ----   ---     ---    -----  --------
<S>                                    <C>         <C>      <C>    <C>     <C>    <C>    <C>
  MAINTENANCE AND ASSOCIATED MANUALS

Consumable Material List               CML         [*]      [*]    [*]     [*]     180
Duct Repair Manual                     DRM         [*]      [*]    [*]     [*]      90
Electrical Load Analysis               ELA         [*]      [*]    [*]     [*]       0     [*]
Electrical Standard Practices Manual   ESPM        [*]      [*]    [*]     [*]      90     [*]
                                       ESPM        [*]      [*]    [*]     [*]      90     [*]
                                       ESPM        [*]      [*]    [*]     [*]      90     [*]
Flight Data Recording Parameter        FDRPL       [*]      [*]    [*]     [*]      90
Library
Fuel Pipe Repair Manual                FPRM        [*]      [*]    [*]     [*]      90
Illustrated Parts Catalog              IPC/ACRT    [*]      [*]    [*]     [*]      90     [*]
(Airframe)/Additional Cross
Reference Table                        IPC/ACRT    [*]      [*]    [*]     [*]      90     [*]
                                       IPC/ACRT    [*]      [*]    [*]     [*]      90     [*]
Illustrated Parts Catalog (Power       PIPC        [*]      [*]    [*]     [*]      90     [*]
Plant)
</TABLE>

AWE - A318/A320 - AM7                   Exh H - 4

<PAGE>

<TABLE>
<CAPTION>
            NOMENCLATURE                   ABBR         FORM    TYPE  ATA   QTY     DELIV  COMMENTS
            ------------                   ----         ----    ----  ---   ---     -----  --------
<S>                                        <C>          <C>     <C>   <C>   <C>     <C>    <C>
   MAINTENANCE AND ASSOCIATED MANUALS
Maintenance Planning Document              MPD          [*]     [*]   [*]   [*]      360     [*]
Maintenance Review Board Report            MRBR         [*]     [*]   [*]   [*]      360     [*]
STT = SES (Support Equipment Sumary), TEI  STT          [*]     [*]   [*]   [*]      360     [*]
(Tool Equipment Index) & TEM (Tool
Equipment Manual)
Tool and Equipment Bulletins               TEB          [*]     [*]   [*]   [*]        -
Tool and Equipment Drawings                TED          [*]     [*]   [*]   [*]      360     [*]

Engineering Documentation Combined Index   EDCI         [*]     [*]   [*]   [*]       90     [*]
Trouble Shooting Manual                    TSM          [*]     [*]   [*]   [*]       90     [*]
                                           TSM          [*]     [*]   [*]   [*]       90     [*]
                                           TSM          [*]     [*]   [*]   [*]       90     [*]
</TABLE>

AWE - A318/A320 - AM7                   Exh H - 5
<PAGE>

<TABLE>
<CAPTION>
               NOMENCLATURE                ABBR      FORM     TYPE  ATA    QTY   DELIV  COMMENTS
------------------------------------------------------------------------------------------------
<S>                                        <C>       <C>      <C>   <C>    <C>   <C>    <C>
   STRUCTURAL MANUALS
Nondestructive Testing Manual              NTM        [*]     [*]   [*]    [*]     90
Nacelle Structural Repair Manual           NSRM       [*]     [*]   [*]            90     [*]
Structural Repair Manual                   SRM        [*]     [*]   [*]    [*]     90     [*]
                                           SRM        [*]     [*]   [*]    [*]     90     [*]
      OVERHAUL DATA
Component Documentation Status             CDS        [*]     [*]   [*]    [*]     90     [*]
Component Evolution List                   CEL        [*]     [*]   [*]    [*]      -     [*]
Component Maintenance Manual -
Manufacturer                               CMMM       [*]     [*]   [*]    [*]     90     [*]
Component Maintenance Manual - Vendor      CMMV       [*]     [*]   [*]            90     [*]
Cable Fabrication Manual                   CFM        [*]     [*]   [*]    [*]     90
</TABLE>

