<PAGE>

                                                                    Exhibit 10.4

                                                                  EXECUTION COPY

           *** CERTAIN CONFIDENTIAL INFORMATION 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

                                   $89,000,000

                                 LOAN AGREEMENT

                         DATED AS OF SEPTEMBER 27, 2005

                                      AMONG

                                US AIRWAYS, INC.
                                       AND
                          AMERICA WEST AIRLINES, INC.,
                                  AS BORROWERS,

                             US AIRWAYS GROUP, INC.,
                                  AS GUARANTOR,

                           AIRBUS FINANCIAL SERVICES,
                        AS INITIAL LENDER AND LOAN AGENT

                                       AND

                           WELLS FARGO BANK NORTHWEST,
                              NATIONAL ASSOCIATION
                               AS COLLATERAL AGENT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS ..............     1
   SECTION 1.1    DEFINED TERMS .........................................    22
   SECTION 1.2    COMPUTATION OF TIME PERIODS ...........................    22
   SECTION 1.3    ACCOUNTING TERMS AND PRINCIPLES .......................    22
   SECTION 1.4    CERTAIN TERMS .........................................    22

ARTICLE II THE LOANS ....................................................    22
   SECTION 2.1    THE LOANS .............................................    22
   SECTION 2.2    BORROWING PROCEDURES ..................................    24
   SECTION 2.3    SCHEDULED REPAYMENT OF THE LOANS ......................    25
   SECTION 2.4    EVIDENCE OF DEBT; USE OF PROCEEDS .....................    25
   SECTION 2.5    OPTIONAL PREPAYMENTS ..................................    27
   SECTION 2.6    MANDATORY PREPAYMENTS .................................    28
   SECTION 2.7    INTEREST ..............................................    30
   SECTION 2.8    FEES ..................................................    30
   SECTION 2.9    PAYMENTS AND COMPUTATIONS .............................    31
   SECTION 2.10   CERTAIN PROVISIONS GOVERNING THE LOANS ................    32
   SECTION 2.11   CAPITAL ADEQUACY ......................................    35
   SECTION 2.12   SUBSTITUTION OF LENDERS ...............................    36
   SECTION 2.13   TAXES .................................................    37
   SECTION 2.14   PRO RATA TREATMENT AND PAYMENTS .......................    41

ARTICLE III CONDITIONS TO CLOSING AND FUTURE FUNDINGS ...................    41
   SECTION 3.1    CONDITIONS PRECEDENT ..................................    41

ARTICLE IV REPRESENTATIONS AND WARRANTIES ...............................    46
   SECTION 4.1    ORGANIZATION, POWERS, QUALIFICATION; AIR CARRIER
                  LICENSES, FRANCHISES AND PERMITS ......................    46
   SECTION 4.2    AUTHORIZATION OF BORROWING, ETC. ......................    47
   SECTION 4.3    FINANCIAL CONDITION ...................................    48
   SECTION 4.4    NO MATERIAL ADVERSE EFFECT ............................    49
   SECTION 4.5    TITLE TO PROPERTIES; LIENS ............................    49
   SECTION 4.6    LITIGATION: ADVERSE FACTS .............................    49
   SECTION 4.7    TAX RETURNS ...........................................    50
   SECTION 4.8    NO DEFAULT OR EVENT OF DEFAULT ........................    50
   SECTION 4.9    GOVERNMENTAL REGULATION ...............................    50
   SECTION 4.10   EMPLOYEE BENEFIT PLANS ................................    50
   SECTION 4.11   COMPLIANCE WITH LAWS ..................................    50
   SECTION 4.12   SECURITY DOCUMENTS ....................................    51
   SECTION 4.13   CONCERNING THE COLLATERAL .............................    51
   SECTION 4.14   REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL
                  AGENT .................................................    53
</TABLE>

<PAGE>

<TABLE>
<S>                                                                          <C>
ARTICLE V COVENANTS .....................................................    54
   SECTION 5.1    FINANCIAL STATEMENTS AND OTHER INFORMATION ............    54
   SECTION 5.2    CORPORATE EXISTENCE ...................................    56
   SECTION 5.3    PAYMENT OF TAXES ......................................    56
   SECTION 5.4    MAINTENANCE OF PROPERTIES; INSURANCE ..................    56
   SECTION 5.5    INSPECTION ............................................    57
   SECTION 5.6    COMPLIANCE WITH LAWS, ETC .............................    57
   SECTION 5.7    FURTHER ASSURANCES ....................................    57
   SECTION 5.8    EMPLOYEE BENEFIT PLANS ................................    58
   SECTION 5.9    FAA MATTERS; CITIZENSHIP ..............................    58
   SECTION 5.10   DELIVERY OF POST-RECORDING FAA OPINION ................    58
   SECTION 5.11   SOFTWARE ..............................................    58
   SECTION 5.12   COMPLIANCE WITH MORTGAGE ..............................    58
   SECTION 5.13   PROHIBITION ON LIENS ..................................    58
   SECTION 5.14   MERGER OR CONSOLIDATION ...............................    61
   SECTION 5.15   CERTAIN APPROVALS UNDER THE ATSB LOAN AGREEMENT .......    61

ARTICLE VI EVENTS OF DEFAULT ............................................    61
   SECTION 6.1    EVENTS OF DEFAULT .....................................    61
   SECTION 6.2    REMEDIES ..............................................    63

ARTICLE VII THE LOAN AGENT AND THE COLLATERAL AGENT .....................    64
   SECTION 7.1    AUTHORIZATION AND ACTION ..............................    64
   SECTION 7.2    AGENT'S RELIANCE, ETC .................................    65
   SECTION 7.3    AGENT AND AFFILIATES ..................................    65
   SECTION 7.4    REPRESENTATIONS OF THE LENDERS ........................    66
   SECTION 7.5    EVENTS OF DEFAULT .....................................    66
   SECTION 7.6    LOAN AGENT'S AND COLLATERAL AGENT'S RIGHT TO
                  INDEMNITY .............................................    66
   SECTION 7.7    INDEMNIFICATION OF LOAN AGENT AND COLLATERAL AGENT ....    66
   SECTION 7.8    SUCCESSOR LOAN AGENT AND COLLATERAL AGENT .............    67
   SECTION 7.9    COLLATERAL AND GUARANTEE MATTERS ......................    67

ARTICLE VIII GUARANTEE ..................................................    68
   SECTION 8.1    GUARANTEE .............................................    68
   SECTION 8.2    NO SUBROGATION ........................................    68
   SECTION 8.3    AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS ......    69
   SECTION 8.4    GUARANTEE ABSOLUTE AND UNCONDITIONAL ..................    69
   SECTION 8.5    REINSTATEMENT .........................................    70
   SECTION 8.6    PAYMENTS ..............................................    70

ARTICLE IX MISCELLANEOUS ................................................    71
   SECTION 9.1    AMENDMENTS, WAIVERS, ETC ..............................    71
   SECTION 9.2    SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND
                  ASSIGNMENTS ...........................................    72
   SECTION 9.3    COSTS AND EXPENSES ....................................    75
   SECTION 9.4    INDEMNITIES ...........................................    75
   SECTION 9.5    RIGHT OF SET-OFF ......................................    76
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                          <C>
   SECTION 9.6    JOINT AND SEVERAL LIABILITY; MAXIMUM LIABILITY;
                  WAIVER OF SUBROGATION .................................    76
   SECTION 9.7    SHARING OF PAYMENTS, ETC ..............................    78
   SECTION 9.8    NOTICES, ETC ..........................................    79
   SECTION 9.9    NO WAIVER; REMEDIES ...................................    79
   SECTION 9.10   GOVERNING LAW .........................................    79
   SECTION 9.11   SUBMISSION TO JURISDICTION; SERVICE OF PROCESS ........    79
   SECTION 9.12   WAIVER OF JURY TRIAL ..................................    80
   SECTION 9.13   MARSHALING; PAYMENTS SET ASIDE ........................    80
   SECTION 9.14   SECTION TITLES ........................................    80
   SECTION 9.15   EXECUTION IN COUNTERPARTS .............................    81
   SECTION 9.16   SEVERABILITY ..........................................    81
   SECTION 9.17   CONFIDENTIALITY .......................................    81
   SECTION 9.18   APPOINTMENT OF INDENTURE TRUSTEE ......................    82
</TABLE>

Annexes

Annex A - Notice Addresses
Annex B - Lending Office
Annex C - Lender Commitments

Schedules

Schedule 1.1(a)  - Existing Pass Through Certificates
Schedule 1.1 (b) - Specified Engines
Schedule 4.12    - Financing Statements, Filings and Recordings
Schedule 5.13    - Liens

Exhibits

Exhibit A - Form of Assignment and Assumption
Exhibit B - Form of Note
Exhibit C - Form of Notice of Borrowing


                                      iii

<PAGE>

          LOAN AGREEMENT, dated as of September 27, 2005, among US AIRWAYS,
INC., a Delaware corporation ("US Airways"), AMERICA WEST AIRLINES, INC., a
Delaware corporation ("America West", and together with US Airways, the
"Borrowers", and each, a "Borrower"); US AIRWAYS GROUP, INC., a Delaware
corporation, as guarantor (the "Guarantor"); AIRBUS FINANCIAL SERVICES as the
initial lender (together with its successors and permitted assigns, the "Initial
Lender"), as loan agent for the Lenders (in such capacity, together with its
successors and permitted assigns, the "Loan Agent"), and WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together
with its successors and permitted assigns, the "Collateral Agent").

                                  WITNESSETH:

          WHEREAS, on September 12, 2004 (the "Petition Date"), the Guarantor
and each of its domestic subsidiaries as of such date, including US Airways
(collectively, the "Debtors") filed voluntary petitions (the "Cases") for relief
under the Bankruptcy Code with the United States Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division (the "Bankruptcy Court") and
continued in possession of their property and in the management of their
businesses pursuant to Bankruptcy Code Sections 1107 and 1108;

          WHEREAS, on May 19, 2005, the Guarantor, Barbell Acquisition Corp., a
Delaware corporation and Wholly-Owned Subsidiary of the Guarantor (the "Merger
Sub"), and America West Holdings, Corporation entered into an Agreement and Plan
of Merger (the "Merger Agreement");

          WHEREAS, (x) the Bankruptcy Court has entered an order (the
"Confirmation Order") confirming the Plan of Reorganization under Chapter 11 of
the Bankruptcy Code (as in effect on the date of confirmation thereof pursuant
to the Confirmation Order, the "Plan of Reorganization") and (y) the Effective
Time (as defined in the Merger Agreement) has occurred, and the Borrowers have
requested that the Lenders make available to the Borrowers the Loans for the
purposes specified herein; and

          WHEREAS, the Lenders are willing to make available to the Borrowers
the Loans upon the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

          SECTION 1.1 DEFINED TERMS. As used in this Agreement, the following
terms have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

<PAGE>

          "A319/A320/A321 Purchase Agreement" means the A319/A320/A321 Purchase
Agreement, dated as of October 31, 1997, as amended, between AVSA, S.A.R.L. and
the Guarantor.

          "A319/A320 Purchase Agreement" means the A319/A320 Purchase Agreement,
dated as of September 12, 1997, as amended, between AVSA, S.A.R.L. and America
West.

          "A330/A340 Purchase Agreement" means the A330/A340 Purchase Agreement
dated as of November 24, 1998, as amended, between AVSA, S.A.R.L. and the
Guarantor.

          "A321 Airbus Financings" mean the note purchase agreements, trust
indenture and mortgages, secured notes and related loan documents entered into
between Aviateur International Limited, as initial lender, and certain
Affiliates, on the one hand, US Airways Inc., on the other hand, and U.S. Bank
National Association (as successor in interest to State Street Bank and Trust
Company of Connecticut, N.A.), as Indenture Trustee, as amended or supplemented
from time to time, providing for the mortgage loan financing of five (5) Airbus
A321 model aircraft bearing FAA registration numbers N184US, N185UW, N186US,
N187US and N188US, respectively.

          "A321 Aircraft" means, individually or collectively as the context may
require, the Airbus A321 aircraft having FAA registration numbers N184US,
N185UW, N186US, N187US, and N188US.

          "A350/A340 Financing Letter Agreement" means the A350/A330 Financing
Letter Agreement dated as of September 27, 2005 as amended, among AVSA, S.A.R.L.
and the Obligors.

          "Actual Knowledge" means, with respect to any Person, actual knowledge
of a vice president or more senior officer of such Person or any other officer
of such Person having responsibility for the transactions contemplated by the
Loan Documents.

          "Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person. For the purposes of this definition, "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

          "Aggregate Original Principal Amount" means the aggregate outstanding
principal amount of the Loans on the earliest of (x) the close of business on
December 31, 2007, (y) the date the Commitments are fully utilized and (z) the
date when the Commitments are terminated.

          "Agreement" means this Loan Agreement.

          "Airbus" means Airbus S.A.S.


                                       2

<PAGE>

          "Aircraft Mortgage" means the five (5) Trust Indenture and Mortgages
dated the date hereof between US Airways and US Bank National Association, as
Indenture Trustee, providing for second mortgages on the A321 Aircraft, as
supplemented or amended from time to time.

          "Aircraft Related Equipment" means aircraft (including aircraft
engines installed thereon) in the fleet of any Obligor or any of their
Subsidiaries, spare aircraft engines and propellers, spare parts, aircraft
parts, simulators and other training devices, and passenger loading bridges or
other flight or ground equipment and Aircraft Related Facilities.

          "Aircraft Related Facilities" means (i) airport terminal facilities,
including without limitation, baggage systems, loading bridges and related
equipment, building, infrastructure and maintenance, club rooms, apron, fueling
systems or facilities, signage/image systems, administrative offices,
information technology systems and security systems, (ii) airline support
facilities, including without limitation, cargo, catering, mail, ground service
equipment, ramp control, deicing, hangars, aircraft parts/storage, training and
reservations facilities and (iii) all equipment used in connection with the
foregoing.

          "Applicable Interest Rate" means, for each Loan and for each Interest
Period, a rate per annum equal to LIBOR for such Interest Period plus the
Applicable Margin.

          "Applicable Margin" means [...***...]% per annum; provided, however,
that on each of (A) the [...***...] anniversary of the Closing Date, and (B) on
the [...***...] anniversary of the Closing Date (each an "Applicable Margin
Determination Date"), the Applicable Margin shall be reviewed and adjusted or
not adjusted based on the most recently published corporate credit rating
assigned by S&P to the Guarantor and its consolidated subsidiaries, taken
together, as follows: for each grade (for illustration purposes, the change from
B to B+ or to B- being a single grade) by which such credit rating is lower
than, or higher than, B, the Applicable Margin shall be increased or decreased,
respectively, by [...***...]%; provided, further, that, notwithstanding the
foregoing, the Applicable Margin shall not be higher than [...***...]% per annum
or lower than [...***...]% per annum.

          "Asset Sale" means, with respect to any property, any sale, transfer
or other disposition (including by way of merger, consolidation, exchange of
assets or sale leaseback transactions or by reason of any condemnation or other
taking or permanent requisition) of such property, in one transaction or a
series of related transactions, by any Obligor or any of its Subsidiaries to any
Person other than such Obligor or any of its Subsidiaries; provided that sales
of spare parts subject to the Lien of the Spare Parts Mortgage which are made
pursuant to Section 3.02(b)(4) thereof shall not constitute Asset Sales.

*** CONFIDENTIAL TREATMENT REQUESTED

                                       3


<PAGE>

          "Assignment and Assumption" means an Assignment and Assumption entered
into by a Lender and an Assignee, in substantially the form of Exhibit A or any
other form approved by the Loan Agent.

          "ATSB" means the Air Transportation Stabilization Board, or any
successor thereto.

          "ATSB Loan Agreements" means (i) the Amended and Restated Loan
Agreement, dated as of September 27, 2005, among US Airways, the Guarantor, the
other subsidiaries of the Guarantor party thereto, the lenders from time to time
party thereto, the Loan Administrator and agents party thereto, and the ATSB,
and (ii) the Amended and Restated Loan Agreement, dated as of September 27,
2005, among America West, the Guarantor, the other subsidiaries of the Guarantor
party thereto, the lenders from time to time party thereto, the Loan
Administrator and agents party thereto, and the ATSB, each as in effect on the
Closing Date.

          "AWA Holdings" means America West Holdings Corporation.

          "Bankruptcy Code" means Title 11 of the United States Code as now and
hereafter in effect, or any successor statute.

          "Bankruptcy Court" has the meaning specified in the recitals hereto.

          "Borrower" has the meaning specified in the preamble to this
Agreement.

          "Borrowing" means the borrowing of a Loan on the Closing Date or on
another Funding Date.

          "Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks in New York, New York, Dublin, Ireland, or
Phoenix, Arizona are authorized or required by law to remain closed; provided
that when used in connection with LIBOR, the term "Business Day" shall mean any
day on which banks in London, England are open for dealings in dollar deposits
in the interbank market.

          "Business Plan" means the business plan of the Borrowers dated as of
July 7, 2005, provided to the Loan Agent.

          "Cape Town Convention" means the Convention on International Interests
in Mobile Equipment and the Protocol to the Convention on Matters Specific to
Aircraft Equipment signed in Cape Town on 16 November 2001.

          "Capital Lease," as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is required to be accounted for as a capital lease on the
balance sheet of that Person, and the amount of Indebtedness represented by such
lease shall be the capitalized amount of the obligations evidenced thereby
determined in accordance with GAAP.


                                       4

<PAGE>

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital stock, whether now outstanding or
issued after the date of this Agreement.

          "Cases" has the meaning specified in the recitals hereto.

          "Cash" means money, currency or a credit balance.

          "Cash Equivalents" has the meaning given in the ATSB Loan Agreements.

          "Closing Date" means the date of this Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended to the date
hereof and from time to time hereafter.

          "Collateral" means the property comprising the collateral security
provided by the Collateral Documents.

          "Collateral Documents" means, collectively, (i) the Aircraft
Mortgages, as amended or supplemented from time to time, (ii) the Spare Parts
Mortgage and Security Agreement, (iii) the Engine Mortgage and Security
Agreement, (iv) the Purchase Agreement Security Agreement, and (v) such other
security documents as may be executed and delivered by the Obligors pursuant to
the terms of Section 5.6.

          "Commitments" is a collective reference to the Tranche A Commitments,
the Tranche B Commitments, the Tranche C Commitments, the Tranche D Commitments
and the Tranche E Commitments. The initial aggregate amount of the Commitments
is $0,000,000.

          "Commodity Agreement" means any agreement or arrangement designed to
protect any Obligor or any of their Subsidiaries against fluctuations in the
prices of commodities used by any Obligor or any of their Subsidiaries in the
ordinary course of its business.

          "Confirmation Order" has the meaning specified in the recitals hereto.

          "Consummation of the Plan" means substantial consummation of the Plan
of Reorganization within the meaning of Section 1101(2) of the Bankruptcy Code.

          "Contractual Obligation," as applied to any Person, means any
provision of any equity security issued by that Person or of any material
indenture, mortgage, deed of trust, contract, undertaking, agreement or other
material instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.

          "Cross-Collateral" shall mean (i) all collateral security supporting
payment of the Cross-Default Obligations, and (ii) all right, title and
interest, if any, of


                                        5

<PAGE>

any Obligor in, to or with respect to predelivery payments or deposits made
under any aircraft purchase agreement between any Obligor or any of its
Affiliates, on the one hand, and Airbus or any of its Affiliates, on the other
hand.

          "Cross-Default Obligations" means all Obligations of any Obligor (i)
held, directly or indirectly (through a trustee or otherwise) by Airbus or any
Affiliate under or with respect to (A) the A321 Airbus Financings, or (B) the
Other Loan Agreement or any other lease, loan, trade receivable, or other
extension of credit between Airbus or any of its Affiliates, on the one hand,
any Obligor or any of its Affiliates, on the other hand, whether such lease,
loan, trade receivable, or other extension of credit is direct or is indirect
through a lease, structured financing or otherwise, including without
limitation, any Pass Through Certificates listed on Schedule 1.1(a) or acquired
in an original issuance after the Closing Date, or (C) any aircraft purchase
agreement between any Obligor, on the one hand, and Airbus or any of its
Affiliates, on the other hand, or (ii) under any Principal Credit Facility. For
purposes of this definition, the term "Obligations" shall mean with respect to
any of the agreements referred to in clauses (A), (B) or (C) of the preceding
sentence, the unpaid principal of and interest thereon (including interest
accruing after the maturity thereof and interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to any Obligor, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
and all other obligations and liabilities of the Obligors thereunder, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
therewith, or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise.

          "Currency Agreement" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement designed to protect any Obligor or any of its
Subsidiaries against fluctuations in currency values.

          "Debtors" has the meaning specified in the recitals thereto.

          "Default" means any event which with the passing of time or the giving
of notice or both would, unless cured or waived, become an Event of Default.

          "Designated Locations" has the meaning specified in the Spare Parts
Security Agreement.

          "Dollars" and the sign "$" each mean the lawful money of the United
States of America.

          "Effective Date" means the date on which the conditions precedent set
forth in Section 3.1(a), (j) and (p) have been satisfied, but not later than
December 2, 2005.


                                       6

<PAGE>

          "Engine Mortgage and Security Agreement" means the Engine Mortgage and
Security Agreement dated as of the date hereof between America West and the
Collateral Agent.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "ERISA Affiliate" means, as applied to either Borrower, (i) any
corporation which is, or was at any time, a member of a controlled group of
corporations within the meaning of Section 414(b) of the Code of which such
Borrower is a member; (ii) any trade or business (whether or not incorporated)
which is a member of a group of trades or businesses under common control within
the meaning of Section 414(c) of the Code of which such Borrower is a member;
and (iii) any member of an affiliated service group within the meaning of
Section 414(m) or (o) of the Code of which such Borrower, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is a member.

          "ERISA Event" means (a) any "reportable event," as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which reporting is waived); (b) the existence with respect to
any Plan of an "accumulated funding deficiency" (as defined in Section 412 of
the Code or Section 302 of ERISA); (c) the filing pursuant to Section 412(d) of
the Code or Section 303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the incurrence by
Guarantor or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e)(i) the receipt by
Guarantor or any ERISA Affiliate from the PBGC of a notice of determination that
PBGC intends to seek termination of any Plan or to have a trustee appointed for
any Plan, or (ii) the filing by Guarantor or any ERISA Affiliate of a notice of
intent to terminate any Plan; (f) the incurrence by Guarantor or any of its
ERISA Affiliates of any liability (i) with respect to the withdrawal from a
Multiemployer Plan pursuant to Sections 4063 and 4064 of ERISA, (ii) with
respect to a facility closing pursuant to Section 4062(e) of ERISA, or (iii)
with respect to the withdrawal or partial withdrawal from any Multiemployer
Plan; or (g) the receipt by Guarantor or any ERISA Affiliate of any notice
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

          "Event of Default" has the meaning specified in Section 6.1.

          "Event of Loss" has the meaning specified in the Engine Mortgage and
Security Agreement or in the Aircraft Mortgages.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

          "Excluded Taxes" has the meaning specified in Section 2.13(a).

          "FAA" means the Federal Aviation Administration.


                                       7

<PAGE>

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any successor thereto.

          "Final Order" means an order or judgment of the Bankruptcy Court, or
other court of competent jurisdiction, as entered on the docket in the Cases or
the docket of any other court of competent jurisdiction, that has not been
reversed, stayed, modified or amended, and as to which the time to appeal or
seek reargument, reconsideration, or certiorari has expired and no appeal,
motion for reconsideration or reargument or petition for certiorari has been
timely taken, or as to which any appeal that has been taken or any petition for
certiorari, motion for reconsideration or reargument that has been or may be
filed has been resolved by the highest court to which the order or judgment was
appealed or from which reargument, reconsideration, or certiorari was sought and
the time to take any further appeal, petition for certiorari or move for
reargument shall have expired.

          "Fiscal Year" means the Borrowers' fiscal year referenced in the
financial statements to be delivered by the Borrowers pursuant to Section 5.1.

          "Funding Date" means each date on which one or more Borrowings of
Loans is made in accordance with Sections 2.1 and 2.2.

          "GAAP" means generally accepted accounting principles in the United
States of America.

          "GECC" means General Electric Capital Corporation.

          "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such first Person (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii)
entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part), including any pledge of assets to secure
indebtedness of another or (iii) to maintain working capital, equity capital or
any other financial statement condition or liquidity or level of income or cash
flow of such other Person so as to enable such Person to pay such Indebtedness.
The term "Guarantee" used as a verb has a corresponding meaning.

          "Guarantor" has the meaning specified in the preamble to this
Agreement.


                                       8

<PAGE>

          "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all obligations of such Person for
borrowed money; (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto); (iv) all obligations of such
Person to pay the deferred purchase price of property or services, which
purchase price is due more than six months after the date of placing such
property in service or taking delivery and title thereto or the completion of
such services, except (x) Trade Payables and similar obligations incurred in the
ordinary course of business and (y) earn-outs and other contingent payouts in
respect of acquisitions; (v) all Capital Lease obligations of such Person (the
amount of the Indebtedness in respect of Capital Lease obligations to be
determined as provided in the definition of Capital Lease in this Section 1.1);
(vi) all Indebtedness of other Persons secured by a Lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person; provided
that in the case of Indebtedness issued without recourse to such Persons, the
amount of such Indebtedness shall be the lesser of (A) the fair market value of
such asset at such date of determination and (B) the stated principal amount of
such Indebtedness, provided, however, that if such Indebtedness is assumed by
such Person or provides for recourse against such Person, the amount of such
Indebtedness shall be the greater of (A) and (B) above; (vii) all Indebtedness
of other Persons Guaranteed by such Person to the extent such Indebtedness is
Guaranteed by such Person; (viii) to the extent not otherwise included in this
definition and to the extent treated as a liability under GAAP, obligations
under Currency Agreements, Interest Rate Agreements and Commodity Agreements
(ix) the capitalized amount of remaining lease payments owing by such Person
under Synthetic Leases that would appear on the balance sheet of such Person if
such lease were treated as a Capital Lease; (x) the aggregate amount of
uncollected accounts receivable of such Person subject at such time to a sale of
receivables (or similar transaction) to the extent such transaction is effected
with recourse to such Person (whether or not such transaction would be reflected
on the balance sheet of such Person in accordance with GAAP); (xi) the
Indebtedness of any partnership or unincorporated joint venture in which such
Person is a general partner or a joint venturer to the extent such Indebtedness
is recourse to such Person; and (xii) all prepaid forward sales in bulk of
dividend miles or available seat miles or like transactions other than in the
ordinary course of business. The amount of Indebtedness of any Person at any
date shall be the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at
such date; provided that the amount outstanding at any time of any Indebtedness
issued with original issue discount is the face amount of such Indebtedness less
the remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP. "Indemnified
Liabilities" has the meaning specified in Section 9.4.

          "Indemnified Taxes" has the meaning specified in Section 2.13(a).

          "Indemnitees" has the meaning specified in Section 9.4.


                                       9

<PAGE>

          "Indenture Trustee" means U.S. Bank National Association, Indenture
Trustee under the Aircraft Mortgages, and its successors.

          "Initial Lender" has the meaning specified in the preamble to this
Agreement.

          "Intercreditor Agreement" means the intercreditor agreement with GECC
as described in Section 3.1(c)(3).

          "Interest Payment Date" has the meaning specified in Section 2.7(b).

          "Interest Period" means, for each Loan, (a) made on the first Funding
Date, the period commencing on September 26, 2005 and ending three months
thereafter, (b) with respect to any other initial funding of a Loan, the period
commencing on the initial Funding Date for such Loan and ending on the last day
of the current Interest Period for any other Tranche then outstanding, or if no
other Tranche is then outstanding, ending three months after the initial Funding
Date, and (c) thereafter, a period commencing on the last day of the immediately
preceding Interest Period therefor and ending three months thereafter; provided,
however, that:

               (i) the final scheduled Interest Period shall end on the Loan
     Maturity Date;

               (ii) if any Interest Period would otherwise end on a day which is
     not a Business Day, such Interest Period shall be extended to the next
     succeeding Business Day, unless the result of such extension would be to
     extend such Interest Period into another calendar month, in which event
     such Interest Period shall end on the immediately preceding Business Day
     and for the avoidance of doubt, interest computation shall be adjusted
     accordingly;

               (iii) any Interest Period that begins on the last Business Day of
     a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall end on the last Business Day of a calendar month; and

               (iv) each "Interest Period" beginning after the occurrence and
     during the continuance of an Event of Default shall be for a period
     duration of one month.

          "Interest Rate Agreement" means any interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement designed to protect any Obligor or any of
their Subsidiaries against fluctuations in interest rates or under which any
Obligor or any of their Subsidiaries is a party or a beneficiary on the date of
this Agreement or becomes a party or a beneficiary thereafter.


                                       10

<PAGE>

          "IRS" means the Internal Revenue Service of the United States or any
successor thereto.

          "Lenders" mean (i) the Initial Lender, and (ii) each financial
institution or other entity that from time to time becomes a party hereto as a
lender hereunder pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption
or otherwise.

          "Lending Office" means, with respect to any Lender, the office of such
Lender specified as its "Lending Office" opposite its name on Annex B or on the
Assignment and Assumption by which it became a Lender or such other office of
such Lender as such Lender may from time to time specify to the Borrowers and
the Loan Agent.

          "LIBOR" means the rate per annum (rounded to the nearest 1/100 of 1%)
equal to the quotation that appears on page 3750 of the Telerate Screen (or
otherwise on such screen or on such other screen, page or service as may replace
the Telerate Screen) as of 11:00 A.M., London time, two Business Days prior to
the beginning of the applicable Interest Period as the rate for dollar deposits
to be delivered on the first day of such Interest Period and maintained for such
Interest Period (or, in the case of the initial Interest Period, for three
months) in an amount comparable to the principal amount of the Loan. In the
event that such rate does not so appear on the Telerate Screen (or otherwise as
aforesaid), the "LIBOR" for purposes of this definition shall be the arithmetic
average (rounded to the nearest 1/100 of 1%) of the offered quotation to
first-class banks in the interbank Eurodollar market by each Reference Bank in
London for dollar deposits of amounts in same day funds comparable to the
principal amount of the Loan, with maturities comparable to the applicable
Interest Period (or, in the case of the initial Interest Period, for three
months) determined as of 11:00 A.M. (London time) on the date which is two
Business Days prior to the commencement of such Interest Period. If any one or
more of the Reference Banks shall not furnish such timely information to the
Loan Agent for the purpose of determining any such interest rate, the Loan Agent
shall determine such interest rate on the basis of timely information furnished
by the remaining Reference Bank or Reference Banks.

          "Lien" means, with respect to any asset, any lien, mortgage, pledge,
assignment for security purposes, security interest, charge, hypothecation,
lease or encumbrance of any kind on or of such asset (including any conditional
sale or other title retention agreement and any lease in the nature thereof, any
easement, right of way or other encumbrance on title to real property and any
agreement to give any security interest). "Loan" means any loan made by a Lender
pursuant to this Agreement.

          "Loan Agent" has the meaning specified in the preamble to this
Agreement.

          "Loan Documents" means, collectively, this Agreement, the Notes, the
Other Loan Agreement, the Other Loan Agreement Notes, the Collateral Documents,
the Intercreditor Agreement and each certificate, agreement or document executed
by the


                                       11

<PAGE>

Borrowers and delivered to the Loan Agent or the Lenders in connection with or
pursuant to this Agreement.

          "Loan Maturity Date" means December 31, 2010, except that if such date
is not a Business Day, then the Loan Maturity Date shall be the immediately
succeeding Business Day.

          "Material Adverse Change" means a material adverse change in the
financial condition of any Obligor between the Effective Date and the date of
provision of the relevant Loan which would materially and adversely affect such
Obligor's ability to perform any of its payment or other material obligations
under any Loan Document.

          "Merger Agreement" has the meaning specified in the recitals hereto.

          "Merger Sub" has the meaning specified in the recitals hereto.

          "Material Adverse Effect" means, with respect to the Obligors, (a) an
event of the type described in Section 6.1(f) or 6.1(g), or (b) the cessation of
commercial passenger service by either Borrower for a period of ten Business
Days, other than as a result of the action of any Governmental Authority, or (c)
a material adverse effect on (i) the validity or enforceability of any material
provision of this Agreement or any of the other Loan Documents or any of the
material rights or remedies of the Loan Agent, the Collateral Agent or the
Lenders hereunder or thereunder, or (ii) the Lien of the Collateral Documents.

          "MOU" means that certain Memorandum of Understanding between AVSA,
S.A.R.L., the Guarantor, and the Borrowers, dated as of May 18, 2005.

          "Multiemployer Plan" means a multiemployer plan as defined Section
4001(a)(3) of ERISA, and in respect of which Guarantor or any ERISA Affiliate is
(or with the application of Section 4212(c) of ERISA would be) (a) an "employer"
as defined in Section 3(5) of ERISA or (b) a "seller" as defined in Section 4204
of ERISA.

          "Net Cash Proceeds" means, with respect to any Asset Sale, the cash
proceeds of such Asset Sale, net of (i) reasonable and customary brokerage
commissions and other reasonable and customary fees and expenses (including
reasonable fees and expenses of counsel, investment bankers, accountants and
other professionals, consultants and advisors) related to such Asset Sale, (ii)
provisions for all taxes payable as a result of such Asset Sale without regard
to the consolidated results of operations of Guarantor, the Borrowers and their
respective Subsidiaries, taken as a whole, (iii) payments made to repay
Indebtedness or any other obligation outstanding at the time of such Asset Sale
(or any related expenses required to be paid to third parties pursuant to
documentation related to the financing of the assets subject to such Asset Sale)
that (A) is secured by a Lien on the property or assets sold and (B) is required
by its terms to be paid as a result of such Asset Sale and (iv) appropriate
amounts to be provided by any Obligor as a reserve against any liabilities
associated with such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset


                                       12

<PAGE>

Sale, all as determined in conformity with GAAP, but limited to the period of
the required reserve.

          "Net Insurance Proceeds" means an amount equal to: (i) any cash
payments or proceeds received by an Obligor under any casualty insurance policy
in respect of a covered loss thereunder with respect to tangible, real or
personal property, minus (ii) (a) any actual and reasonable costs incurred by an
Obligor in connection with the adjustment or settlement of any claims of an
Obligor in respect thereof (including reasonable fees and expenses of counsel),
(b) provisions for all taxes payable as a result of such event without regard to
the consolidated results of operations of Guarantor, the Borrowers and their
respective Subsidiaries, taken as a whole, (c) the amount of any Indebtedness
secured by a Lien on any property subject to such covered loss and any related
expenses of third parties, in each case, required by the documentation related
to such Indebtedness to be discharged or paid from the proceeds thereof and (d)
any amounts required to be paid to any Person (other than an Obligor) owning a
beneficial interest in the property subject to such loss.

          "Non-Consenting Lender" has the meaning specified in Section 9.1(c).

          "Non-U.S. Person" means a Person that is not a United States person as
defined in section 7701(a)(30) of the Code.

          "Note" has the meaning specified in Section 2.4(d).

          "Notice of Borrowing" has the meaning specified in Section 2.2(a).

          "Obligations" means the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to any Obligor, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Obligors to the Loan
Agent, the Collateral Agent, the Indenture Trustee or to any Lender, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement or any other Loan Document, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including all fees, charges and disbursements of counsel to the Loan
Agent, the Collateral Agent or to any Lender that are required to be paid by any
Obligor pursuant hereto) or otherwise.

          "Obligor" means Guarantor or either Borrower.

          "Officer's Certificate" means, as applied to any corporation, a
certificate executed on behalf of such corporation by its chairman of the board
(if an officer), president, one of its vice presidents, chief financial officer,
controller, treasurer or assistant treasurer or an assistant secretary.

          "Operating Lease" means, as applied to any Person, any lease
(including, without limitation, leases that may be terminated by the lessee at
any time) of any


                                       13

<PAGE>

property (whether real, personal or mixed) under which such Person is Lessee,
that is not a Capital Lease.

          "Other Loan Agreement" means, the Loan Agreement, dated as the date
hereof, among the parties hereto, providing for secured loans in the maximum
amount of $161,000,000.

          "Other Loan Agreement Loans" means the "Loans" (as defined in the
Other Loan Agreement).

          "Other Loan Agreement Loan Agent" means the "Loan Agent" (as defined
in the Other Loan Agreement).

          "Other Loan Agreement Notes" means the "Notes" (as defined in the
Other Loan Agreement).

          "Other Loan Agreement Tranche A Commitment Reduction Amount" shall
mean the "Tranche A Commitment Reduction Amount", as defined in the Other Loan
Agreement.

          "Other Loan Agreement Tranche B Commitment Reduction Amount" shall
mean the "Tranche B Commitment Reduction Amount", as defined in the Other Loan
Agreement.

          "Other Loan Agreement Tranche C Commitment Reduction Amount" shall
mean the "Tranche C Commitment Reduction Amount", as defined in the Other Loan
Agreement.

          "Other Loan Agreement Tranche D Commitment Reduction Amount" shall
mean the "Tranche D Commitment Reduction Amount", as defined in the Other Loan
Agreement.

          "Other Loan Agreement Tranche E Commitment Reduction Amount" shall
mean the "Tranche E Commitment Reduction Amount", as defined in the Other Loan
Agreement.

          "Other Obligations" means the "Obligations" (as defined in the Other
Loan Agreement).

          "Other Taxes" has the meaning specified in Section 2.13(b).

          "Participant" has the meaning specified in Section 9.2(c)(i).

          "Pass Through Certificates" means the US Airways 2001-1C Trust
Certificates and any other certificates issued under a similarly structured
financing sponsored by an Obligor or an Affiliate thereof. References to amounts
"due and payable" on a given date, when used with respect to Pass Through
Certificates shall refer to amounts legally due and payable thereunder or to
amounts expected to be distributed


                                       14

<PAGE>

on or before such date to the holders thereof, and "default" when used with
respect to Pass Through Certificates shall have a correlative meaning.