AWE - A318/A320 - AM7                       Exh H - 6

<PAGE>

<TABLE>
<CAPTION>
               NOMENCLATURE                ABBR       FORM    TYPE  ATA    QTY   DELIV    COMMENTS
--------------------------------------------------------------------------------------------------
<S>                                        <C>        <C>     <C>   <C>    <C>   <C>      <C>
   ENGINEERING DOCUMENTS
Installation and Assembly Drawings
(Mechanical)                               IAD        [*]     [*]   [*]    [*]     0       [*]
Process and Material Specification         PMS        [*]     [*]   [*]    [*]     0
Parts Usage (Effectivity)                  PU         [*]     [*]   [*]    [*]     0       [*]
Schedule (Drawing Nomenclature)            S          [*]     [*]   [*]    [*]     0       [*]
Standards Manual                           SM         [*]     [*]   [*]    [*]   180
Stress Data Analysis                                                                       [*]
</TABLE>

AWE - A318/A320 - AM7                       Exh H - 7

<PAGE>

<TABLE>
<CAPTION>
               NOMENCLATURE                 ABBR        FORM    TYPE  ATA   QTY   DELIV   COMMENTS
--------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>     <C>   <C>   <C>   <C>     <C>
   MISCELLANEOUS PUBLICATIONS
Airplane Characteristics for Airport        AMVG         [*]    [*]   [*]   [*]    360    [*]
Planning / AC
Maintenance Facility Planning / MFP
Ground Support Equipment Vendor
Information Manual / GSE VIM

ATA 100 INDEX                               ATI          [*]    [*]   [*]   [*]    360
CADETS (Technical Publications Training)    CADS         [*]    [*]   [*]   [*]    360
Aircraft Recovery Manual                    ARM          [*]    [*]   [*]   [*]     90    [*]
Crash Crew Chart                            CCC          [*]    [*]   [*]   [*]    180    [*]
Cargo Loading System Manual                 CLS          [*]    [*]   [*]   [*]    180    [*]
List of Applicable Publications             LAP          [*]    [*]   [*]   [*]     90
List of Radioactive and Hazardous Elements  LRE          [*]    [*]   [*]   [*]     90
Livestock Transportation Manual             LTM          [*]    [*]   [*]   [*]     90    [*]
Service Bulletins                           SB           [*]    [*]   [*]   [*]      0

Service Information Letters                 SIL          [*]    [*]   [*]            0    [*]
                                            SIL          [*]    [*]   [*]   [*]      0
</TABLE>

AWE - A318/A320 - AM7                       Exh H - 8

<PAGE>

<TABLE>
<CAPTION>
               NOMENCLATURE                 ABBR       FORM    TYPE  ATA    QTY   DELIV   COMMENTS
---------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>     <C>   <C>    <C>   <C>     <C>
   MISCELLANEOUS PUBLICATIONS

Supplier Product Support Agreements 2000    SPSA       [*]     [*]   [*]    [*]    360    [*]
                                            SPSA       [*]     [*]   [*]    [*]    360

Transportability Manual                     TM         [*]     [*]   [*]    [*]    180

Vendor Information Manual                   VIM        [*]     [*]   [*]    [*]    360
                                            VIM        [*]     [*]   [*]    [*]    360
</TABLE>

AWE - A318/A320 - AM7                       Exh H - 9

<PAGE>

                                                                   APPENDIX A TO
                                                                       EXHIBIT H

                                 LICENSE FOR USE
                  OF THE PERFORMANCE ENGINEERING PROGRAMS (PEP)

1.       GRANT

         The Seller grants to the Buyer the right to use the Performance
         Engineering Programs (PEP) in machine-readable form on a single
         computer network during the term of this license agreement (the
         "License Agreement").

         Use of the PEP in readable form shall be limited to one (1) copy.
         However, the Buyer may make duplicate copies, provided that they are
         either contained in the same network as the original copy, or produced
         for checkpoint and restart purposes or made with the consent of the
         Seller for a specific need.

2.       MERGING

         The PEP may be used and adapted in machine-readable form for the
         purpose of merging it into other program material of the Buyer, but, on
         termination of this License Agreement, the Buyer shall remove the PEP
         from the other program material with which it has been merged.

         The Buyer agrees to reproduce the copyright and other notices as they
         appear on or within the original media on any copies that the Buyer
         makes of the PEP.

3.       PERSONAL LICENSE

         The above described license is personal to the Buyer and its computer
         service contractors, nontransferable and nonexclusive.