          "Permitted Acquisition Financing" means Indebtedness incurred by an
Obligor in connection with an acquisition, merger or consolidation which is
permitted under Section 6.5 and/or 6.9 (as applicable) of the ATSB Loan
Agreements if and to the extent used (i) to refinance existing Indebtedness of
the Person acquired or Indebtedness secured by the assets acquired or (ii) to
pay consideration or related expenses in connection with such transaction.

          "Permitted Encumbrances" means the following types of Liens (other
than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code
or by ERISA) as applied to property

               (i) Liens for taxes, assessments or governmental charges or
     claims the payment of which is either (a) not delinquent for a period of
     more than 30 days or (b) being contested in good faith by appropriate
     proceedings, if such reserve or other appropriate provision, if any, as
     shall be required by GAAP shall have been made therefor, as set forth in
     Section 5.3;

               (ii) statutory Liens of landlords and Liens of carriers, vendors,
     warehousemen, repairmen, mechanics and materialmen and other Liens imposed
     by law incurred in the ordinary course of business for sums either (a) not
     delinquent for a period of more than thirty (30) days or (b) being
     contested in good faith by appropriate proceedings, if such reserve or
     other appropriate provision, if any, as shall be required by GAAP shall
     have been made therefor;

               (iii) (A) Liens incurred or deposits (other than with respect to
     the Plans described in Section 4.10) made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security, or to secure the performance of
     tenders, statutory obligations, surety and appeal bonds, bids, leases,
     government contracts, trade contracts, performance and return-of-money
     bonds, reimbursement obligations and chargeback rights of Persons
     performing services for an Obligor or a Subsidiary of an Obligor (including
     Liens securing Trade Payables arising from the Obligors' and their
     Subsidiaries' use in the ordinary course of business, consistent with past
     practice, of credit advance facilities to purchase goods and services) and
     other similar obligations (exclusive of obligations for the payment of
     borrowed money) and (B) Liens arising or granted in the ordinary course of
     business in favor of Persons performing credit card processing services,
     travel charge processing services or clearinghouse services for any Obligor
     or any of their Subsidiaries, including IATA, Diners Club, Discover Card,
     NPC, ARC and American Express, so long as such Liens are on cash and Cash
     Equivalents that are subject to holdbacks


                                       15

<PAGE>

     by, or are pledged (in lieu of such holdbacks) to, such Persons to secure
     amounts that may be owed to such Persons under the Obligors' or their
     Subsidiaries' agreements with them in connection with their provision of
     credit card processing, travel charge processing or clearinghouse services
     to the Obligors or any of their Subsidiaries;

               (iv) with respect to real property, easements, rights-of-way,
     restrictions, minor defects, encroachments or irregularities in title and
     other similar charges or encumbrances not interfering in any material
     respect with the ordinary conduct of the business of an Obligor or any of
     its Subsidiaries;

               (v) Liens in favor of customs and revenue authorities arising as
     a matter of law to secure payment of customs duties in connection with the
     importation of goods in the ordinary course of business;

               (vi) any interest or title of a lessor in property leased by an
     Obligor or any of their Subsidiaries under any Capital Lease obligation or
     Operating Lease which, in each case, is not prohibited under this
     Agreement;

               (vii) Liens in favor of collecting or payor banks and other banks
     providing cash management services, in each case, having a right of setoff,
     revocation, refund or chargeback against money or instruments of any
     Obligor or any of their Subsidiaries on deposit with or in possession of
     such bank arising for the payments of bank fees and other similar amounts
     owed in the ordinary course of business;

               (viii) Liens of creditors of any Person to whom any Obligor's or
     any of their Subsidiaries' assets are consigned for sale in the ordinary
     course of business;

               (ix) Liens incurred or deposits made in connection with the Trust
     Agreements;

               (x) any renewal of or substitution for any Lien permitted by any
     of the preceding clauses,; provided that the Indebtedness secured is not
     increased nor the Lien extended to any additional assets;

               (xi) licensing or sublicensing of intellectual property in the
     ordinary course of business of the Obligors or their Subsidiaries;

               (xii) Liens arising from precautionary UCC and similar financing
     statements relating to Operating Leases not otherwise prohibited under any
     Loan Document; and


                                       16

<PAGE>

               (xiii) Liens created under the Collateral Documents.

          "Permitted Invoice" means invoices for amounts due in respect of goods
and services purchased by the Guarantor or any of its Affiliates from Airbus or
any of its Affiliates.

          "Permitted Refinancing Indebtedness" has the meaning given in the ATSB
Loan Agreements.

          "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, estate, trust, limited liability company,
unincorporated association, joint venture or other entity, or a Governmental
Authority.

          "Petition Date" has the meaning specified in the recitals hereto.

          "Plan" means any "employee benefit plan" as defined in section 3(3) of
ERISA which is, or was at any time, maintained or contributed to or required to
be contributed to by the Borrowers or any of their ERISA Affiliates, other than
a multiemployer plan, within the meaning of section 4001(a)(3) of ERISA.

          "Plan Effective Date" means the date on which the Plan of
Reorganization became effective as provided therein.

          "Plan of Reorganization" has the meaning specified in the recitals
hereto.

          "Pledged Engines" means the "Engines" (as defined in the Engine
Mortgage and Security Agreement).

          "Pledged Spare Parts" has the meaning specified in the Spare Parts
Mortgage and Security Agreement.

          "Principal Credit Facility" shall mean, for any Obligor, (i) any
credit agreement to which it is a party guaranteed (or otherwise supported) in
whole or in part by the ATSB, and (ii) from and after the date on which any such
ATSB credit facility of a Borrower is repaid, refinanced or replaced, the
refinancing or replacing credit, note, bond or other loan facility (or, in the
absence of, or after the repayment, refinancing or replacement of, any such
refinancing or replacing facility, then the largest recourse credit, note or
other loan or note facility or issuance of the relevant Obligor from time to
time), other than any such facility or issuance which is secured by and is for
the purpose of financing or refinancing Aircraft Related Equipment and other
than any such facility or issuance which cannot be accelerated or terminated
upon nonperformance or default thereunder.

          "Pro Forma Balance Sheet" has the meaning given in Section 4.3(a).

          "Proposed Change" has the meaning specified in Section 9.1(c).


                                       17

<PAGE>

          "Purchase Agreement Security Agreement" means the Purchase Agreement
Security Agreement, dated as of the date hereof, between the Borrower and the
Collateral Agent.

          "Reference Banks" means Citibank, N.A., Calyon and JPMorgan Chase
Bank, and each of their respective successors.

          "Register" has the meaning specified in Section 2.4(e).

          "Replacement Secured Financing" means any financing transaction,
whether structured as Indebtedness, sale-leaseback or otherwise, (a) which is
secured by any of the Obligors' (i) Slots, (ii) rotable, repairable and
expendable spare parts, (iii) aircraft, or (iv) spare engines, in each case
which immediately prior to such transaction constituted Collateral for purposes
of the ATSB Loan Agreements and (b) which satisfies the further definitional
requirements set forth in the ATSB Loan Agreements.

          "Requisite Lenders" means, collectively, Lenders having greater than
fifty percent (50%) of (i) the aggregate principal amount of Loans then
outstanding plus the aggregate unused Commitments then in effect or, (ii) prior
to the making of the initial Loan, the aggregate Commitments in effect.

          "Responsible Officer" means, with respect to any Person, any of the
Chief Executive Officer, Executive Vice Presidents and Chief Financial Officer
of such Person, but in any event, with respect to financial matters, the Chief
Financial Officer, Treasurer or Controller of such Person.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto that is a nationally
recognized rating agency.

          "SEC" means the United States Securities and Exchange Commission, or
any United States Governmental Authority succeeding to the functions of such
Securities and Exchange Commission.

          "Senior Mortgages" shall mean each of the "Senior Engine Mortgage" and
the "Senior Spare Parts Mortgage," each as defined in the Spare Parts Mortgage
and Security Agreement or the Engine Mortgage and Security Agreement

          "Slot Regulations" means 49 U.S.C. Section 40103 and 14 C.F.R.
Sections 93.211 - 93.227, and any amendment, supplement or other modification
thereto, or successor, replacement or substitute federal law or regulation
concerning the right or operational authority to conduct landing or takeoff
operations at any airports.

          "Slots" means all of the rights and operational authority granted
under the Slot Regulations and now or hereafter acquired or held by each Obligor
to conduct one instrument flight rule landing or takeoff operation in a
specified time period at Ronald


                                       18

<PAGE>

Reagan Washington National Airport, John F. Kennedy International Airport,
LaGuardia Airport, or any other airport.

          "Software" has the meaning specified in the Spare Parts Security
Agreement.

          "Solvent" means, with respect to any Person, that as of the date of
determination (a) the then fair saleable value of the business of such Person is
not less than the amount that will be required to pay the probable liabilities
on such Person's then existing debts as they become absolute and matured
considering all financing alternatives and potential asset sales reasonably
available to such Person; (b) such Person's capital is not unreasonably small in
relation to its business or any contemplated or undertaken transaction; and (c)
such Person does not intend to incur, or believes that it will not incur, debts
beyond its ability to pay such debts as they become due. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

          "Spare Parts Mortgage and Security Agreement" means the Spare Parts
Mortgage and Security Agreement dated as of the date hereof between America West
and the Collateral Agent.

          "Specified Engines" means the Pledged Engines listed on Schedule
1.1(b), each of which is eligible for the benefits of Section 1110 of the
Bankruptcy Code.

          "Subsidiary" means, with respect to any Person, any corporation,
partnership, association, limited liability company, trust or estate, joint
venture or other business entity of which more than 50% of the issued and
outstanding shares of Voting Stock at the time of determination are owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof.

          "Taxes" means any and all present or future taxes, levies, fees,
duties, imposts, deductions, charges or withholdings of any nature, and all
interest, penalties and other liabilities thereon or computed by reference
thereto imposed, levied, collected, withheld or assessed by any Governmental
Authority.

          "Title 49" shall mean Title 49 of the United States Code, as amended
and in effect from time to time, and the regulations promulgated pursuant
thereto.

          "Trade Payables" means, with respect to any Person, any accounts
payable or any other Indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries and
arising in the ordinary course of business in connection with the acquisition of
goods or services.

          "Tranche" means a Tranche of the Loans, consisting of Tranche A Loans,
Tranche B Loans, Tranche C Loans, Tranche D Loans and Tranche E Loans.

          "Tranche A Loan" has the meaning specified in Section 2.1(a).


                                       19

<PAGE>

          "Tranche A Commitment" means, as to any Lender, the obligation of such
Lender to make Tranche A Loans hereunder in a principal amount not to exceed the
amount set forth opposite such Lender's name in Annex C. The aggregate amount of
the Tranche A Commitments is initially zero; provided that the aggregate amount
of the Tranche A Commitments of the Lenders shall be automatically increased by
the Tranche A Commitment Increase Amount of the Lenders.

          "Tranche A Commitment Increase Amount" shall mean the Other Loan
Agreement Tranche A Commitment Reduction Amount of the Lenders.

          "Tranche A Note" means a promissory note evidencing Tranche A Loans,
substantially in the form of Exhibit B hereto.

          "Tranche B Loan" has the meaning specified in Section 2.1(b).

          "Tranche B Commitment" means, as to any Lender, the obligation of such
Lender to make Tranche B Loans hereunder in a principal amount not to exceed the
amount set forth opposite such Lender's name in Annex C. The aggregate amount of
the Tranche B Commitments is initially zero; provided that the aggregate amount
of the Tranche B Commitments of the Lenders shall be automatically increased by
the Tranche B Commitment Increase Amount of the Lenders.

          "Tranche B Commitment Increase Amount" shall mean the Other Loan
Agreement Tranche B Commitment Reduction Amount of the Lenders.

          "Tranche B Note" means a promissory note evidencing Tranche B Loans,
substantially in the form of Exhibit B hereto.

          "Tranche C Loan" has the meaning specified in Section 2.1(c).

          "Tranche C Commitment" means, as to any Lender, the obligation of such
Lender to make Tranche C Loans hereunder in a principal amount not to exceed the
amount set forth opposite such Lender's name in Annex C. The aggregate amount of
the Tranche C Commitments is initially zero; provided that the aggregate amount
of the Tranche C Commitments of the Lenders shall be automatically increased by
the Tranche C Commitment Increase Amount of the Lenders.

          "Tranche C Commitment Increase Amount" shall mean the Other Loan
Agreement Tranche C Commitment Reduction Amount of the Lenders.

          "Tranche C Note" means a promissory note evidencing Tranche C Loans,
substantially in the form of Exhibit B hereto.

          "Tranche D Loan" has the meaning specified in Section 2.1(d).

          "Tranche D Commitment" means, as to any Lender, the obligation of such
Lender to make Tranche D Loans hereunder in a principal amount not to exceed the
amount set forth opposite such Lender's name in Annex C. The aggregate amount of
the


                                       20

<PAGE>

Tranche D Commitments is initially zero; provided that the aggregate amount
of the Tranche D Commitments of the Lenders shall be automatically increased by
the Tranche D Commitment Increase Amount of the Lenders.

          "Tranche D Commitment Increase Amount" shall mean the Other Loan
Agreement Tranche D Commitment Reduction Amount of the Lenders.

          "Tranche D Note" means a promissory note evidencing Tranche D Loans,
substantially in the form of Exhibit B hereto.

          "Tranche E Loan" has the meaning specified in Section 2.1(e).

          "Tranche E Commitment" means, as to any Lender, the obligation of such
Lender to make Tranche E Loans hereunder in a principal amount not to exceed the
amount set forth opposite such Lender's name in Annex C. The aggregate amount of
the Tranche E Commitments is initially zero; provided that the aggregate amount
of the Tranche E Commitments of the Lenders shall be automatically increased by
the Tranche E Commitment Increase Amount of the Lenders.

          "Tranche E Commitment Increase Amount" shall mean the Other Loan
Agreement Tranche E Commitment Reduction Amount of the Lenders.

          "Tranche E Note" means a promissory note evidencing Tranche E Loans,
substantially in the form of Exhibit B hereto.

          "Trust Agreements" means all special purpose trust funds established
by any Obligor to manage the collection and payment of amounts collected by the
Obligors for the express benefit of third-party beneficiaries identified as such
in the ATSB Loan Agreements.

          "United States Citizen" has the meaning specified in Section 4.1(b).

          "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to vote for the election of directors, managers or trustees of any
Person (or Persons performing similar functions) irrespective of whether or not
at the time stock of any such class or classes will have or might have such
voting power by the reason of the happening of any contingency.

          "Wholly-Owned" denotes a Subsidiary all of the Voting Stock of which
(other than any director's qualifying shares or investments by foreign nationals
mandated by applicable law) is owned directly or indirectly by the Person named.

          "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.


                                       21

<PAGE>

          SECTION 1.2 COMPUTATION OF TIME PERIODS. In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding" and the word "through" means "to and including."

          SECTION 1.3 ACCOUNTING TERMS AND PRINCIPLES. All accounting terms not
specifically defined herein shall be construed in conformity with GAAP and all
accounting determinations required to be made pursuant hereto shall, unless
expressly otherwise provided herein, be made in conformity with GAAP.

          SECTION 1.4 CERTAIN TERMS.

               (a) The words "herein," "hereof" and "hereunder" and similar
     words refer to this Agreement as a whole, and not to any particular
     Article, Section, subsection or clause in, this Agreement.

               (b) Except as otherwise expressly provided, references in this
     Agreement to an Exhibit, Schedule, Article, Section, subsection or clause
     refer to the appropriate Exhibit or Schedule to, or Article, Section,
     subsection or clause in this Agreement.

               (c) Each agreement defined in this Article I shall include all
     appendices, exhibits and schedules thereto. If the prior written consent of
     any Person is required hereunder for an amendment, restatement, supplement
     or other modification to any such agreement and the consent of each such
     Person is obtained, references in this Agreement to such agreement shall be
     to such agreement as so amended, restated, supplemented or modified. If no
     such consent is required, references in this Agreement shall be to such
     agreement as so amended, restated, supplemented, or modified.

               (d) References in this Agreement to any statute shall be to such
     statute as amended or modified and in effect at the time any such reference
     is operative.

               (e) The term "including" when used in any Loan Document means
     "including without limitation" except when used in the computation of time
     periods.

                                   ARTICLE II

                                    THE LOANS

          SECTION 2.1 THE LOANS.

               (a) Tranche A Loans. On the terms and subject to the conditions
     contained in this Agreement and in reliance upon the representations and
     warranties of the Obligors set forth herein, each Lender agrees to make one
     or more Loans to the Borrowers (each, a "Tranche A Loan") on Funding Dates
     occurring on


                                       22

<PAGE>

     or after the date of delivery of the last A319/A320 Aircraft currently on
     order by America West and not rescheduled in accordance with paragraph 5 of
     the MOU, as requested by a Borrower in a Notice of Borrowing given in
     accordance with Section 2.2 in an amount not to exceed, in the aggregate
     for all Tranche A Loans made by such Lender on all Funding Dates, the
     Tranche A Commitment of such Lender. No Tranche A Loan shall be made prior
     to the date of delivery of the last A319/A320 aircraft on order by America
     West on the date hereof and not rescheduled in accordance with paragraph 5
     of the MOU. The last such aircraft is currently scheduled to be delivered
     in February 2006. There may be multiple Borrowings of Tranche A Loans.
     Tranche A Loans repaid or prepaid may not be reborrowed hereunder.

               (b) Tranche B Loans. On the terms and subject to the conditions
     contained in this Agreement and in reliance upon the representations and
     warranties of the Obligors set forth herein, each Lender further agrees to
     make one or more Loans to the Borrowers (each, a "Tranche B Loan") on the
     Closing Date and on each other Funding Date requested by a Borrower in a
     Notice of Borrowing given in accordance with Section 2.2 in an amount not
     to exceed, in the aggregate for all Tranche B Loans made by such Lender on
     all Funding Dates, the Tranche B Commitment of such Lender. No Tranche B
     Loan, when combined with the aggregate amount of prior Tranche B Loans,
     shall exceed the principal and interest amount paid or prepaid under the
     Airbus A321 Financings from and after the date of the MOU (May 18, 2005) to
     and including the Funding Date for such Tranche B Loan (including, for the
     avoidance of doubt, principal and interest to be paid with the proceeds of
     the proposed Tranche B Loan). No Tranche B Loan shall be made unless all
     amounts which are due and payable on the Funding Date for such Tranche B
     Loan under the A321 Airbus Financings have been, or immediately following
     the application of the proceeds of such Tranche B Loan will have been, paid
     in full. There may be multiple Borrowings of Tranche B Loans. Tranche B
     Loans repaid or prepaid may not be reborrowed hereunder.

               (c) Tranche C Loans. On the terms and subject to the conditions
     contained in this Agreement and in reliance upon the representations and
     warranties of the Obligors set forth herein, each Lender further agrees to
     make one or more Loans to the Borrowers (each, a "Tranche C Loan") on the
     Closing Date and each other Funding Date requested by a Borrower in a
     Notice of Borrowing given in accordance with Section 2.2 in an amount not
     to exceed, in the aggregate for all Tranche C Loans made by such Lender on
     all Funding Dates, the Tranche C Commitment of such Lender. No Tranche C
     Loan shall be made prior to the due date for the payment of the Permitted
     Invoices with respect to which such Tranche C Loan is being made. Each
     Tranche C Loan shall be in an amount not to exceed the aggregate amount of
     all Permitted Invoices not used to support prior Borrowings of Tranche C
     Loans. No Tranche C Loan shall be made until at least thirty (30) days
     after all issued and outstanding Permitted Invoices relating to such
     Tranche C Loan have been paid in full. Copies of the Permitted Invoices
     supporting each Tranche C Loan shall be attached to the applicable Notice
     of Borrowing. There may be multiple


                                       23

<PAGE>

     Borrowings of Tranche C Loans. Tranche C Loans repaid or prepaid may not be
     reborrowed hereunder.

               (d) Tranche D Loans. On the terms and subject to the conditions
     contained in this Agreement and in reliance upon the representations and
     warranties of the Obligors set forth herein, each Lender further agrees to
     make one or more Loans to the Borrowers (each, a "Tranche D Loan") on any
     Funding Date, as requested by a Borrower in a Notice of Borrowing given in
     accordance with Section 2.2 in an amount not to exceed, in the aggregate
     for all Tranche D Loans made by such Lender on all Funding Dates, the
     Tranche D Commitment of such Lender. There may be multiple Borrowings of
     Tranche D Loans. Tranche D Loans repaid or prepaid may not be reborrowed
     hereunder.

               (e) Tranche E Loans. On the terms and subject to the conditions
     contained in this Agreement and in reliance upon the representations and
     warranties of the Obligors set forth herein, each Lender further agrees to
     make one or more Loans to the Borrowers (each, a "Tranche E Loan") on the
     Closing Date and on each other Funding Date requested by a Borrowing in a
     Notice of Borrowing given in accordance with Section 2.2 in an amount not
     to exceed, in the aggregate for all Tranche E Loans made by such Lender on
     all Funding Dates, the Tranche E Commitment of such Lender. There may be
     multiple Borrowings of Tranche E Loans. Tranche E Loans repaid or prepaid
     may not be reborrowed hereunder.

               (f) Final Funding Date. No Funding Date shall occur after
     December 31, 2007.

               (g) Commitment Reduction. The aggregate Commitments of the
     Lenders shall be reduced by $9,187,764.19 if but only for so long as the
     Tranche B-2 of the America West ATSB loan is guaranteed by AFS Cayman
     Limited pursuant to the letter agreement dated as of September 27, 2005,
     among America West, Airbus, Citibank, N.A., and ATSB.

          SECTION 2.2 BORROWING PROCEDURES.

               (a) Each Borrowing shall be made on notice given by a Borrower to
     the Loan Agent not later than 11:00 a.m. (New York City time) at least two
     Business Days prior to the applicable Funding Date. Each such notice shall
     be in substantially the form of Exhibit C (a "Notice of Borrowing") or be
     given by telephone and confirmed in writing within one Business Day
     following such notice, in each case, specifying (A) the proposed Funding
     Date, (B) the aggregate amount of the proposed Borrowing (which must be in
     a minimum amount of $1,000,000 or a whole multiple of $100,000 above that
     amount), or if less, the remaining undrawn amount of the Loan, (C) the
     Tranche designations of the various Loans to be made on the proposed
     Funding Date, and (D) the corporate credit rating of the Guarantor and its
     consolidated Subsidiaries then most recently published by S&P. The Notice
     of Borrowing shall be irrevocable. A Notice of Borrowing with respect to a
     Tranche C Loan shall be accompanied by copies of Permitted Invoices. Each
     Notice of


                                       24

<PAGE>

     Borrowing shall be accompanied by a copy of any Notice of Borrowing (as
     defined therein) given under the Other Loan Agreement for Borrowings on the
     same date.

               (b) The Loan Agent shall give to the Lenders prompt notice of the
     Loan Agent's receipt of a Notice of Borrowing and the Applicable Interest
     Rate with respect thereto. Each Lender shall, subject to the terms of any
     mutually agreed funding agreement, severally, before 11:00 a.m. (New York
     City time) on the date of the proposed Borrowing, make available to the
     Loan Agent at the account referenced in Section 2.9(a), in immediately
     available funds, an amount equal to its ratable portion of each Tranche of
     the proposed Borrowing. After the Loan Agent's receipt of such funds, the
     Loan Agent will make such funds available to the particular Borrower which
     is actually to apply such funds in accordance with Section 2.4(f). The
     failure of any Lender to make its ratable portion of any Loan as required
     hereunder shall not relieve any other Lender of its obligations to make its
     ratable portion of such Loan or any other Loan as required hereunder.

          SECTION 2.3 SCHEDULED REPAYMENT OF THE LOANS.

               (a) Accrued Interest due on the Loans on each Interest Payment
     Date shall be capitalized and added to the outstanding principal amount of
     the Loans.

               (b) The outstanding principal amount of the Loans shall be due
     and payable on the Loan Maturity Date.

               (c) Notwithstanding any other provision of the Loan Documents,
     the outstanding principal amount of the Loans will be forgiven in writing
     by the Loan Agent on the Loan Maturity Date (as defined in the Other Loan
     Agreement) or an earlier date, if on that date the outstanding principal
     amount of, accrued interest on, and all other amounts due under the Other
     Loan Agreement Loans and the Other Loan Agreement Notes have been paid in
     full and the Other Obligations, if any, then due have been indefeasibly
     paid in full.

          SECTION 2.4 EVIDENCE OF DEBT; USE OF PROCEEDS.

               (a) Each Lender shall maintain in accordance with its usual
     practice an account or accounts evidencing such Lender's portion of the
     Loans outstanding from time to time, including, by Tranche, the amounts of
     principal and interest payable and paid to such Lender from time to time
     under this Agreement.

               (b) The Loan Agent shall establish and maintain a Register on
     behalf of the Borrowers pursuant to Section 2.4(e), and a subaccount for
     each Lender therein, in which shall be recorded (i) the amount of each Loan
     hereunder and each Interest Period applicable thereto; (ii) the amount of
     any principal or interest due and payable or to become due and payable from
     the Borrowers to each Lender hereunder; (iii) the date and amount of each
     payment on the Loans, by Tranche, made


                                       25

<PAGE>

     by or on behalf of, or collected from, the Borrowers and (iv) the amount of
     each such payment applied in accordance with each clause of Section 2.9(d)
     and (e) or other applicable terms hereof to scheduled principal of or
     interest on the Loans.

               (c) The entries made in the accounts maintained pursuant to
     clauses (a) and (b) of this Section 2.4 shall, to the extent permitted by
     applicable law, be prima facie evidence of the existence and amounts of the
     obligations recorded therein; provided, however, that the failure of any
     Lender or the Loan Agent to maintain such accounts or any error therein
     shall not in any manner affect the obligations of the Borrowers to repay
     the Loans in accordance with the terms hereof.

               (d) The Borrowers shall execute and deliver to the Loan Agent on
     the Closing Date a single promissory note for each Tranche, each
     substantially in the forms of Exhibit B, in the principal amount of the
     aggregate Commitments for such Tranche dated the Closing Date and otherwise
     appropriately completed (each such note, including any replacement note
     therefor issued in accordance with the provisions of this Section 2.4(d)
     but excluding any note so replaced, a "Note"). Promptly following each Loan
     on each Funding Date, each Lender shall update the grid attached to its
     Note and deliver a certified copy thereof to the Borrowers. If a Note is
     mutilated, lost, stolen or destroyed, the Borrowers shall, at the cost and
     expense of the Lender, issue a new Note in the same principal amount and
     having the same interest rate, date, maturity and Tranche as the Note so
     mutilated, lost, stolen or destroyed, endorsed to indicate all payments
     thereon, together with an Officer's Certificate of the Borrowers certifying
     and warranting as to the due authorization, execution and delivery of the
     new Note. In the case of any lost, stolen or destroyed Note, there shall
     first be furnished (i) to the Borrowers, at Borrowers' option, either
     adequate security to hold Borrowers harmless with respect to such lost,
     mutilated, stolen or destroyed Note or an instrument of indemnity from the
     relevant Lender and (ii) to the Borrowers and the Loan Agent evidence of
     such loss, theft or destruction reasonably satisfactory to each of them.

               (e) The Notes are registered instruments. The original of each
     Note shall be evidence of the rights of each Lender under this Agreement
     and such Note. Neither this Agreement nor any Note is a bearer instrument.
     The Loan Agent will establish and maintain on behalf of the Borrowers a
     record of ownership (the "Register") in which the Loan Agent agrees to
     register by book entry the Loan Agent's and each Lender's interest in the
     Loans, the Notes and this Agreement, and in the right to receive any
     payments hereunder or thereunder and any assignment of any such interest or
     rights. In connection with any assignment pursuant to Section 9.2, the Loan
     Agent shall maintain a copy of each Assignment and Assumption delivered to
     and accepted by it and shall record the names and addresses of the Lenders
     and principal amount of the Loans, by Tranche, owing to each Lender from
     time to time. The Borrowers, upon request and at the expense of the
     relevant Lender and the return of the Note to be replaced to the Borrowers
     marked "cancelled" (or, if the Note to be replaced has been mutilated,
     lost, stolen or destroyed, adequate security or an instrument of indemnity
     as described in the last sentence of Section 2.4(d)), agree to issue
     replacement Notes upon any assignment or participation made pursuant to


                                       26

<PAGE>

     Section 9.2. The identities of the Note holders entered in the Register
     shall be conclusive and binding for all purposes, absent manifest error,
     and the Obligors, the Loan Agent and the Lenders shall treat each Person
     whose name is recorded in the Register as the owner of the Obligations as
     indicated in the Register for all purposes of this Agreement. The Register
     shall be available for inspection by the Borrowers, the Loan Agent, or any
     Lender at any reasonable time and from time to time upon reasonable prior
     notice.

               (f) Use of Proceeds.

                    (i) The Borrowers shall use the proceeds of the Loans as
     follows:

                         (1) The proceeds of Tranche A Loans, Tranche D Loans,
     and Tranche E Loans shall be used by the Borrowers for working capital and
     general corporate purposes of either of them, including, without
     limitation, capital expenditures and acquisitions.

                         (2) The proceeds of Tranche B Loans shall be used by
     the Borrowers solely to make debt service payments due through June, 2006
     under the A321 Airbus Financings or to reimburse US Airways for any such
     payments made on or after the date of the MOU (May 18, 2005) but prior to
     the date of such Loan.

                         (3) The proceeds of Tranche C Loans shall be used by
     the Borrowers solely to pay, or to reimburse either of them for the payment
     on or after the date of the MOU (May 18, 2005) of, Permitted Invoices.

                    (ii) No portion of the proceeds of any Loans shall be used
     by the Borrowers or any of their Subsidiaries in any manner that would
     cause the borrowing or the application of such proceeds to violate
     Regulation U, Regulation T or Regulation X of the Board of Governors of the
     Federal Reserve System or any other regulation of such Board of Governors
     or to violate Section 7(c) of the Exchange Act, in each case as in effect
     on the date or dates of such borrowing and such use of proceeds.

          SECTION 2.5 OPTIONAL PREPAYMENTS.

               (a) The Borrowers may on any Business Day, upon revocable notice
     to the Loan Agent not less than ten (10) Business Days prior thereto,
     prepay all or any portion of the outstanding principal amount of such Loans
     held directly or indirectly by Airbus or its Affiliates, in whole or in
     part (but, with respect to any partial prepayment, not less than a minimum
     amount of $1,000,000, plus any whole multiple of $100,000, or such lesser
     amount as results in a prepayment of such Loans in full), together with
     accrued interest to the date of such prepayment on the principal amount
     prepaid; provided, however, that if any prepayment of all or a portion of
     such Loans is made by the Borrowers other than on an Interest Payment


                                       27

<PAGE>

     Date, the Borrowers shall also pay any amounts owing pursuant to Section
     2.10(e). Except for any such amounts owing pursuant to Section 2.10(e),
     prepayments pursuant to this Section 2.5(a) shall be without premium or
     penalty.

               (b) Upon the giving of any notice of prepayment under clause (a)
     of this Section 2.5, the principal amount of the Loans specified to be
     prepaid together with accrued and unpaid interest thereon and other
     amounts, if any, due with respect thereto as provided in Section 2.5(a),
     shall become due and payable on the date specified for such prepayment;
     provided, however, that any failure to make any such prepayment in full on
     such date shall be deemed to be an automatic revocation of the notice of
     prepayment given under Section 2.5(a) and such failure shall not constitute
     a Default or an Event of Default hereunder; provided, further, however,
     that the Borrowers shall be obligated to pay on such date any amounts owing
     under Section 2.10(e) due to such failure to prepay.

               (c) Any partial prepayment of the Loans under Section 2.5(a)
     shall be applied pro rata as among the outstanding Tranches of the Loans
     held directly or indirectly by Airbus or its Affiliates and pro rata among
     the Loans in each such Tranche, and to the then remaining installments of
     the outstanding principal amount of the Loans held, directly or indirectly,
     by Airbus or its Affiliates on a pro rata basis. Any such prepayment shall
     be paid to the Loan Agent for application as provided in Section 2.9. The
     Borrowers shall have no right to optionally prepay the principal amount of
     the Loans held, directly or indirectly, by Airbus or its Affiliates other
     than as provided in this Section 2.5 and Section 2.10, 2.12 or 9.1.

               (d) The Borrowers shall have the same prepayment rights with
     respect to Loans not held, directly or indirectly, by Airbus or its
     Affiliates as set forth above in this Section 2.5; provided, however, that
     if requested by the Initial Lender in connection with a transfer or sell
     down transaction into the capital markets as envisioned in Section 9.2(e),
     the Borrowers shall have such prepayment rights as are determined as
     provided in Section 9.2(c).

          SECTION 2.6 MANDATORY PREPAYMENTS.

               (a) Collateral Sales. Upon receipt by any Borrower or any
     Subsidiary of Net Cash Proceeds of an Asset Sale of any Collateral
     (including without limitation, any Airbus A321 model aircraft then subject
     to an A321 Airbus Financing). The Borrowers shall prepay the Loans and the
     other Obligations then due in an aggregate amount equal to the Net Cash
     Proceeds of such sale, which have not been applied to payment of the Other
     Loan Agreement Loans under Section 2.6(a) of the Other Loan Agreement,
     provided that no such prepayment shall be required for Asset Sales of Spare
     Parts until the aggregate amount thereof (not applied to prior prepayments)
     exceeds $100,000. In the event that any such Asset Sale results in a note
     payable to any Borrower or any Subsidiary, such note shall be pledged by
     such Borrower or Subsidiary, as the case may be, as collateral security for
     the obligations and the Cross-Default Obligations in a manner reasonably
     satisfactory to the Loan Agent. Any partial prepayments of the Loans made
     by the Borrowers in accordance


                                       28

<PAGE>

     prepayments of the Loans made by the Borrowers in accordance with this
     Section 2.6(a) shall be applied pro rata as among the outstanding Tranches
     of the Loans and pro rata among the Loans in each such Tranche and to the
     then remaining installments of the outstanding principal balance of the
     Loan on a pro rata basis. If any such prepayment is made by the Borrowers
     other than on an Interest Payment Date, subject to clause (c) below, the
     Borrowers shall also pay any amounts owing pursuant to Section 2.10(e). Any
     such prepayment of the Loan shall be paid to the Loan Agent for application
     as provided in Section 2.9.

               (b) Insurance/Condemnation Proceeds. No later than three Business
     Days following the date of receipt by the Borrowers or any of their
     Subsidiaries of any Net Insurance Proceeds of any Collateral, except as
     provided in Section 3.04(a) of the Engine Mortgage and Security Agreement
     if an Engine (as defined therein) is being replaced, in Section 6.01(a) of
     any Aircraft Mortgage, if an Aircraft or Airframe is being replaced, and in
     Section 3.05(d)(1) of the Spare Parts Mortgage and Security Agreement, if a
     Spare Part is being replaced, the Borrower shall prepay the Loans and any
     other Obligations then due in an amount equal to the amount of such Net
     Insurance Proceeds; provided that no such prepayment shall be required
     until the aggregate amount thereof (not applied to prior prepayments)
     exceeds $100,000; and provided, further that in the case of a prepayment
     required by Section 3.04(a) of the Engine Mortgage and Security Agreement
     or Section 6.01(a) of any Aircraft Mortgage on a date before the date on
     which Net Insurance Proceeds has been received, such prepayment of the
     Loans in the amount specified in the next sentence hereof, and on the date
     specified in such Senior Mortgage, shall be made in lieu of the prepayment
     out of the Net Insurance Proceeds required by this sentence. The amount to
     be prepaid pursuant to the proviso to the preceding sentence shall be the
     Agreed Value (as defined in the applicable Senior Mortgage) minus the
     applicable prepayment amount under such applicable Senior Mortgage. Any
     partial prepayments of the Loans made by the Borrowers in accordance with
     this Section 2.6(b) shall be applied pro rata as among the outstanding
     Tranches of the Loans and pro rata among the Loans in each such Tranche and
     to the then remaining installments of the outstanding principal balance of
     the Loan on a pro rata basis. If any such prepayment is made by the
     Borrowers other than on an Interest Payment Date, subject to clause (c)
     below the Borrowers shall also pay any amounts owing pursuant to Sections
     2.5(d) and 2.10(e). Any such prepayment of the Loans shall be paid to the
     Loan Agent for application as provided in Section 2.9.

               (c) Notwithstanding the foregoing, if no Default or Event of
     Default has occurred and is continuing, the Borrower shall be entitled to
     postpone the date of prepayment under Section 2.6(a) or (b) as follows. At
     least one (1) Business Day prior to the required date of such prepayment,
     Borrower shall notify the Loan Agent and each Lender of its election to
     postpone the date of such prepayment to the next succeeding Interest
     Payment Date and on the date required for such prepayment the Borrower
     shall pay to the Loan Agent, for deposit in a collateral account
     established with the Loan Agent and under its name and sole dominion and
     control, as security for the Obligations and the Cross-Default Obligations,
     an amount equal to the amounts the Borrower would have paid under Section
     2.6(a) or (b), as the case may be, as a prepayment of the Loans on such
     date. The Loan shall remain


                                       29

<PAGE>

     outstanding and on the next succeeding Interest Payment Date the Borrower
     shall pay the installment of interest and principal and any other amounts
     then due, plus the amount required to prepay the Loan in whole or in part
     on such Interest Payment Date (calculated as provided in Section 2.6(a) or
     (b), as the case may be, less the amount available to the Loan Agent (out
     of the funds held by it as aforesaid as collateral security) which shall be
     applied in reduction of the Borrower's obligations on such Interest Payment
     Date. Notwithstanding the foregoing, if an Event of Default shall occur and
     be continuing, funds on deposit in the aforesaid collateral account shall
     be subject to distribution under Section 2.9(d) and the provisions of
     Section 6.2 shall not be prejudiced by the foregoing prepayment
     arrangement.