4.       INSTALLATION

         It is the Buyer's responsibility to install the PEP and to perform any
         mergings and checks. The Seller shall, however, assist the Buyer's
         operations engineers in the initial phase following the delivery of the
         PEP until such personnel reach the familiarization level required to
         make inputs and correlate outputs.

AWE - A318/A320 - AM7                      Exh H - 10

<PAGE>

5.       PROPRIETARY RIGHTS AND NONDISCLOSURE

5.1      The PEP and the copyright and other proprietary rights of whatever
         nature in the PEP are and shall remain with the Seller. The PEP and its
         contents are designated as confidential.

5.2      The Buyer undertakes not to disclose the PEP, parts thereof or its
         contents to any third party except the Buyer's computer service
         provider, without the prior written consent of the Seller. Insofar as
         it is necessary to disclose aspects of the PEP to employees, such
         disclosure is permitted only for the purpose for which the PEP is
         supplied and only to the employee who needs to know the same.

6.       CONDITIONS OF USE

6.1      The Seller does not warrant that the PEP shall contain no errors.
         However, should the PEP be found to contain any error at delivery of
         the PEP, the Buyer shall notify the Seller promptly thereof and the
         Seller shall take all proper steps to correct the same at its own
         expense.

6.2      The Buyer shall ensure that the PEP is correctly used in appropriate
         machines as indicated in the Performance Programs Manual (PPM) and that
         staff are properly trained to use the same, to trace and correct
         running faults, to restart and recover after fault and to operate
         suitable checks for accuracy of input and output.

6.3      It is understood that the PPM is the user's guide of the PEP and that
         the Buyer shall undertake to use the PEP in accordance with the PPM.

6.4      The PEP is supplied under the express condition that the Seller shall
         have no liability in contract or in tort arising from or in connection
         with the Buyer's use of or inability to use the PEP.

7.       DURATION

         Subject to the Buyer's compliance with the terms of this License
         Agreement, the rights under this License Agreement shall be granted to
         the Buyer for as long as the Buyer operates an Aircraft to which the
         PEP refers.

AWE - A318/A320 - AM7                     Exh H - 11




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                             LETTER AGREEMENT NO. 2
                               TO AMENDMENT NO. 7

                                                             As of July 30, 2004

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

Re:      FLEXIBILITY

Dear Ladies and Gentlemen:

         In connection with the execution of Amendment No. 7 (the "Amendment")
to the Airbus A319/A320 Purchase Agreement dated as of September 12, 1997, (the
"Agreement") between AVSA S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES,
INC., (the "Buyer"), the Buyer and the Seller have agreed to amend Letter
Agreement No. 2 to Amendment No. 3 to the Agreement, as amended by Amendments 4,
5 and 6, with this Letter Agreement No. 2 to the Amendment (the "Letter
Agreement") to the Amendment. For the purposes of this Letter Agreement only,
the term Aircraft as defined under the Agreement will be deemed to include
Amendment No. 7 Aircraft only. Capitalized terms used herein and not otherwise
defined in this Letter Agreement will have the meanings assigned thereto in the
Agreement or the Amendment. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of the Amendment, except that if the Agreement or
the Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

  1.     Cancellation of Unexercised Option Aircraft and Purchase Right Aircraft

         The remaining [*] unexercised Option Aircraft provided in Paragraph 2
         of Letter Agreement No. 2 to Amendment No. 3 to the Agreement, as
         amended, and the twenty-five (25) Purchase Right Aircraft provided in
         Paragraph 3 of Letter Agreement No. 2 to Amendment No. 3 to the
         Agreement, as amended, are hereby cancelled and neither party has any
         remaining rights or obligations with respect thereto. Paragraph 2 of
         Letter

AWE - A318/A320 - LA2-AM7                LA2 - 1

<PAGE>

         Agreement No. 2 to Amendment No. 3, as amended shall have no further
         force and effect with respect to any unexercised Option Aircraft.
         Paragraph 3 of Letter Agreement No. 2 to Amendment No. 3, as amended,
         is cancelled and shall have no further force and effect.

2.       New Purchase Right Aircraft

2.1      The Seller hereby grants to Buyer the right to purchase up to fourteen
         (14) New Purchase Right Aircraft, which the Buyer will have the right
         to purchase as either an A319, A320 and/or A321 Aircraft for delivery
         dates in [*]

2.2      The New Purchase Right Aircraft will remain without reserved delivery
         quarters by the Seller [*] until the Buyer requests a delivery date by
         written notice to the Seller, such notice also specifying the type of
         New Purchase Right Aircraft the Buyer is considering to firmly
         purchase. The Seller will then provide in writing within [*], subject
         to its industrial and commercial constraints at the time, a delivery
         month and year, which will remain subject to prior sale and other
         disposition until written confirmation of acceptance from the Buyer and
         concurrent payment of a Purchase Right Aircraft Predelivery Payment as
         set out in [*] of Letter Agreement No. 4 to the Amendment (upon which
         the New Purchase Right Aircraft will be an Amendment 7 Aircraft under
         the Agreement).

2.3      In connection with the unexercised Option Aircraft cancelled pursuant
         to Paragraph 1, above, the Seller acknowledges to have already received
         as of date hereof, from the Buyer Option Fees in the amount of US $[*]
         and the Seller and the Buyer agree that such Option Fees will be
         credited to the Buyer in increments of [*] against the New Purchase
         Right Aircraft Predelivery Payment to be paid by the Buyer to the
         Seller upon the exercise of each of the New Purchase Right Aircraft (as
         described in [*] of Letter Agreement No. 4 of the Amendment).

2.4      Purchase Incentives for New Purchase Right Aircraft are set forth in
         Letter Agreement No. 3 to the Amendment.

3.       A318 Aircraft Conversion and Cancellation Rights

         At the Buyer's request, the Seller grants the Buyer the right to
         convert up to fifteen (15) A318 Aircraft to either an Amendment 7 A319
         Aircraft, Amendment 7 A320 Aircraft and/or Amendment 7 A321 Aircraft
         (the "Converted A318 Aircraft") or alternately to cancel the A318
         Aircraft. The Buyer may exercise such conversion and cancellation
         rights as follows:

         (i)      [*]

         (ii)     [*]

         (iii)    [*]

AWE - A318/A320 - LA2-AM7                LA2 - 1

<PAGE>

         (iv)     A Converted A318 Aircraft becomes an Amendment 7 Aircraft upon
                  conversion.

4.       [*]

4.1      [*]

4.2      [*]

         QUOTE

         2.3      [*]

         UNQUOTE

4.3      [*]

5.       DELIVERY

         Notwithstanding any provisions of the Agreement to the contrary, the
         Seller shall not be obligated to deliver to the Buyer more than a total
         of [*] (including A318 Aircraft, [*], New Purchase Right Aircraft and
         Amendment 7 Aircraft) in any given calendar year. Any provision of the
         Agreement, as amended, or of any other agreement between the parties
         establishing a lower yearly threshold on the Seller's delivery
         obligations shall have no further force or effect.

6.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of the
         Buyer hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         Paragraph 6 will be void and of no force or effect.

AWE - A318/A320 - LA2-AM7                LA2 - 2

<PAGE>

         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                            Very truly yours,

                                            AVSA, S.A.R.L.

                                            By: /s/ Marie-Pierre Merle-Beral

                                            Its: AVSA Chief Executive Officer

Accepted and Agreed

AMERICA WEST AIRLINES, INC.

By: /s/ Thomas T. Weir

Its: Vice President and Treasurer

AWE - A318/A320 - LA2-AM7                LA2 - 3




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                             LETTER AGREEMENT NO. 3
                               TO AMENDMENT NO. 7

                                                             As of July 30, 2004

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

Re:   PURCHASE INCENTIVES

Dear Ladies and Gentlemen:

         In connection with the execution of Amendment No. 7 (the "Amendment ")
to the Airbus A319/A320 Purchase Agreement dated as of September 12, 1997 (the
"Agreement"), between AVSA S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES,
INC., (the "Buyer"), the Buyer and the Seller have agreed to set forth in this
Letter Agreement No. 3 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Amendment 7 Aircraft. Capitalized terms
used herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement as amended by this Amendment. The
terms "herein," "hereof" and "hereunder" and words of similar import refer to
this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of the Amendment, except that if the Agreement or
the Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern. [*]

1.       [*] CREDIT MEMORANDA AND PURCHASE INCENTIVES

1.1      [*] Credit Memorandum

         The Seller will provide to the Buyer a credit memorandum in the amount
         of US $[*]