               (d) Notwithstanding any other provision hereof or of the
     Collateral Documents, no mandatory prepayment of the loans under this
     Section 2.6 shall be required before the date on which any amount of
     principal of, or accrued interest on, the Loans becomes due (at maturity,
     by reason of acceleration or otherwise).

          SECTION 2.7 INTEREST.

               (a) Rate of Interest. Except as otherwise provided in Section
     2.7(c) and Section 2.10, each Loan shall bear interest on the unpaid
     principal amount thereof for each day such Loan is outstanding during any
     Interest Period at the Applicable Interest Rate for such Interest Period.
     Notwithstanding any other provision hereof, interest on the Loans shall not
     exceed the maximum allowable under applicable law.

               (b) Interest Payments. Interest accrued on each Loan and each
     Note shall be payable in arrears on the last day of each applicable
     Interest Period (an "Interest Payment Date"), upon the payment or
     prepayment thereof in whole or in part (solely to the extent of the portion
     paid or prepaid), and, if not previously paid in full, at maturity (whether
     by acceleration or otherwise), subject to the provisions of Section 2.3(c).
     Interest on each Loan shall be calculated on the basis of a year of 360
     days and actual number of days elapsed.

               (c) Default Interest. Notwithstanding the rate of interest
     specified in Section 2.7(a) or elsewhere herein, if any principal of or
     interest on a Loan or any fee or other amount payable by the Borrowers
     hereunder is not paid when due, whether at stated maturity, upon
     acceleration, by mandatory prepayment or otherwise (but other than any
     voluntary prepayment), such overdue amount shall bear interest at a rate
     which is two percent per annum in excess of the Applicable Interest Rate as
     in effect from time to time.

          SECTION 2.8 FEES. No up-front, commitment or other fees are payable on
or with respect to the Commitments or the Loans.


                                       30

<PAGE>

          SECTION 2.9 PAYMENTS AND COMPUTATIONS.

               (a) The Borrowers shall make each payment hereunder (including
     fees and expenses) not later than 12 noon (New York City time) on the day
     when due, in Dollars, to the Loan Agent in immediately available funds
     without set-off, counterclaim, claim of recoupment or other defense (except
     for any required withholding taxes not subject to indemnification
     hereunder) to the following account (unless otherwise advised):

          ACCOUNT OF : AIRBUS FINANCIAL SERVICES
          ACCOUNT AT : CALYON, NEW YORK
          SWIFT CODE : CRLYUS33
          CHIPS ID   : 807
          ABA REF    : 026 008 073
          ACCOUNT NO : 01 22456 0001 00

All payments in respect of any Obligations shall at all times be made to the
Loan Agent. The Loan Agent will promptly cause all such payments received by it
to be distributed to the Person entitled thereto in accordance with the
priorities of payment set forth below in clause (d) or (e) of this Section 2.9
or both, as applicable. Payments received by the Loan Agent after 2:00 p.m. (New
York City time) shall, solely for the calculation and accrual of interest
pursuant to the provisions hereof, be deemed to be received on the next Business
Day.

               (b) Each determination by the Loan Agent of an interest rate
     hereunder shall be presumed correct, absent manifest error.

               (c) Whenever any payment hereunder shall be stated to be due on a
     day other than a Business Day, such payment shall be due on the next
     succeeding Business Day, unless the result of such extension would be to
     extend such payment date into another calendar month, in which event such
     payment date shall end on the immediately preceding Business Day and for
     the avoidance of doubt, interest computation shall be adjusted accordingly.

               (d) So long as no Event of Default under any of Sections 6.1(a)
     (including any failure to pay all amounts hereunder upon acceleration as a
     result of any other Event of Default), (f) and (g) has occurred and is
     continuing or would result therefrom, the Loan Agent shall promptly apply
     all payments received by it in respect of any Obligations in the following
     order:

                    (i) first, to pay interest then due and payable in respect
     of the Loans to the Lenders, on a pro rata basis;

                    (ii) second, to pay principal then due and payable on the
     Loans to the Lenders, on a pro rata basis;


                                       31

<PAGE>

                    (iii) third, to pay any other Obligations then due and
     payable to the Loan Agent, the Collateral Agent and the Lenders, on a pro
     rata basis; and

                    (iv) fourth, to the Borrowers or their respective designees.

               (e) After the occurrence and during the continuance of an Event
     of Default under any of Sections 6.1(a) (including any failure to pay all
     amounts hereunder upon acceleration as a result of any other Event of
     Default), (f) or (g), the Loan Agent shall promptly apply all payments in
     respect of any Obligations or Cross-Default Obligations (including amounts
     received by the Collateral Agent upon the exercise of remedies with respect
     to the Collateral or the Cross-Collateral) in the following order:

                    (i) first, to pay Obligations in respect of any expenses,
     indemnities or other amounts owing hereunder not referred to in clauses
     (ii) through (v) below then due and payable to the Lenders, the Loan Agent
     or the Collateral Agent, on a pro rata basis;

                    (ii) second, to pay interest then due and payable in respect
     of the Loans to the Lenders, on a pro rata basis;

                    (iii) third, to pay or prepay principal payments on the
     Loans to the Lenders or other Obligations to the respective parties
     entitled thereto, on a pro rata basis, or to be held by, the Loan Agent as
     additional collateral for any Obligations which are not at the time due and
     payable;

                    (iv) fourth, to pay any Cross-Default Obligations then due
     and payable to the respective parties entitled thereto, on a pro rata
     basis, or to be held by the Loan Agent as Collateral for any Cross-Default
     Obligations which are not at the time due and payable; and

                    (v) fifth, after payment in full of the Cross-Default
     Obligations, to the Borrowers or their respective designees.

          SECTION 2.10 CERTAIN PROVISIONS GOVERNING THE LOANS.

               (a) Certain Determinations. LIBOR for each Interest Period for
     each Loan shall be determined by the Loan Agent pursuant to the procedures
     set forth in the definition of "LIBOR", and shall promptly thereafter be
     notified to the Borrowers and each Lender together with the Applicable
     Margin and the Applicable Interest Rate for such Interest Period (in
     writing or by email or by telephone confirmed in writing or by email). The
     Tranche A, Tranche B, Tranche C, Tranche D and Tranche E Commitment
     Increase Amount for the Lenders (and for each Lender) shall be determined
     by the Loan Agent as provided in the respective definitions of those terms,
     and promptly upon receipt of notice thereof from the Other Loan


                                       32

<PAGE>

     Agreement Loan Agent shall be notified by the Loan Agent to each Lender,
     the Borrower and the Collateral Agent. The Tranche A, Tranche B, Tranche C,
     Tranche D and Tranche E Commitment Increase Amounts for the Lenders shall
     not exceed $89,000,000. A certificate of the Loan Agent setting forth the
     applicable LIBOR, the Applicable Margin and the adjusted Applicable
     Interest Rate, or the Tranche A, Tranche B, Tranche C, Tranche D or Tranche
     E Commitment Increase Amounts, shall be presumed correct absent manifest
     error. The Loan Agent shall, at the request of either Borrower, deliver to
     the Borrowers a statement showing the quotations used by the Loan Agent to
     determine LIBOR, the Applicable Margin and the Applicable Interest Rate,
     such statement to be in sufficient detail for the Borrowers to reasonably
     determine whether any such manifest error has occurred.

               (b) Interest Rate Unascertainable. In the event that the Loan
     Agent determines that, at the time the Loan Agent is to determine the
     Applicable Interest Rate for an Interest Period, by reason of circumstances
     affecting the London interbank market for U.S. Dollar deposits, adequate
     and fair means do not exist for ascertaining the applicable interest rates
     by reference to which the LIBOR then being determined is to be fixed, the
     Loan Agent shall forthwith so notify the Borrowers and the Lenders,
     whereupon during the 30 days following the date of any such notice given to
     the Borrowers, the Loan Agent and the Borrowers shall negotiate in good
     faith in order to arrive at a mutually acceptable alternative basis for
     determining the interest rate from time to time applicable to the Loans
     (the "Substitute Basis"). If within the 30 days following the date of any
     such notice to the Borrowers, the Loan Agent and the Borrowers shall agree
     upon a Substitute Basis, such Substitute Basis shall be retroactive to and
     effective from the first day of the then current Interest Period until and
     including the last day of such Interest Period. If after 30 days from the
     date of such notice, the Loan Agent and the Borrowers shall have failed to
     agree upon a Substitute Basis, then the Loan Agent (upon instructions from
     the Requisite Lenders) shall certify in writing to the Borrowers the
     interest rate at which such Lenders are prepared to maintain their portion
     of the Loans for such Interest Period, it being understood that such
     Lenders' interest rate shall be not more than a rate per annum equal to a
     rate which adequately and fairly reflects the cost to such Lenders of
     obtaining the funds necessary to maintain their portion of the Loans for
     such Interest Period. If no Substitute Basis is established, upon receipt
     of notice of the interest rates at which the Requisite Lenders are prepared
     to maintain their respective portion of the Loans, and on the last day of
     each Interest Period thereafter, the Borrowers shall have the right
     exercisable upon ten Business Days' prior notice to the Loan Agent (i) to
     continue to borrow the Loans at the interest rate so advised by the Loan
     Agent (as such rate may be modified, from time to time, at the outset of
     each subsequent Interest Period) or (ii) to prepay in full the Loans
     together with accrued but unpaid interest thereon at the Applicable
     Interest Rate most recently in effect, whereupon the Loans shall become due
     and payable on the date specified by the Borrowers in such notice.

               (c) Increased Costs. If at any time (i) the introduction after
     the date hereof of or any change after the date hereof in or in the
     interpretation of any law, treaty or governmental rule, regulation or order
     binding on any Lender or (ii) the


                                       33

<PAGE>

     compliance by any Lender with any guideline, request or directive enacted
     or imposed or made after the date hereof from any central bank or other
     Governmental Authority (whether or not having the force of law) shall (A)
     impose, modify, or deem applicable any reserve, special deposit or similar
     requirement against assets of, deposits with or for the account of, or
     credit extended by, any Lender, or (ii) impose on any Lender any other
     condition, and the result of any of the foregoing shall be to materially
     increase the cost to such Lender of agreeing to make or making, funding, or
     maintaining any portion of the Loans (except with respect to Excluded
     Taxes), then the Borrowers shall from time to time, within ten Business
     Days of written demand (which demand shall be accompanied by a certificate
     setting forth the basis for such demand and a calculation of the amount
     thereof in reasonable detail) by such Lender (with a copy of such demand
     and certificate to the Loan Agent), pay to the Loan Agent for the account
     of such Lender, additional amounts sufficient to compensate such Lender for
     such increased cost. Such a certificate submitted to the Borrowers and the
     Loan Agent by such Lender shall be presumptively correct absent manifest
     error. Notwithstanding the provisions of this paragraph, (x) the Borrowers
     shall not be obligated to pay any amounts pursuant to this paragraph for
     periods occurring prior to the 60th day before the giving of such
     certificate, provided that if the circumstances giving rise to such claim
     have a retroactive effect then such 60 day period shall be extended to then
     include such period of retroactive effect, and (y) the Borrowers shall not
     be required to make any payment otherwise required hereby to any Lender
     unless such Lender states in its written demand that such claim is not
     being made on a basis that discriminates against the Borrower as compared
     to comparable extensions of credit with similarly situated borrowers.

               (d) Illegality. Notwithstanding any other provision of this
     Agreement, if the introduction of or any change in or in the interpretation
     of any law, treaty or governmental rule, regulation or order, in each case
     after the date of this Agreement, shall make it unlawful for any Lender to
     continue to fund or maintain its portion of the Loans as contemplated
     hereby, then, on notice thereof by such Lender to the Borrowers through the
     Loan Agent, the obligation of such Lender to continue to fund or maintain
     its portion of the Loan shall be terminated and the Borrowers shall prepay
     such affected portion of the Loan to such Lender together with accrued but
     unpaid interest thereon and all other sums payable hereunder with respect
     thereto on the last day of the then current Interest Period or earlier if
     necessary to avoid such illegality. Any such partial prepayment of the Loan
     shall be applied ratably to the then unpaid installments thereof in
     accordance with the amount of each such unpaid installment.

               (e) Breakage Costs. In addition to all amounts required to be
     paid by the Borrowers pursuant to Section 2.7, the Borrowers shall
     compensate each Lender, at the time specified herein, or if no such time is
     specified, within ten Business Days of written demand (with a copy of such
     demand to the Loan Agent), for all net losses, expenses and liabilities
     (including any loss or expense incurred by reason of the liquidation or
     reemployment of deposits or other funds acquired by such Lender or the
     termination of any other financial arrangement it may have entered into to
     fund or maintain or support such Lender's portion of the Loan, including
     any net


                                       34

<PAGE>

     loss of interest but excluding any other lost profit or any Taxes based on
     the overall net income of such Lender) which such Lender actually sustains
     as a consequence of (i) any proposed Borrowing not occurring on a date
     specified therefor in any Notice of Borrowing given by any Borrower, (ii)
     any portion of the Loans being prepaid (including, subject to Section
     2.6(c), mandatorily pursuant to Section 2.6 or this Section 2.10) on a date
     which is not the last day of the applicable Interest Period, or (iii) any
     failure by any Borrower to repay any portion of the Loans when required by
     the terms hereof (after giving effect to any grace periods). Any written
     demand by a Lender under this Section 2.10(e) shall be accompanied by a
     certificate setting forth the basis for such demand and a calculation of
     the amount thereof in reasonable detail by such Lender. Such a certificate
     submitted to the Borrowers and the Loan Agent by a Lender shall be
     presumptively correct absent manifest error. Amounts paid under this
     Section 2.10(e) shall be paid to the Loan Agent for the account of the
     applicable Lender. Notwithstanding the provisions of this paragraph, the
     Borrowers shall not be obligated to pay any amounts pursuant to this
     paragraph for periods occurring prior to the 60th day before the giving of
     such certificate, provided that if the circumstances giving rise to such
     claim have a retroactive effect then such 60 day period shall be extended
     to then include such period of retroactive effect.

          SECTION 2.11 CAPITAL ADEQUACY. If at any time (a) the adoption of or
any change in or in the interpretation of any law, treaty or governmental rule,
regulation or order after the date of this Agreement regarding capital adequacy,
(b) compliance with any such law, treaty, rule, regulation, or order, or (c)
compliance with any guideline or request or directive made after the date hereof
from any central bank or other Governmental Authority (whether or not having the
force of law) shall have the effect of reducing the rate of return on such
Lender's (or any corporation controlling such Lender's) capital as a consequence
of its obligations hereunder (other than for changes in the rate of tax on the
overall net income of such Lender) to a level below that which such Lender or
such corporation could have achieved but for such adoption, change, compliance
or interpretation by an amount deemed by such Lender to be material, then,
within ten Business Days following written demand from time to time by such
Lender (with a copy of such demand to the Loan Agent), the Borrowers shall pay
to the Loan Agent for the account of such Lender from time to time as specified
by such Lender additional amounts sufficient to compensate such Lender for such
reduction. Any written demand by a Lender under this Section 2.11 shall be
accompanied by a certificate setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail by such Lender. Such a
certificate submitted to the Borrowers and the Loan Agent by a Lender shall be
presumptively correct absent manifest error. Notwithstanding the provisions of
this paragraph, (x) the Borrowers shall not be obligated to pay any amounts
pursuant to this paragraph for periods occurring prior to the 60th day before
the giving of such certificate, provided that if the circumstances giving rise
to such claim have a retroactive effect then such 60 day period shall be
extended to then include such period of retroactive effect, and (y) the
Borrowers shall not be required to make any payment otherwise required hereby to
any Lender unless such Lender is generally demanding payment under comparable
provisions of its agreements with similarly situated borrowers.


                                       35

<PAGE>

          SECTION 2.12 SUBSTITUTION OF LENDERS.

               (a) In the event that no Event of Default has occurred and is
     continuing and (i) any Lender makes a claim under Section 2.10(c) or (e) or
     Section 2.11, (ii) it becomes unlawful for any Lender to continue to fund
     or maintain its portion of the Loans as contemplated hereby and such Lender
     notifies the Borrowers pursuant to Section 2.10(d), (iii) any Obligor is
     required to make any payment pursuant to Section 2.13 that is attributable
     to a particular Lender, (iv) any Lender fails to fund any Loans as required
     hereby or (v) there shall exist a Non-Consenting Lender in respect of a
     Proposed Change to which the Loan Agent consents (any such Lender, an
     "Affected Lender"), the Borrowers may substitute any other Lender or any
     other financial institution which will eliminate the continued need to make
     such payments and which is reasonably acceptable to the Loan Agent (a
     "Substitute Institution") for such Affected Lender hereunder, after
     delivery of a written notice (a "Substitution Notice") by the Borrowers to
     the Loan Agent and the Affected Lender following the occurrence of any of
     the events described in clauses (i) through (v) above that the Borrowers
     intend to make such substitution.

               (b) If the Substitution Notice was properly issued under this
     Section 2.12, the Affected Lender shall sell, and the Substitute
     Institution shall purchase, in accordance with Section 9.2, all rights and
     obligations (except with respect to prior periods) of such Affected Lender
     under the Loan Documents. Such purchase and sale (and the corresponding
     assignment of all rights and obligations (except with respect to prior
     periods) hereunder) shall be effective on the later of (i) the receipt by
     the Affected Lender of an amount equal to the unpaid principal amount,
     accrued interest on, and other amounts due in respect of, its outstanding
     Loans, together with any other Obligations owing to it, (ii) the receipt by
     the Loan Agent of an Assignment and Assumption whereby the Substitute
     Institution shall agree to be bound by the terms hereof and (iii) without
     duplication, the payment in full to the Affected Lender in cash of all
     unreimbursed costs and expenses and indemnities accrued and unpaid through
     such effective date.

               (c) If any Lender requests compensation under Section 2.10(c) or
     (e), 2.11 or 2.13, or if any Borrower is required to pay any additional
     amount to any Lender or any Governmental Authority for the account of any
     Lender pursuant to Section 2.13, then such Lender shall use reasonable
     efforts to designate a different lending office for funding or booking its
     Loans hereunder or to assign its rights and obligations hereunder to
     another of its offices, branches or Affiliates, if, in the judgment of such
     Lender, such designation or assignment (i) would eliminate or reduce
     amounts payable pursuant to Section 2.10(c) or (e), 2.11 or 2.13, as the
     case may be, in the future and (ii) would not subject such Lender to any
     material unreimbursed cost or expense and would not otherwise be
     disadvantageous to such Lender.


                                       36

<PAGE>

          SECTION 2.13 TAXES.