1.2      [*] Credit Memorandum

AWE - A318/A319 - AM7                     LA3 - 1

<PAGE>

         The Seller will provide to the Buyer a credit memorandum in the amount
         of US $[*]

1.3      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in an
         amount of US $[*]

1.4      [*] Credit Memorandum

         The Seller will provide to the Buyer an [*] credit memorandum in the
         amount of US $[*]

1.5      [*] Credit Memorandum

         The Seller will provide to the Buyer an [*] credit memorandum in the
         amount of US $[*]

1.6      [*]

         [*] the Seller will provide to the Buyer a [*] credit in the form of a
         [*] [*] credit memorandum in the amount of US $ [*]

1.7      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

1.8      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

1.9      [*]

1.10     Application of the [*] Credit Memoranda

1.10.1   [*]

1.10.2   [*]

1.11.    [*] Credit Memorandum

1.11.1   The Seller will provide to the Buyer a [*] credit memorandum [*]

1.11.2   [*]

1.11.3   [*]

AWE - A318/A319 - AM7                     LA3 - 2

<PAGE>

1.12     [*] Credit Memorandum

         [*]

         [*]

2.       [*] CREDIT MEMORANDA AND PURCHASE INCENTIVES

2.1      [*] Credit Memorandum

         The Seller will provide to the Buyer a credit memorandum in the amount
         of US $[*]

2.2      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

2.3      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in an
         amount of US $[*]

2.4      [*] Credit Memorandum

         The Seller will provide to the Buyer an [*] credit memorandum in the
         amount of US $[*]

2.5      [*]

         [*], the Seller will provide to the Buyer a [*] credit memorandum in
         the amount of US $[*]

2.6      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

2.7      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

2.8      [*]

2.9      Application of the [*] Credit Memoranda

2.9.1    [*]

AWE - A318/A319 - AM7                     LA3 - 3

<PAGE>

2.9.2    [*]

2.10.    [*] Credit Memorandum

2.10.1   The Seller will provide to the Buyer a [*] credit memorandum [*] in the
         amount of US $[*]

2.10.2   [*]

2.10.3   [*]

2.11     [*] Credit Memorandum

         [*]

         [*]

3.       [*] CREDIT MEMORANDA AND PURCHASE INCENTIVES

3.1      [*] Credit Memorandum

         The Seller will provide to the Buyer a credit memorandum in the amount
         of US $[*]

3.2      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in an
         amount of US $[*]

3.3      [*] Credit Memorandum

         The Seller will provide to the Buyer an [*] credit memorandum in the
         amount of US $[*]

3.4      [*]

         [*] set out in [*] of Letter Agreement No. 5 to Amendment No. 3 to the
         Agreement, which is hereby cancelled with respect to the [*] the Seller
         will provide to the Buyer a [*] credit in the form of a [*]

3.5      [*] Credit Memorandum

         The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

3.6      [*] Credit Memorandum

AWE - A318/A319 - AM7                     LA3 - 4

<PAGE>

         The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

3.7      [*]

3.8      Application of the [*] Credit Memoranda

         [*]

3.9      [*] Credit Memorandum

3.9.1    The Seller will provide to the Buyer a [*] credit memorandum [*] in the
         amount of $[*]

3.9.2    [*]

3.10     [*] Credit Memorandum

         [*]

3.11     [*] Credit Memorandum

         [*]

         [*]

4.       [*] CREDIT MEMORANDUM APPLICABLE TO CERTAIN AIRCRAFT

4.1      The Seller will provide to the Buyer upon delivery of each [*]
         delivered to the Buyer up to an aggregate total maximum of [*] which
         have delivered [*] a further credit memorandum in an amount equal to US
         $[*]

4.2      [*]

4.3      [*]

4.4      If the Buyer enters into a [*] of at least [*] for a new [*] aircraft
         on or before the [*], as defined in [*] of Letter Agreement No. 2, the
         maximum quantity of aircraft specified in Subparagraph 4.1 above shall
         be immediately amended and modified to read [*]

5.       [*] CREDIT MEMORANDUM

5.1      The Seller will provide to the Buyer a [*] credit memorandum in the
         amount of US $[*]

5.2      [*]

AWE - A318/A319 - AM7                     LA3 - 5

<PAGE>

5.3      [*]

6.       [*]CREDIT MEMORANDUM [*]

         The Seller will provide to the Buyer upon delivery of each [*] a [*]
         credit memorandum in the amount of US $[*]

7.       [*] CREDIT MEMORANDUM

7.1      The Seller will provide, upon delivery of each of up to [*] to the
         Buyer, a credit memorandum equal to US $[*]

7.2      [*]

7.3      [*]

8.       [*]

         [*]

         (i)      [*]

         (ii)     [*]

         (iii)    [*]

         [*]

9.       [*]

9.1      [*]

9.2      [*]

10.      THE SELLER CREDIT MEMORANDA UNDER LETTER AGREEMENT NO. 3 TO AMENDMENT
         NO. 3

10.1     [*]

         [*]

10.2     [*]

         [*]

AWE - A318/A319 - AM7                     LA3 - 6

<PAGE>

10.3     [*] Credit Memorandum

         [*]

11.      ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement No. 3 to
         the Amendment, this Letter Agreement and the rights and obligations of
         the Buyer hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         Paragraph 11 will be void and of no force or effect.

AWE - A318/A319 - AM7                     LA3 - 7

<PAGE>

         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By: /s/ Marie-Pierre Merle-Beral

                                              Its: AVSA Chief Executive Officer

Accepted and Agreed

AMERICA WEST AIRLINES, INC.

By: /s/ Thomas T. Weir

Its: Vice President and Treasurer

AWE - A318/A319 - AM7                     LA3 - 8




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                    LETTER AGREEMENT NO. 4 TO AMENDMENT NO. 7
                          (AMENDED AND RESTATED LETTER
                        AGREEMENT NO. 4 TO THE AGREEMENT)

                                                             As of July 30, 2004

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

Re:      PREDELIVERY PAYMENTS

Dear Ladies and Gentlemen:

         In connection with the execution of Amendment 7 (the "Amendment") to
the Airbus A319/A320 Purchase Agreement dated as of September 12, 1997 (the
"Agreement"), between AVSA S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES,
INC., (the "Buyer"), the Buyer and the Seller have agreed to amend and restate
Letter Agreement No. 4 to the Agreement with this Letter Agreement No. 4 (the
"Letter Agreement") to the Amendment. For the purposes of this Letter Agreement
only, the term Aircraft as defined under the Agreement will be deemed to include
Additional Aircraft and Amendment 7 Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement or the Amendment. The terms "herein," "hereof" and
"hereunder" and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of the Amendment, except that if the Agreement or
the Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       PRIOR AGREEMENTS, PAYMENTS AND [*]

1.1      Old Predelivery Payments

         The Seller acknowledges that, as of even date herewith, the Buyer has
         paid to the Seller cash Predelivery Payments in accordance with the
         1990 Purchase Agreement in the total amount of US $ [*]

1.2      Deposits

AWE - A318/A320 - AM7                   LA4 - 1

<PAGE>

         The Seller acknowledges that prior to the date hereof the Buyer has
         paid the Seller cash deposits for the Aircraft as follows (the "Cash
         Deposits"):

         (i)      US $[*]

         (ii)     US $[*]

         (iii)    US $[*]

         The Cash Deposits were credited into the Prepayment Fund pursuant to
         the provisions of Subparagraph 1.3 hereof.

1.3      [*]

         [*]

1.4      [*]

         [*]

         [*]

         [*]

                  [*]

                  [*]

                  [*]

                  [*]

                  [*]

                  [*]

                  [*]

         [*]

2.       [*] PREDELIVERY PAYMENTS

AWE - A318/A320 - AM7                   LA4 - 1

<PAGE>

2.1      [*] predelivery payments [*] have been paid by the Buyer to the Seller
         [*]

         (i)      [*]; and

         (ii)     [*]

         (iii)    [*]

         (iv)     [*]

2.2      [*]

2.2.1    [*]

2.2.2    [*]

2.3      Adjustment of Predelivery Payments

2.3.1    Predelivery Payment [*]

         [*]

         [*]

2.3.2    [*]

         [*]

2.3.3    [*]

         [*]

         [*]

         [*]

         [*]

2.3.4    [*]

         [*]

2.4      Buyer's Breach of the Agreement

AWE - A318/A320 - AM7                   LA4 - 2

<PAGE>

         Notwithstanding the other provisions of the Agreement or this
         Amendment, in the event the Buyer materially breaches its obligations
         under the Agreement as amended, [*]