               (a) Except as otherwise provided in Section 9.2 or as required by
     applicable law, any and all payments by the Borrowers under each Loan
     Document shall be made free and clear of and without deduction for any and
     all Taxes, excluding (i) in the case of each Lender, each Participant and
     the Loan Agent taxes measured by its net income, and franchise taxes
     (imposed in lieu of net income taxes) imposed on it, by the jurisdiction
     under the laws of which such Lender, such Participant or the Loan Agent (as
     the case may be) is organized or is otherwise treated as doing business
     (other than a jurisdiction in which such Person is treated as doing
     business as a result of its execution and delivery of any Loan Document or
     its exercise of its rights or performance of its obligations or the receipt
     of income thereunder), (ii) in the case of each Lender and each
     Participant, taxes measured by its net income, and franchise taxes (imposed
     in lieu of net income taxes) imposed on it, by the jurisdiction in which
     such Lender's Lending Office is located or in which such Participant booked
     its participation for tax accounting purposes, (iii) in the case of each
     Lender, each Participant, and the Loan Agent, Taxes imposed as a result of
     such Person or the Loan Agent failing to comply with its obligations under
     Section 2.13(g), (iv) in the case of each Lender, each Participant, and the
     Loan Agent, as the case may be, United States federal withholding taxes
     except to the extent imposed as a result of a change in applicable law,
     including income tax conventions, after the Closing Date or, with respect
     to an assignment, acquisition, participation, designation of a different
     office or jurisdiction for purposes of receiving or paying amounts
     hereunder, or the appointment of a Loan Agent, the effective date thereof,
     except (x) to the extent that such Person's predecessor was entitled to
     such amounts (or in the case of a designation of a new jurisdiction, to the
     extent such Person was entitled to such amounts with respect to its prior
     jurisdiction) or (y) in the case of an assignment or change of lending
     office pursuant to Section 2.13(g), and (v) Taxes to the extent imposed as
     a result of the gross negligence or willful misconduct of the Loan Agent,
     such Lender or any of their Affiliates (all such non-excluded Taxes being
     referred to as "Indemnified Taxes" and all Taxes listed in clauses (i)
     through (v) of this clause (a) being referred to as "Excluded Taxes"). If
     any Indemnified Taxes shall be required by law to be deducted from or in
     respect of any sum payable under any Loan Document to any Lender or the
     Loan Agent (i) the sum payable shall be increased as may be necessary so
     that after making all required deductions (including deductions applicable
     to additional sums payable under this Section 2.13) such Lender, or the
     Loan Agent (as the case may be) receives an amount equal to the sum it
     would have received had no such deductions been made, (ii) the Borrowers
     shall make such deductions, and (iii) the Borrowers shall pay the full
     amount deducted to the relevant taxing authority or other authority in
     accordance with applicable law.

               (b) In addition, the Borrowers agree to pay any present or future
     stamp or documentary taxes or any other excise or property taxes, charges
     or similar levies of the United States or any political subdivision thereof
     or any applicable foreign jurisdiction, and all liabilities with respect
     thereto, which arise from any payment made under any Loan Document or from
     the execution, delivery or registration of, or otherwise with respect to,
     any Loan Document excluding, in each


                                       37

<PAGE>

     case, such amounts that result from an assignment, grant of a
     participation, transfer or designation of a new Lending Office or other
     office for receiving payments under any Loan Document unless (x) the same
     takes place in connection with an Event of Default (so long as such Event
     of Default is continuing) or at Borrower's written request (collectively,
     "Other Taxes") to the Loan Agent for the account of the affected party or
     (y) in the case of an assignment or change of lending office pursuant to
     Section 2.13(g).

               (c) The Borrowers will indemnify each Lender and the Loan Agent
     for the full amount of Indemnified Taxes or Other Taxes, without
     duplication, (including any Taxes imposed by any jurisdiction on amounts
     payable under this Section 2.13) paid by such Lender or the Loan Agent (as
     the case may be) and any liability (including for penalties, interest and
     expenses) arising therefrom or with respect thereto. This indemnification
     shall be made to the Loan Agent for account of the relevant Lender or the
     Loan Agent, as the case may be, within 30 days from the date such Lender or
     the Loan Agent (as the case may be) makes written demand therefor (with a
     copy to the Loan Agent if made by a Lender, and accompanied by a statement
     setting forth the basis for such taxation and the calculation of the amount
     thereof in reasonable detail).

               (d) Within 30 days after the date of any payment of Indemnified
     Taxes or Other Taxes, the Borrowers will furnish to the Loan Agent the
     original or a certified copy of a receipt evidencing payment thereof or
     other documentation reasonably satisfactory to the Loan Agent.

               (e) Without prejudice to the survival of any other agreement of
     the Borrowers hereunder, the agreements and obligations of the parties
     contained in this Section 2.13 shall survive the payment in full of the
     Obligations.

               (f) Each Lender, each Participant and the Loan Agent shall, on or
     prior to the Closing Date or on or prior to the date of the Assignment and
     Assumption pursuant to which it becomes a Lender or on or prior to the date
     such Person becomes a Participant or the Loan Agent, as applicable, and
     from time to time thereafter if reasonably requested by the Loan Agent or
     the Borrowers, provide the Loan Agent and the Borrowers, with two completed
     copies of IRS Form W-8BEN, W-8ECI, W-8IMY, W-9 and/or other applicable
     forms, certificates and documents prescribed by the IRS with respect to
     United States withholding and/or backup withholding tax with respect to all
     payments to be made to such Person under the Loan Documents. In addition,
     each Lender, each Participant and the Loan Agent, as the case may be, shall
     deliver to the Borrowers and the Loan Agent, notice of any event (other
     than a change in applicable law, including income tax conventions)
     requiring a change in the most recent form certificates and/or documents
     previously delivered by such Person to the Borrowers and the Loan Agent and
     any additional, updated or changed forms, certificates or documents. Unless
     the Loan Agent and the Borrowers have received forms, certificates, and/or
     other documents reasonably satisfactory to them indicating that payments
     under the Loan Documents to or for a Non-U.S. Person are not subject to
     United States withholding tax or are subject to


                                       38

<PAGE>

     such tax at a rate reduced by an applicable tax treaty, the Loan Agent or
     the Borrowers shall, notwithstanding the provisions of Section 2.13(a), (b)
     and (d) and without impairing any obligation of the Borrowers under this
     Section 2.13 with respect to such tax, withhold such United States
     withholding taxes from such payments at the appropriate rate.

               (g) Any Lender claiming any additional amounts payable pursuant
     to this Section 2.13 shall use its reasonable efforts (consistent with its
     internal policy and legal and regulatory restrictions) to change the
     jurisdiction of its Lending Office if the making of such a change would
     avoid the need for, or reduce the amount of, any such additional amounts
     which would be payable or may thereafter accrue and would not, in the sole
     determination of such Lender, be otherwise disadvantageous to such Lender.

               (h) If the Borrower or Guarantor pays any amount under this
     Section 2.13 to a Lender, Participant or the Loan Agent (each, a "Tax
     Indemnitee") and such Tax Indemnitee determines in its sole discretion that
     it has actually realized in connection therewith a net cash benefit
     (including a net cash benefit which the relevant taxing authority applies
     to satisfy any liability of such Tax Indemnitee for Taxes) due to any
     refund or any reduction of, or credit against, its liabilities for Taxes in
     any taxable year, provided that no Event of Default shall have occurred and
     be continuing, such Tax Indemnitee shall, to the extent it can do so
     without prejudice to the retention of such benefit, pay to the Borrower or
     Guarantor (as the case may be) an amount that the Tax Indemnitee shall, in
     its sole discretion, determine (subject to confirmation as provided below)
     is equal to such net cash benefit which was obtained by Tax Indemnitee in
     such year as a consequence of such refund, reduction or credit realized in
     connection with the payment of such amount. A Tax Indemnitee shall, upon
     written request from the Borrower, provide to the Borrower a letter from
     independent accountants selected by the Tax Indemnitee and reasonably
     acceptable to the Borrower confirming the accuracy of the Lender's
     calculations of the amount of any net benefit determined by the Tax
     Indemnitee pursuant to the preceding sentence, provided that the
     interpretation of this Agreement or any other Loan Document shall not be
     within the scope of the accountants' confirmation. Nothing contained in
     this Section 2.13(h) shall be construed as requiring any Tax Indemnitee to
     conduct its business or arrange or alter in any respect its Tax or
     financial affairs so that it is entitled to receive a refund, reduction or
     credit or shall require any Tax Indemnitee to provide to the Borrower or
     its agents copies of any Tax returns or other information with respect to
     the income, assets or operations attesting to such Tax Indemnitee's
     determination. The Borrower shall reimburse such Tax Indemnitee for all
     costs and expenses incurred by such Tax Indemnitee in obtaining such
     accountants' letter, provided that the accountants' letter confirms, in all
     material respects, such Tax Indemnitee's determination.

               (i) Borrower shall have no obligation to pay, or indemnify any
     Tax Indemnitee for, any amount under this Section 2.13 or for any United
     States federal income tax or withholding tax which was required by law to
     be deducted or withheld by the Borrower or the Loan Agent from any payment
     to or for the benefit


                                       39

<PAGE>

     of such Tax Indemnitee but which was not deducted or withheld due to the
     Borrower's or the Loan Agent's reasonable reliance the withholding forms,
     certificates and/or documents theretofore delivered by such Tax Indemnitee
     or the Loan Agent pursuant to Section 2.13(f) if such form, certificate
     and/or document was inaccurate in any material respect when delivered by
     such Tax Indemnitee and/or the Loan Agent and such Tax Indemnitee or the
     Loan Agent had Actual Knowledge of such inaccuracy at the time such Tax
     Indemnitee or the Loan Agent delivered such form.

               (j) If a Tax Indemnitee receives a written claim from any taxing
     authority for any Tax for which the Borrower is liable pursuant to Section
     2.13 (a "Tax Claim"), such Tax Indemnitee shall promptly notify the
     Borrower in writing. If requested by the Borrower in writing within 30 days
     after receipt of such Tax Indemnitee's written notice (provided that if a
     response to such Tax Claim is due less than 40 days after the Borrower's
     receipt of such Tax Indemnitee's notice, the Borrower's request must be
     made within 15 days or, if longer, the period ending not later than the
     10th day before the day on which the response to such Tax Claim is due),
     such Tax Indemnitee shall in good faith contest or, at such Tax
     Indemnitee's election, permit the Borrower to contest (unless such contest
     involves Taxes not indemnified or paid by the Borrower or Guarantor or, in
     such Tax Indemnitee's reasonable, good faith judgment, permitting the
     Borrower to contest may have a material adverse effect on such Tax
     Indemnitee), in each case in accordance with and to the extent permitted by
     applicable law and at the Borrower's expense, such Tax Claim, provided that
     no Tax Indemnitee shall have any obligation to commence or continue the
     contest of any such Tax Claim unless the following conditions are satisfied
     at the time the contest is to be commenced and at all times during the
     contest:

                    (i) no Event of Default shall have occurred and be
     continuing,

                    (ii) contesting such Tax Claim would not result in (A) any
     risk of sale, forfeiture, confiscation, seizure or loss of, or the
     imposition of a Lien (other than a Lien for the Tax that is the subject of
     such contest provided that enforcement of such Lien is stayed until the
     final determination of such contest and the Borrower maintains adequate
     reserves with respect to such Lien) or (B) any risk of imposition of
     criminal liability,

                    (iii) the aggregate amount of the Taxes that are to be
     contested exceeds Twenty-Five Thousand Dollars ($25,000),

                    (iv) such Tax Indemnitee shall have received a written
     confirmation of the Borrower that the Taxes that are the subject of such
     Tax Claim are Tax for which the Borrower is liable pursuant to Section
     2.13, provided that the Borrower shall not be bound by such confirmation to
     the extent that the final determination of the contest articulates
     conclusions of law and fact that clearly demonstrate that the


                                       40

<PAGE>

     Taxes that are the subject of such Tax Claim are not Taxes for which the
     Borrower is liable pursuant to Section 2.13,

                    (v) the Borrower, upon the written request of such Tax
     Indemnitee, shall have provided such Tax Indemnitee, at the expense of the
     Borrower, with an opinion of counsel selected by such Tax Indemnitee and
     reasonably acceptable to the Borrower to the effect that there is a
     substantial basis in law and fact to contest such Tax Claim and a realistic
     expectation that a contest of such Tax Claim would be successful,

                    (vi) if such Tax Indemnitee decides to contest such Tax
     Claim by paying the Taxes that are the subject of such Tax Claim and taking
     action to obtain a refund thereof, the Borrower shall have made an
     interest-free advance to such Tax Indemnitee in an amount equal to the
     amount of those Taxes and shall have delivered to such Tax Indemnitee a
     written undertaking to indemnify such Tax Indemnitee and its Affiliates on
     an after-tax basis for any adverse Tax consequences (taking into account
     all relevant Tax benefits and Tax detriments) to such Tax Indemnitee or any
     of its Affiliates resulting from such interest-free advance, and

                    (vii) the Borrower shall be paying, on demand and on an
     after-tax basis, all reasonable costs and expenses incurred by such Tax
     Indemnitee or the Loan Agent with the conduct of such contest (including,
     without limitation, reasonable attorneys' and accountants' fees and
     disbursements).

               (k) Subject to Section 9.2(c)(2), a Participant will be entitled
     to the benefits and subject to the requirements of this Section 2.13 to the
     same extent as if such Person were a Lender.

          SECTION 2.14 PRO RATA TREATMENT AND PAYMENTS. Each Borrowing by either
Borrower from the Lenders hereunder, and each payment by either Borrower on
account of any reduction of the Commitments of the Lenders shall be made pro
rata according to the respective Commitments of the relevant Lenders. Each
payment (including each prepayment) by either Borrower on account of principal
of and interest on or other amounts in respect of the Loans shall be made pro
rata according to the respective outstanding principal amounts of the Loans then
held by the Lenders (except as otherwise provided in Section 2.10, 2.11, 2.13 or
9.4).

                                   ARTICLE III

                    CONDITIONS TO CLOSING AND FUTURE FUNDINGS

          SECTION 3.1 CONDITIONS PRECEDENT. The effectiveness of this Agreement
and the several obligations of the Lenders to make the Loans requested to be
made on each Funding Date are subject to the satisfaction or waiver of all of
the following conditions precedent on or before such Funding Date:


                                       41

<PAGE>

               (a) Certain Documents. On or before the first Funding Date, the
     Loan Agent and the Initial Lender shall have received each of the
     following, each dated appropriately:

                    (i) this Agreement, duly executed and delivered by the
     parties hereto;

                    (ii) the Notes duly executed by the Borrowers and conforming
     to the requirements set forth in Section 2.4(d) hereof;

                    (iii)the documents described in clauses (i), (ii), and (iii)
     of the definition of "Collateral Documents", duly executed and delivered by
     the parties thereto;

                    (iv) the favorable opinions of (A) Skadden, Arps, Slate,
     Meagher & Flom LLP and Vedder, Price, Kaufman & Kammholz, P.C., counsel to
     America West, (B) Arnold & Porter, counsel to US Airways and the Guarantor,
     (C) General Counsel of America West in form and substance satisfactory to
     the Loan Agent and each Lender and (D) General Counsel of US Airways and
     the Guarantor;

                    (v) a copy of the articles or certificate of incorporation
     of each of the Borrowers and the Guarantor, certified as of a recent date
     by the Secretary of State of the state of organization of such Person,
     together with a "long-form" certificate of such official attesting to the
     good standing of such Person;

                    (vi) a certificate of each of the Borrowers and the
     Guarantor signed on behalf of such Person by its Secretary or an Assistant
     Secretary certifying (A) the names and true signatures of each officer of
     such Person who has been authorized to execute and deliver each Loan
     Document required to be executed and delivered by or on behalf of such
     Person hereunder or thereunder, (B) the by-laws of such Person as in effect
     on the date of such certification, (C) the resolutions of such Person's
     board of directors approving and authorizing the execution, delivery and
     performance of each Loan Document to which it is a party and (D) that there
     have been no changes in the certificate of incorporation of such Person
     from the certificate of incorporation delivered pursuant to the immediately
     preceding clause;

                    (vii) a certificate of each of the Borrowers and the
     Guarantor, signed by its duly authorized officer, certifying (i) that all
     representations and warranties of such Person contained in Article IV
     hereof are true and correct in all material respects on and as of the
     Closing Date, before and after giving effect to any Borrowing to be made on
     such date and to the application of the proceeds therefrom, and (ii) that
     no Default or Event of Default has occurred and is continuing, or would
     result


                                       42

<PAGE>

     from any Borrowing to be made on such date and the application of the
     proceeds therefrom; and

                    (viii) a copy of the ATSB Loan Agreements and of each
     counter-guarantee or guarantee delivered thereunder, all in form and
     substance satisfactory to the Loan Agent and each Lender.

               (b) No Material Adverse Change. On each Funding Date, since the
     Effective Date, there shall have been no Material Adverse Change.

               (c) Amendments; New Aircraft Transaction. Before the first
     Funding Date:

                    (i) the relevant security agreements for the Cross-Default
     Obligations shall have been amended in a manner reasonably satisfactory to
     the Loan Agent to provide for cross-collateralization to the Obligations;

                    (ii) the America West ATSB loan documents shall have been
     amended in a manner reasonably satisfactory to the Loan Agent to provide
     for the release of any prepayment obligation thereunder to the extent
     conflicting with any mandatory prepayment obligation of the Borrowers under
     Section 2.6;

                    (iii) an intercreditor agreement (and any necessary
     amendments to the GECC loan and security agreements) consistent with the
     MOU and otherwise reasonably satisfactory to the Loan Agent shall have been
     entered into with GECC with respect to spare parts and any other Collateral
     held in common with GECC (and any necessary amendments to the GECC loan and
     security agreements);

                    (iv) each of the A319/A320/A321 Purchase Agreement and the
     A330/A340 Purchase Agreement shall have been amended as contemplated in the
     MOU and the other transactions provided for therein shall have been
     consummated as set forth therein and Guarantor shall have obtained
     Bankruptcy Court approval to assume by Final Order, and shall have assumed,
     the A319/A330/A321 Purchase Agreement and the A330/A340 Purchase Agreement,
     each, as so amended; all of the foregoing to the reasonable satisfaction of
     the Loan Agent;

                    (v) definitive documentation with respect to the new
     aircraft transaction for twenty (20) A350 aircraft shall have been entered
     into by all relevant parties, as contemplated in paragraph 4 of the MOU;

                    (vi) with respect to the Pass-Through Trust Certificates,
     Series 2001-1 transactions, all aircraft leases and other assumable
     agreements included therein or comprising such transactions


                                       43

<PAGE>

     shall have been assumed following Bankruptcy Court approval by Final Order,
     all to the satisfaction of the Loan Agent;

                    (vii) the Co-Branded Card and Merchant Services Agreement,
     dated May 20, 2003, as amended, between US Airways and Bank of America,
     shall have been assumed following Bankruptcy Court approval by Final Order;

                    (viii) all other assumable contracts of US Airways or its
     Affiliates which are Debtors with Airbus or its Affiliates shall have been
     assumed with Bankruptcy Court Approval by Final Order; and

                    (ix) on the first Funding Date, the Loan Agent and the
     Initial Lender shall have received a certificate of US Airways and the
     Guarantor signed by its duly authorized officer as to the assumptions of
     contracts referred to in the preceding clauses (iv), (vi), (vii) and
     (viii).

               (d) Expenses Paid. On each Funding Date, the Obligors shall have
     paid all legal fees and expenses of the Loan Agent, the Initial Lender and
     the Collateral Agent due and payable on or before such Funding Date if the
     Borrowers are responsible therefor under Section 9.3 and have received
     reasonably detailed invoices therefor promptly following the relevant
     Notice of Borrowing.

               (e) Consents, Etc. On each Funding Date, the Borrowers and the
     Guarantor shall have received all consents and authorizations required to
     be received by them to be able to execute, deliver and perform, in all
     material respects, their obligations under the Loan Documents to which any
     of them is, or shall be, a party.

               (f) No Illegality. On each Funding Date, no law or regulation
     shall be applicable that restrains, prevents or imposes materially adverse
     conditions upon the transactions contemplated hereby.

               (g) Representations and Warranties of Obligors. On each Funding
     Date, all representations and warranties of each Borrower and of the
     Guarantor set forth in Article IV hereof shall be true and correct in all
     material respects on and as of such Funding Date, both before and after
     giving effect to any Borrowing to be made on such date and to the
     application of the proceeds therefrom as though made on and as of such date
     (except to the extent such representations and warranties by their terms
     expressly relate to an earlier date, in which case such representations and
     warranties shall have been true and correct in all material respects on and
     as of such earlier date).

               (h) No Event of Default. On each Funding Date, no Event of
     Default or Default shall have occurred and be continuing, or would result
     from the Borrowing to be made on such date and the application of the
     proceeds therefrom.


                                       44

<PAGE>

               (i) Corporate and Other Proceedings. On the first Funding Date,
     all corporate and other proceedings, and all documents, instruments and
     other legal matters in connection with the transactions contemplated hereby
     shall be satisfactory in form and substance to the Loan Agent.

               (j) Chief Executive Officer. On the first Funding Date, W.
     Douglas Parker shall be the Chief Executive Officer of the Guarantor.

               (k) Additional Investments. On the first Funding Date, Guarantor
     shall have received one or more unrestricted equity investments in an
     aggregate amount equal to not less than $375 million and a cash payment of
     not less than $125 million from one or more sources in addition to the
     liquidity amounts described in the Business Plan.

               (l) Effective Date. On or before the first Funding Date, the
     Effective Date shall have occurred.

               (m) Pro Forma Balance Sheet; Financial Statements. On the first
     Funding Date, the Lenders shall have received (i) the Pro Forma Balance
     Sheet and (ii) the financial statements referred to in Section 4.3(b).

               (n) Lien Searches. On each Funding Date, the Loan Agent shall
     have received, if it desires, the results of a recent UCC lien search in
     each appropriate jurisdiction and FAA liens search, and in each case, such
     search shall reveal (1) no Liens other than those listed in Section 5.13 or
     otherwise permitted by Section 5.13 and (2) no Liens on any material
     portion of the Collateral except in respect of Liens permitted on the
     Collateral by Section 5.13 and not otherwise prohibited under the
     Collateral Documents.

               (o) Filings, Registrations and Recordings. On each Funding Date,
     each document (including any Uniform Commercial Code financing statement)
     required by the Collateral Documents or under law or reasonably requested
     by the Loan Agent to be filed, registered or recorded in order to create in
     favor of the Loan Agent, for the benefit of the Lenders, a perfected Lien
     on the Collateral described therein, prior and superior in right to any
     other Person (other than with respect to Liens expressly permitted by
     Section 5.13), shall have been delivered to the Loan Agent in proper form
     for filing, registration or recordation.

               (p) Plan of Reorganization; Confirmation Order; Effective Date of
     Merger. On the first Funding Date, the Confirmation Order confirming the
     Plan of Reorganization (i) shall have been provided to the Loan Agent and
     (ii) shall be in full force and effect and shall not have been reversed or
     modified and shall not be stayed or subject to a motion to stay, and the
     Confirmation Order shall have become a Final Order. The Plan Effective Date
     and the Effective Time (as defined in the Merger Agreement) shall have
     occurred. On the First Funding Date, the Loan Agent and the Initial Lender
     shall have received a certificate of each of the Borrowers and the
     Guarantor, signed by its duly authorized officer, certifying to the effect
     of the


                                       45

<PAGE>

     preceding sentence and clause (ii) of the second preceding sentence. All
     claims arising under or with respect to the A321 Airbus Financings and all
     claims arising under or with respect to the Pass-Through Trust
     Certificates, Series 2001-1 transactions shall have been allowed under the
     Plan and shall be unimpaired and reinstated thereunder, in form and
     substance reasonably acceptable to the Loan Agent.

               (q) Concerning the Collateral.

                    (i) On each Funding Date, Collateral Agent shall have
     received (or shall hold from prior closings) a broker's report and current
     insurance certificate confirming the insurance coverages on the Collateral
     which are required by the terms of the Collateral Documents.

                    (ii) On the first Funding Date, Borrower shall have obtained
     from each Person with any interest in the real property and/or the
     improvements thereon at each Designated Location (whether as fee owner,
     landlord, tenant, ground lessor, mortgagee, leasehold mortgagee,
     beneficiary of deed of trust, beneficiary of leasehold deed of trust or
     otherwise), a waiver of any and all right or interest that such Person may
     otherwise have in the Pledged Spare Parts and such Person's consent, if
     applicable, to access by the Collateral Agent, and/or any Lender or any
     representative of any of them to the premises in connection with the
     exercise of any rights or remedies under or pursuant to the Spare Parts
     Mortgage and Security Agreement (in each case, in form and substance
     satisfactory to the Collateral Agent).

               (r) Concerning the ATSB Loan Agreements. On or before the First
     Funding Date, the warrant for the purchase of 386,925 shares of common
     stock of the Guarantor shall have been delivered to AFS Cayman Limited.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          To induce the Loan Agent and the Lenders to enter into this Agreement,
each of the Obligors jointly and severally represents and warrants to the Loan
Agent and the Lenders, on and as of the Closing Date and on and as of each date
as required by Section 3.1, as provided below in Sections 4.1 through 4.13,
that:

          SECTION 4.1 ORGANIZATION, POWERS, QUALIFICATION; AIR CARRIER LICENSES,
FRANCHISES AND PERMITS.

               (a) Each Obligor is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware. As
     of the Closing Date, each Borrower is Wholly-Owned by the Guarantor. Each
     Obligor has all requisite corporate power and authority (i) to carry on its
     business as now conducted, and (ii) to enter into the Loan Documents to
     which it is a party and to carry out the transactions contemplated hereby
     and thereby.


                                       46

<PAGE>

               (b) Each Obligor is qualified to do business and in good standing
     in every jurisdiction where its assets are located and wherever necessary
     to carry out its business and operations, except in jurisdictions where the
     failure to be so qualified or in good standing could reasonably be expected
     to result in a Material Adverse Effect.

               (c) Each Borrower is an "air carrier" within the meaning of Title
     49 and holds a certificate under Sections 41102 of Title 49.

               (d) Each of the Borrower and any other Obligor engaged in
     operations as an "air carrier" is a "citizen of the United States" within
     the meaning of Section 40102(a)(15) of Title 49, as interpreted by the
     United States Department of Transportation (a "United States Citizen") and
     holds an air carrier operating certificate issued pursuant to Chapter 447
     of Title 49 for aircraft capable of carrying 10 or more individuals or
     6,000 pounds or more of cargo. Each Obligor possesses all necessary
     certificates, franchises, licenses, permits, rights and concessions and
     consents which are material to the conduct of its business and operations
     as currently conducted (including in the case of each Obligor engaged in
     operations as an "air carrier", the operation of the routes flown by it), a
     true and complete list of which are set forth on Schedule 4.1(b) to the
     ATSB Loan Agreements.

               (e) The Borrowers possess all necessary franchises, licenses, and
     permits necessary to authorize the Borrowers to lawfully engage in air
     transportation and to carry on scheduled commercial passenger service as
     currently conducted, except where the failure to so hold any such
     franchise, license, or permit could not reasonably be expected to have a
     Material Adverse Effect.

          SECTION 4.2 AUTHORIZATION OF BORROWING, ETC.

               (a) Each Obligor has duly authorized by all necessary corporate
     action the execution, delivery and performance of the Loan Documents to
     which it is a party. The execution, delivery and performance by each
     Obligor of the Loan Documents to which it is a party and the consummation
     of the transactions contemplated by the Loan Documents to which it is a
     party do not and will not (i) (A) violate any provision of any law or any
     governmental rule or regulation or order applicable to or binding on such
     Obligor, (B) violate any provision of the Certificate or Articles of
     Incorporation or Bylaws of such Obligor, (C) conflict with, result in a
     breach of or constitute (with due notice or lapse of time or both) a
     default under any Contractual Obligation of such Obligor or any of its
     Subsidiaries except to the extent of any such violation, conflict, breach,
     default, or imposition of Lien (of which no Obligor has Actual Knowledge)
     which could not reasonably be expected to have a Material Adverse Effect,
     or (D) result in or require the creation or imposition of any Lien on any
     of the Collateral (except as permitted in the applicable Collateral
     Document) or on any other property (except as permitted under Section 5.13
     hereof), or (ii) require any approval of stockholders or any approval or
     consent of any Person under any Contractual Obligation of such Obligor or
     any of its Subsidiaries, except for such approvals or consents which will
     have been obtained on or before the


                                       47

<PAGE>

     Closing Date, except for any such approval or consent under a Contractual
     Obligation and the failure to obtain which could not reasonably be expected
     to result in a Material Adverse Effect.

               (b) The execution, delivery and performance by each Obligor of
     the Loan Documents to which it is a party and the consummation of the
     transactions contemplated by the Loan Documents to which it is a party and
     the use of the proceeds of the Loans do not and will not require any
     registration with, consent or approval of, or notice to, or other action
     to, with or by, any federal, state or other Governmental Authority or
     regulatory body or any other Person which is required to be obtained or
     made on or prior to the Closing Date and which has not previously been
     obtained or made.

               (c) Each Obligor has duly executed and delivered each of the Loan
     Documents to which it is party and each such Loan Document is the legally
     valid and binding obligation of such Obligor, enforceable against such
     Obligor in accordance with its respective terms, except as may be limited
     by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
     or other similar laws relating to or affecting the enforcement of
     creditors' rights generally, including materiality, reasonableness, good
     faith and fair dealing, and by general principles of equity (regardless of
     whether considered in a proceeding in equity or at law).

               (d) No part of the proceeds of the Loans will be used, directly
     or indirectly, for any purpose that entails a violation of Regulations U or
     X of the Federal Reserve Board.

          SECTION 4.3 FINANCIAL CONDITION. Each Obligor has heretofore delivered
to the Lenders the following financial statements and information:

               (a) The unaudited pro forma consolidated balance sheet of the
     Guarantor and its consolidated Subsidiaries for the Fiscal Years 2005
     through 2008 (including the notes thereto) (the "Pro Forma Balance Sheet"),
     which has been prepared giving effect (as if such events had occurred on
     such date) to (i) the occurrence of the Effective Time (as defined in the
     Merger Agreement), (ii) the Loans to be made on the Closing Date and the
     use of proceeds thereof and (iii) the payment of fees and expenses in
     connection with the foregoing. The Pro Forma Balance Sheet was prepared in
     good faith based upon assumptions believed to be reasonable at the time
     made, assuming that the events specified in the preceding sentence had
     actually occurred at such date.

               (b) (i) The audited consolidated balance sheets of US Airways and
     Guarantor as at December 31, 2004 and the related consolidated statements
     of income, stockholders' equity and cash flows of US Airways and Guarantor
     for the Fiscal Year then ended, (ii) the unaudited consolidated balance
     sheets of US Airways and Guarantor as at June 30, 2005 and the related
     unaudited consolidated statements of income, stockholders' equity and cash
     flows of US Airways and Guarantor for the six months then ended, and (iii)
     audited consolidated


                                       48

<PAGE>

     balance sheets of AWA Holdings and America West as at December 31, 2004,
     and the related consolidated statements of income, stockholders' equity and
     cash flows of AWA Holdings and America West for the Fiscal Year then ended,
     and (iv) the unaudited consolidated balance sheets of AWA Holdings and
     America West as at June 30, 2005 and the related unaudited consolidated
     statements of income, stockholders' equity and cash flows of AWA Holdings
     and America West for the six months then ended. All such consolidated
     statements were prepared in conformity with GAAP and fairly present the
     consolidated financial position of the applicable Obligor as at the
     respective dates thereof and the consolidated results of operations and
     cash flows of such Obligor for each of the periods then ended subject, in
     the case of the unaudited consolidated statements, to year-end audit and
     adjustments. Except as disclosed in writing to the Loan Agent prior to the
     date of this Agreement, neither Obligor has any contingent liability or
     liability for taxes, long-term lease or unusual forward or long-term
     commitment (A) that is not reflected in the foregoing consolidated
     financial statements (or, in the case of the Borrowers, in the most
     recently delivered consolidated financial statements delivered pursuant to
     Section 5.1) or the notes thereto and (B) which in any such case would
     result in a Material Adverse Effect.

               (c) After giving effect to the Consummation of the Plan, (i) the
     Obligors taken as a whole are or were Solvent on the First Funding Date
     after giving effect to the Borrowings on such date, and (ii) no Obligor has
     any material liability, including reasonably likely contingent liability or
     liability for taxes, long-term lease or any unusual forward or long-term
     commitment of a type required to be reflected in financial statements
     prepared in conformity with GAAP, that is not taken into account in the
     preparation of the annual report on Form 10-K for the fiscal year ended
     December 31, 2004 of such Reporting Obligor.

          SECTION 4.4 NO MATERIAL ADVERSE EFFECT. Since the Effective Date there
has not been a Material Adverse Change.

          SECTION 4.5 TITLE TO PROPERTIES; LIENS. Each Obligor and its
Subsidiaries have (i) good, sufficient and legal title to (in the case of fee
interests in real property), (ii) valid leasehold interests in (in the case of
leasehold interests in real or personal property), or (iii) good title to (in
the case of all other personal property), all of the properties and assets
reflected in the financial statements referred to in Section 4.3 or, in the most
recent financial statements delivered pursuant to Section 5.1, in each case
except for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under Section 6.5. Except
as otherwise permitted by this Agreement, all such properties and assets are
free and clear of Liens.

          SECTION 4.6 LITIGATION; ADVERSE FACTS. Except as set forth in either
Borrowers' or Guarantors Annual Reports on Form 10-K for 2004, as amended
through the Closing Date, or in any Quarterly Report on Form 10-Q or Current
Report on Form 8-K filed by such Borrower or Guarantor with the SEC subsequent
to such Form 10-K (in each case, as amended through the Closing Date) and except
as disclosed in other publicly available filings of either of the Borrowers or
the Guarantor with the SEC


                                       49

<PAGE>

or as disclosed in any publicly available filing with the Bankruptcy Court in
the Cases, there are no actions, suits, proceedings, arbitrations or
governmental investigations (whether or not purportedly on behalf of any Obligor
or any of its Subsidiaries) at law or in equity or before or by any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, pending or, to the knowledge of
the Obligors, threatened against any Obligor or any of its Subsidiaries or any
property of any Obligor or any of its Subsidiaries that, if adversely
determined, would have a Material Adverse Effect or seeks to restrain or enjoin
any Obligor from entering into or performing under any Loan Document.

          SECTION 4.7 TAX RETURNS. Each Obligor and each of their respective
Subsidiaries have timely filed all Federal income tax returns and all other
material tax returns that are required to be filed by them (or extensions have
been obtained with respect thereto) and have paid all material Taxes shown to be
due pursuant to such returns or pursuant to any assessment received by such
Person, other than (i) any such assessment being contested in good faith through
appropriate proceedings and with respect to which an adequate reserve has been
established by the Obligors or their Subsidiaries to the extent required by GAAP
and (ii) that the Debtors' obligations to pay taxes that relate to a tax period
(or portion thereof) ending on or before the commencement of the Cases and which
first became due and payable after the time of the commencement of the Cases,
have been stayed or enjoined pursuant to the Plan of Reorganization, the
Confirmation Order or the Bankruptcy Code, it being understood that the
exception in clause (ii) above does not affect the Debtors' representation that
they have made adequate provision for such Taxes.

          SECTION 4.8 NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of
Default has occurred and is continuing.

          SECTION 4.9 GOVERNMENTAL REGULATION. None of the Obligors is (i) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940, or (ii) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

          SECTION 4.10 EMPLOYEE BENEFIT PLANS. Within the last 6 years, each
Plan maintained, contributed to, or required to be contributed to by the
Borrowers or an ERISA Affiliate is in compliance with all applicable laws,
except to the extent failure to so comply could not be reasonably expected,
individually or in the aggregate, to have a Material Adverse Effect. Neither the
Borrowers nor any ERISA Affiliate have incurred any liability under Title IV of
ERISA within the last 6 years which remains unsatisfied nor, to the best of
their knowledge, do the Borrowers reasonably expect to incur any liability under
Title IV of ERISA, which in either event, could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.

          SECTION 4.11 COMPLIANCE WITH LAWS. Each Obligor and each of its
Subsidiaries is in compliance with all laws, statutes, rules, regulations and
orders binding on or applicable to such Obligor, its Subsidiaries and all of
their respective properties,


                                       50

<PAGE>

except to the extent failure to so comply could not reasonably be expected to
have a Material Adverse Effect.

          SECTION 4.12 SECURITY DOCUMENTS. Each of the Borrowers has good title
to the Collateral free and clear of Liens other than Liens permitted by Section
5.13 and not prohibited by the applicable Collateral Document. No Person holds
any right or interest in any of the Pledged Spare Parts under the Spare Parts
Security Agreement by virtue of any interest that such person may have in real
property or improvements at any of the Designated Locations (as defined
therein). The Collateral Documents are effective to create in favor of the
Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable
security interest in the Collateral described therein and proceeds thereof. When
appropriate financing statements, filings and recordings with the FAA, and other
filings and recordings specified on Schedule 4.12, in appropriate form are filed
in the offices specified on Schedule 4.12, the Collateral Documents shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Borrowers in such Collateral and the proceeds thereof, as
security for the Obligations and the Cross-Default Obligations, in each case
prior and superior in right to any other Person (except Liens permitted by
Section 5.13 and not prohibited by the applicable Collateral Document, none of
which are of record except for the Liens of the Senior Mortgages).

          SECTION 4.13 CONCERNING THE COLLATERAL.

               (a) Section 1110. The Collateral Agent is entitled to the
     benefits of Section 1110 of the Bankruptcy Code with respect to the
     Specified Engines as provided in the Engine Mortgage and Security Agreement
     and to not less than the Minimum 1110 Percentage (determined on the basis
     of Appraisal Value as of the Closing Date) of the Rotables included within
     the Pledged Spare Parts as provided in the Spare Parts Security Agreement
     in the event of a case under Chapter 11 of the Bankruptcy Code in which a
     Borrower is a debtor. Defined terms in this paragraph not otherwise defined
     herein shall have the respective meanings specified in the Spare Parts
     Security Agreement.