2.5      [*]

         [*]

         [*]

3.       [*]

3.1      [*]

3.2      [*]

3.3      [*]

3.4      [*]

         [*]

3.5      [*]

         [*]

3.6      [*]

3.6.1    [*]

3.6.2    [*]

3.6.3    [*]

3.6.4    [*]

3.6.4.1  (a)      [*]

         (b)      [*]

3. 6.4.2 (a)      [*]

AWE - A318/A320 - AM7                   LA4 - 3

<PAGE>

         (b)      [*]

3.6.5    [*]

3.7      [*]

3.8      [*]

3.9      [*]

         [*]

4.       OTHER MATTERS REGARDING PREDELIVERY PAYMENTS FOR PURCHASE RIGHT
         AIRCRAFT

         This Paragraph 4 will be for the sake of clarification only.

         [*]

5.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of the
         Buyer hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         Paragraph 5 will be void and of no force or effect.

AWE - A318/A320 - AM7                   LA4 - 4
<PAGE>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                          Very truly yours,

                                          AVSA, S.A.R.L.

                                          By: /s/ Marie-Pierre Merle-Beral

                                          Its: AVSA Chief Executive Officer

Accepted and Agreed

AMERICA WEST AIRLINES, INC.

By: /s/ Thomas T. Weir

Its: Vice President and Treasurer

AWE - A318/A320 - AM7                   LA4 - 5

<PAGE>

                                                                      APPENDIX 1

                                       [*]

[*]

[*]                                                       [*]
[*]
                                                     [*]

[*]

         1.       [*]

1.1      [*]

         (a)      [*]

                  [*]

         (b)      [*]

                  [*]

         (c)      [*]

         (d)      [*]

1.2      [*]

         [*]

1.3      [*]

         [*]

1.4      [*]

         [*]

AWE - A318/A320 - AM7                   LA4 - 6

<PAGE>

1.5      [*]

         [*]

1.6      [*]

         [*]

1.7      [*]

         [*]

2.       [*]

         [*]

2.1      [*]

         [*]

2.2      [*]

         [*]

2.3      [*]

         [*]

2.4      [*]

         [*]

         (a)  [*]

                  (i)      [*]

                           [*]

                  (ii)     [*]

                           [*]

         (b)      [*]

AWE - A318/A320 - AM7                   LA4 - 7

<PAGE>

                  [*]

         (c)      [*]

                  [*]

2.5      [*]

         [*]

2.6      [*]

         [*]

         (a)      [*]

         (b)      [*]

         (c)      [*]

         (d)      [*]

         (e)      [*]

         (f)      [*]

         (g)      [*]

         (h)      [*]

3.       [*]

         [*]

4.       [*]

4.1      [*]

         [*]

4.2      [*]

         [*]

AWE - A318/A320 - AM7                   LA4 - 8

<PAGE>

4.3      [*]

         [*]

4.4      [*]

         [*]

         (a)      [*]

         (b)      [*]

                  (i)      [*]

                  (ii)     [*]

                  [*]

         (c)      [*]

         4.5      [*]

                  [*]

                  [*]

5.       [*]

         (a)      [*]

         (b)      [*]

                  (x)      [*]

                  (y)      [*]

                  [*]

         (c)      [*]

         (d)      [*]

6.       [*]

AWE - A318/A320 - AM7                   LA4 - 9

<PAGE>

6.1      [*]

         [*]

         (a)      [*]

         (b)      [*]

         (c)      [*]

         (d)      [*]

                  (i)      [*]

                  (ii)     [*]

                  (iii)    [*]

                  (iv)     [*]

                  (v)      [*]

                  (vi)     [*]

6.2      [*]

                  (i)         [*]

                  (ii)        [*]

                  (iii)       [*]

                  (iv)        [*]

                  (v)         [*]

6.3      [*]

         [*]

AWE - A318/A320 - AM7                   LA4 - 10

<PAGE>

6.4      [*]

         [*]

6.5      [*]

         [*]

6.6      [*]

         [*]

7.       [*]

         [*]

8.       [*]

         [*]

9.       [*]

         [*]

10.      [*]

         [*]

11.      [*]

         (a)      [*]

         (b)      [*]

         (c)      [*]

AWE - A318/A320 - AM7                   LA4 - 11

<PAGE>

IN WITNESS WHEREOF, AMERICA WEST AIRLINES, INC. has caused this [*] to be signed
in its corporate name by its officer thereunto duly authorized, and to be dated
as of the day and year first above written.

                                               AMERICA WEST AIRLINES, INC.

                                               By: /s/ Thomas T. Weir

                                               Its: Vice President and Treasurer

AWE - A318/A320 - AM7                   LA4 - 30

<PAGE>

                                                                      APPENDIX 2

                                       [*]

[*]

            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]

AWE - A318/A320 - AM7                   LA4 - 31

<PAGE>

            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
            [*]                   [*]                 [*]
                                        [*]           [*]

AWE - A318/A320 - AM7                   LA4 - 32




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.

                             LETTER AGREEMENT NO. 5
                               TO AMENDMENT NO. 7

                                                             As of July 30, 2004

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

Re:   TRAINING AND OTHER PRODUCT SUPPORT MATTERS

Dear Ladies and Gentlemen:

      In connection with the execution of Amendment No. 7 to the Airbus
A319/A320 Purchase Agreement dated as of September 12, 1997, between AVSA
S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES, INC., (the "Buyer"), the
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5
(the "Letter Agreement") certain additional terms and conditions regarding the
sale of the Amendment 7 Aircraft and the Aircraft and the support of Airbus
aircraft in the Buyer's fleet. Capitalized terms used herein and not otherwise
defined in this Letter Agreement will have the meanings assigned thereto in the
Agreement. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of the Amendment, except that if the Agreement or the
Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

      The Seller will provide the training services described in this Letter
Agreement on the terms and conditions described herein.

1.    [*]

      [*]

      [*]

      (A)   [*]

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      (b)

      (b)   [*]

      (c)   [*]

2.    AMENDMENT 7 A321 TRAINING

2.1   AMENDMENT 7 A321 FLIGHT AND MAINTENANCE TRAINING AND TRAINING AIDS

      The Seller will, upon the Buyer's written request, train or cause to be
      trained, not earlier than [*] prior to the scheduled delivery quarter of
      the first Amendment 7 A321 Aircraft, for each of the Amendment 7 A321
      Aircraft, [*], the following personnel:

      (i)   the Buyer's ground personnel for a training period of up to [*], and

      (ii)  up to a total of [*] of [*] for the Buyer's flight crews. In
      addition, the Seller will provide to the Buyer with [*]

      Such [*] shall be conducted at the Airbus Training Center located in
      Miami, Florida ("ATC Miami").

2.2   AMENDMENT 7 A321 TRAINING CONFERENCE

      Training courses provided for the Buyer's personnel will be scheduled at
      dates mutually agreed during a training conference to be held
      approximately twelve (12) months prior to the first Amendment 7 A321
      Aircraft delivery. The courses will be scheduled for a minimum number of
      participants, to be agreed upon at the training conference,

3.    [*]

      [*]

4.    AOLS/AIDA ACCESS

      The Buyer and the Seller agree that Buyer shall be allowed [*] of Airbus
      On Line Services/Airbus Industrie Drawing Access (AOLS/AIDA), [*],
      pursuant to the [*], provided however, [*], to be agreed upon between
      Buyer and Seller.

5.    ASSIGNMENT

      Notwithstanding any other provision of this Letter Agreement or of the
      Agreement, this Letter Agreement and the rights and obligations of the
      Buyer hereunder will not be assigned or transferred in any manner without
      the prior written consent of the Seller, and any attempted assignment or
      transfer in contravention of the provisions of this Paragraph 5 will be
      void and of no force or effect.

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      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                          Very truly yours,

                                          AVSA, S.A.R.L.

                                          By: /s/ Marie-Pierre Merle-Beral

                                          Its: AVSA Chief Executive Officer

Accepted and Agreed

AMERICA WEST AIRLINES, INC.

By: /s/ Thomas T. Weir

Its: Vice President and Treasurer

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.


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                             LETTER AGREEMENT NO. 6
                                 TO AMENDMENT 7

                            INTENTIONALLY LEFT BLANK

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                             LETTER AGREEMENT NO. 7
                                 TO AMENDMENT 7

                            INTENTIONALLY LEFT BLANK

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                             LETTER AGREEMENT NO. 8
                                 TO AMENDMENT 7

                            INTENTIONALLY LEFT BLANK

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