               (b) Condition. All Pledged Spare Parts are in the condition and
     state of repair required under the FAA-approved maintenance program of the
     applicable Borrower relating to such Pledged Spare Parts, and no
     appliances, parts, interests, appurtenances, accessories or other equipment
     of whatever nature which are incorporated or installed in or attached to
     such Pledged Spare Parts are leased by the Borrower. Each Pledged Engine is
     in the condition and state of repair required under the FAA-approved
     maintenance program of Borrower relating to such Engine, and no appliances,
     parts, interests, appurtenances, accessories or other equipment of whatever
     nature which are incorporated or installed in or attached to any Pledged
     Engine are leased by the Borrower.

               (c) Location, Identification and Release of Pledged Spare Parts.
     All of the Pledged Spare Parts are or will (upon becoming subject to the
     Lien of the Mortgage) be maintained by or on behalf of the Borrower at the
     Designated


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<PAGE>

     Locations, subject to Section 3.02 of the Spare Parts Mortgage and Security
     Agreement.

               (d) Software. (i) Each Borrower owns the Software currently used
     by such Borrower to track the location, use and maintenance status of its
     spare parts, including the source code and user interfaces associated
     therewith, free and clear of any Liens other than Liens permitted under the
     Spare Parts Security Agreement, (ii) such Borrower pays no license fees in
     respect of such Software to any Person, (iii) no approval or consent by any
     Person is required in respect of such Borrower's right to use such Software
     or in order to recognize or give effect to the rights granted in the Spare
     Parts Mortgage and Security Agreement by the Borrower to the Collateral
     Agent in respect of such Software in the Spare Parts Mortgage and Security
     Agreement, and (iv) no Person has any contractual right, whether contingent
     or otherwise, to terminate such Borrower's right to use such Software.

               (e) Records. America West shall maintain its records with respect
     to Pledged Spare Parts at Sky Harbor Airport in Phoenix, Arizona, or at an
     applicable Designated Location.

               (f) Spare Parts. It is the intention of the parties to this
     Agreement that all Pledged Spare Parts be "spare parts" as defined in
     Section 40102(a)(38) of Title 49 of the United States Code. Each Borrower
     represents that it maintains the Pledged Spare Parts for the purpose of
     installing the Spare Parts on aircraft, aircraft engines or appliances as
     defined in Sections 40102(a)(6), (7) and (11) of the United States Code.

               (g) No Event of Loss. To the Borrowers' knowledge, on the First
     Funding Date, no Event of Loss has occurred with respect to any Pledged
     Engine, or A321 Aircraft subject to an A321 Airbus Financing, and no
     circumstance, condition, act or event has then occurred that, with the
     giving of notice or lapse of time or both gives rise to or constitutes an
     Event of Loss with respect to any Pledged Engine, unless arrangements
     satisfactory to the Loan Agent have been made for the Loan Agent to
     receive, out of Net Insurance Proceeds or otherwise, the prepayment
     envisioned under Section 3.04(a) of the Engine Mortgage and Security
     Agreement for Pledged Engines which have suffered an Event of Loss. On each
     subsequent Funding Date, No Event of Loss has occurred with respect to any
     Pledged Engine, or A321 Aircraft subject to an A321 Airbus Financing, with
     respect to which any Obligor or any of its Subsidiaries has not complied in
     all material respects with its applicable obligations under the Collateral
     Documents and the documents related to the A321 Airbus Financings; and no
     circumstance, condition, act or event has occurred that, with the giving of
     notice or lapse of time or both gives rise to or constitutes an Event of
     Loss with respect to any Pledged Engine, of which the Loan Agent has not
     been notified by the Borrowers.

               (h) Outstanding Amount. The outstanding principal amount of
     Indebtedness secured by the Senior Mortgages is $110,563,891 ($75,563,891
     for the Senior Spare Parts Mortgage and $35,000,000 for the Senior Engine
     Mortgage).


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<PAGE>

          SECTION 4.14 REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL AGENT.
The Collateral Agent represents and warrants to the other parties hereto, in its
individual capacity, on and as of the Closing Date and on each date as required
by Section 3.1, that:

               (a) Powers and Authorizations. It is a national banking
     association duly organized and validly existing in good standing under the
     laws of the United States and has full power and authority, in its
     individual capacity, to execute and deliver this Agreement and the
     Collateral Documents to which it is a party and (assuming the due
     authorization, execution and delivery of this Agreement by the other
     parties hereto) perform its obligations thereunder. The execution, delivery
     and performance by the Collateral Agent of the Loan Documents to which it
     is or will be a party have been duly authorized by all necessary action on
     its part and do not contravene the Charter or By-laws of the Collateral
     Agent; and the Loan Documents to which the Collateral Agent is or will be a
     party have been duly authorized, executed and delivered by the Collateral
     Agent and constitute the legal, valid and binding obligations, enforceable
     against it in accordance with its terms. This Agreement and the other Loan
     Documents to which the Collateral Agent is or will be a party, upon the due
     execution and delivery hereof, will constitute the legal, valid and binding
     obligations of the Collateral Agent in its individual capacity, and the
     performance by the Collateral Agent (in its individual or trust capacity,
     as the case may be) of any of its obligations hereunder and thereunder does
     not contravene any federal law or regulation or contractual restriction
     binding on or governing the banking or trust powers of the Collateral Agent
     (in its individual or trust capacity, as the case may be);

               (b) Litigation. There are no pending (or, to the Collateral
     Agent's knowledge, threatened) actions, suits, investigations or
     proceedings against or affecting it before any court, arbitrator, or
     administrative or governmental body which, individually or in the
     aggregate, if decided adversely to the interests of the Collateral Agent
     would materially and adversely affect the ability of the Collateral Agent,
     either in its individual capacity or as Collateral Agent, as the case may
     be, to perform its obligations under this Agreement or any other Loan
     Document or which questions or would affect the legality or validity of
     this Agreement or such Loan Document;

               (c) No Legal Bar. Neither the execution and delivery by the
     Collateral Agent of this Agreement or any other Loan Document nor the
     consummation by the Collateral Agent of any of the transactions
     contemplated hereby or thereby requires or will require the consent or
     approval of or the giving of notice to, the registration with, or the
     taking of any other action in respect of, any federal governmental
     authority or agency governing its banking or trust powers.


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<PAGE>

                                    ARTICLE V

                                    COVENANTS

          To induce the other parties to enter into this Agreement, each of the
Obligors jointly and severally agrees with the Loan Agent and each Lender that,
as long as any of the Obligations remain outstanding:

          SECTION 5.1 FINANCIAL STATEMENTS AND OTHER INFORMATION. The Obligors
will maintain, and cause each of their respective Subsidiaries to maintain, a
system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP. The Obligors will deliver to the Loan Agent:

               (a) Financial Statements.

                    (i) Quarterly Financials: within 60 days after the end of
     each fiscal quarter of each Fiscal Year (other than the last quarter of
     each Fiscal Year), (a) the unaudited consolidated balance sheets of each of
     the Obligors as at the end of such fiscal quarter and the related
     consolidated statements of income and stockholders' equity of each such
     company for such fiscal quarter and consolidated cash flows of each such
     company for the period from the beginning of then current Fiscal Year to
     the end of such fiscal quarter, all such financial statements to be in the
     form prepared for the management of the Borrowers and certified by the
     chief financial officer, controller or treasurer of such company being
     fairly stated in all material respects (subject to normal year-end audit
     adjustments); provided that delivery of such company's Form 10-Q for such
     fiscal quarter shall be deemed to satisfy all of the requirements of this
     Section 5.1(a)(i) and in lieu of actual delivery of such Form 10-Q, the
     Borrowers may notify the Loan Agent that such report has been filed with
     the SEC and that such report is publicly available; and

                    (ii) Year-End Financials: within 105 days after the end of
     each Fiscal Year, (a) the consolidated balance sheets of each of the
     Obligors at the end of such Fiscal Year and the related consolidated
     statements of income, stockholders' equity and cash flows of such company
     for such Fiscal Year, setting forth in each case in comparative form the
     corresponding figures for the previous Fiscal Year, all in reasonable
     detail, and (b) an accountant's report thereon of KPMG LLP or other
     independent certified public accountants of recognized national standing
     selected by such company, which report shall state that such consolidated
     financial statements fairly present the consolidated financial position of
     such company as at the dates indicated and the results of their operations
     and their cash flows for the periods indicated in conformity with GAAP
     applied on a basis consistent with prior years and that the examination by
     such accountants in connection with such consolidated financial statements
     has


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<PAGE>

     been made in accordance with generally accepted auditing standards;
     provided that delivery of such company's Form 10-K for such Fiscal Year
     shall be deemed to satisfy all of the requirements of this Section
     5.1(a)(ii) and in lieu of actual delivery of such Form 10-K, the Borrowers
     may notify the Loan Agent that such report has been filed with the SEC and
     that such report is publicly available.

               (b) Officer's Certificate: together with each delivery of
financial statements of the Obligors pursuant to Section 5.1(a) (or SEC reports
in lieu thereof), an Officer's Certificate of each of the Obligors stating
whether the signer has Actual Knowledge of the existence as at the date of such
Officer's Certificate of any Event of Default or Default, and, if so, specifying
the nature and period of existence thereof and what action the Obligors have
taken, are taking and proposes to take with respect thereto; and

               (c) Certain Notices. The Obligors will:

                    (i) promptly notify the Loan Agent, the Collateral Agent and
     each Lender, upon a Responsible Officer of any Obligor obtaining Actual
     Knowledge of the occurrence of an event of loss or damage to any equipment
     owned or operated by either Borrower that is reasonably expected to result
     in receipt of insurance proceeds to be received by a Borrower which are
     expected to result in a prepayment under Section 2.6;

                    (ii) prior to either Borrower consummating any Asset Sale
     expected to result in a prepayment under Section 2.6; and

                    (iii) promptly notify the Loan Agent of any proposed
     amendment, waiver or consent with respect to an ATSB Loan Agreement or the
     GECC spare parts financing facility of either Borrower, with details of any
     such amendment, waiver or consent.

               (d) Plan Audits and Liabilities: promptly after (A) an Obligor or
any ERISA Affiliate contacts the IRS or the PBGC for the purpose of
participating in a closing agreement or any voluntary resolution program with
respect to a Plan or Multiemployer Plan which could reasonably be expected to
have a Material Adverse Effect, or (B) a Responsible Officer knows or has reason
to know that any event with respect to any Plan or Multiemployer Plan occurred
that could reasonably be expected to have a Material Adverse Effect, notice of
such contact or the occurrence of such event;

               (e) Funding Changes and New Plan Benefits: promptly after the
change, a notification of any increases in the benefits, or change in funding
method, with respect to which an Obligor may have any liability, under any Plan
or Multiemployer Plan or the establishment of any material new Plan or
Multiemployer Plan with respect to which an Obligor may have any liability or
the commencement of contributions to any Plan or Multiemployer Plan to which an
Obligor or any ERISA Affiliate was not


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<PAGE>

previously contributing, except to the extent that such an event could not
reasonably be expected to have a Material Adverse Effect;

               (f) Claims and Proceedings: promptly after receipt of written
notice of commencement thereof, notification of all (A) claims made by
participants or beneficiaries with respect to any Plan and (B) actions, suits
and proceedings before any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, affecting an Obligor or
any ERISA Affiliate with respect to any Plan, except those which, in the
aggregate, if adversely determined, could not reasonably be expected to have a
Material Adverse Effect;

               (g) ERISA Event: promptly after the occurrence of any ERISA Event
(A) that could reasonably be expected to have a Material Adverse Effect or (B)
that relates to the occurrence or existence of an event or condition that could
reasonably be expected to have a Material Adverse Effect, notice of such ERISA
Event; and

               (h) Other Information: promptly following request therefor, such
other nonconfidential information regarding the Collateral or the operations,
business affairs, and financial condition of any Obligor, or compliance with the
terms of the Loan Documents, as the Loan Agent or any Lender shall reasonably
request.

          SECTION 5.2 CORPORATE EXISTENCE. Except as permitted under Section
5.8, each of the Obligors will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the
corporate, partnership or other existence of each Subsidiary of each Obligor and
the material rights (charter and statutory) and franchises of any of them;
provided, that, subject to Section 5.14, neither the Guarantor nor either
Borrower shall be required to preserve any such corporate, partnership or other
existence of any Subsidiary or any such right or franchise, if the chief
executive officer or the board of directors of the Guarantor shall determine in
the exercise of its business judgment that the preservation thereof is no longer
desirable in the conduct of the business of the Obligors and their respective
Subsidiaries taken as a whole.

          SECTION 5.3 PAYMENT OF TAXES. The Guarantor and the Borrowers will,
and will cause its Subsidiaries to, pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Guarantor, either Borrower or
any Subsidiary or upon the income profits or property of the Guarantor, either
Borrower or any Subsidiary; provided, however, that the Guarantor and each
Borrower shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment or governmental charge the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings and with respect to which an adequate reserve has been
established by the Guarantor or the Borrowers to the extent required by GAAP.

          SECTION 5.4 MAINTENANCE OF PROPERTIES; INSURANCE. The Guarantor and
the Borrowers will, and will cause each of its Subsidiaries to, maintain all
properties used or useful in the conduct of its business in good condition,
repair and


                                       56

<PAGE>

working order and supply such properties with all necessary equipment and make
all necessary repairs, renewals, replacements, betterments and improvements
thereto, all as in the judgment of the Guarantor and the Borrowers may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Guarantor, either Borrower or any
Subsidiary from discontinuing the operation and maintenance of any such
properties if such discontinuance is, in the good faith judgment of the
Guarantor, the Borrowers or such Subsidiary, as the case may be, desirable in
the conduct of its respective business and shall not impair the ability of the
Guarantor or either Borrower to perform their payment or other material
obligations under the Loan Documents. The Guarantor and each Borrower will
insure and keep insured, and will cause each of its Subsidiaries to insure and
keep insured, with reputable insurance companies, such of their respective
properties, to such an extent and against such risks, and will maintain
liability insurance, to the extent (i) that property of a similar character is
usually so insured by companies engaged in a similar business and owning similar
properties in accordance with good business practice and (ii) with respect to
the Collateral or Cross Collateral, required by any of the Collateral Documents
or those relevant to a Cross-Default Obligation, respectively.

          SECTION 5.5 INSPECTION. The Guarantor and each Borrower will, and will
cause its Subsidiaries to, permit any authorized representatives designated by
the Loan Agent to discuss its and their affairs, finances and accounts with its
and their officers upon reasonable notice and at such reasonable times during
normal business hours and as often as may be reasonably requested; provided that
such access to officers shall not be disruptive to the Guarantor or either
Borrower's business, as reasonably determined by the Guarantor and the
Borrowers.

          SECTION 5.6 COMPLIANCE WITH LAWS, ETC. Each Obligor will, and will
cause each of its Subsidiaries to, comply with all applicable statutes, rules,
regulations, orders and restrictions of the United States of America, all states
and municipalities thereof, and of any governmental department, commission,
board, regulatory authority, bureau, agency and instrumentality of the
foregoing, in respect of the conduct of their respective businesses and the
ownership of their respective properties, except such as are being contested in
good faith by appropriate proceedings and except for such noncompliance as could
not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.7 FURTHER ASSURANCES. At any time or from time to time
following the request of the Loan Agent, the Obligors will, at their expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as the Loan Agent may reasonably request in order to
effect fully the purposes of the Loan Documents. From the date on which the Cape
Town Convention becomes effective, each of the Obligors, at no cost to the
Lenders, shall enter into such documentation, as reasonably requested by the
Loan Agent and is necessary (i) to establish "international interest(s)" under
the Cape Town Convention, (ii) to enhance the enforceability of the agreements
of the parties established under the Loan Documents under the Cape Town
Convention and shall take, any and all steps as reasonably


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<PAGE>

requested by the Loan Agent and necessary to register such interest(s) in the
International Registry relating thereto.

          SECTION 5.8 EMPLOYEE BENEFIT PLANS. Each Obligor will ensure that the
Plans and Multiemployer Plans with respect to which the Obligors may have any
liability are operated in compliance with all applicable laws, except to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

          SECTION 5.9 FAA MATTERS; CITIZENSHIP. Each Borrower will at all times
hereunder be an "air carrier" within the meaning of Title 49 and hold a
certificate under 49 U.S.C. Section 41102(a)(1) as currently in effect or as
amended or recodified from time to time. Each Borrower will at all times
hereunder hold an air carrier operating certificate issued pursuant to Chapter
447 of Title 49 for aircraft capable of carrying 10 or more individuals or 6,000
pounds or more of cargo.

          SECTION 5.10 DELIVERY OF POST-RECORDING FAA OPINION. Promptly upon the
recording of the Spare Parts Mortgage and Security Agreement and the Engine
Security Agreement with the FAA, the Borrowers will cause Daugherty, Fowler,
Peregrin & Haught, FAA counsel in Oklahoma City, Oklahoma, to deliver to the
Loan Agent and the Borrowers a favorable opinion addressed to each of them as to
such recordation and the lack of filing of any intervening documents creating a
Lien with respect to the Collateral.

          SECTION 5.11 SOFTWARE. Each Borrower will maintain a spare parts
inventory tracking system at all times prior to payment in full of the
Obligations.

          SECTION 5.12 COMPLIANCE WITH MORTGAGE. The Borrowers will comply with
the terms and provisions of the Collateral Documents.

          SECTION 5.13 PROHIBITION ON LIENS. Neither Borrower shall, nor shall
it permit any of its Subsidiaries (other than Airways Assurance Limited LLC or
FTCHP LLC) to, directly or indirectly create, incur, assume or permit to exist
any Lien on or with respect to any property or asset of any kind (including any
document or instrument in respect of goods or accounts receivable) of any
Borrower or any of its Subsidiaries (other than Airways Assurance Limited LLC or
FTCHP LLC), whether now owned or hereafter acquired, or any income or profits
therefrom, or file or consent to the filing of any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC of any state or under any similar recording or notice
statute, except:

               (a) Permitted Encumbrances;

               (b) (A) Liens existing on the Closing Date on Aircraft Related
     Equipment securing Indebtedness used to acquire such Aircraft Related
     Equipment, (B) Liens on Aircraft Related Equipment acquired after the
     Effective Date created or incurred in connection with the financing of such
     Aircraft Related Equipment, (C) Liens on Aircraft Related Equipment and
     related property created or incurred in connection with debt financings of
     such Aircraft Related Equipment, as


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<PAGE>

     contemplated under the A350/A330 Financing Letter Agreement (or any
     financing pursuant thereto), the Senior Mortgages, the GE 2001 Credit
     Agreement (as defined in the ATSB Loan Agreements), and the GECC RJ
     Agreement (as defined in the ATSB Loan Agreements), (D) leases and/or
     subleases of Aircraft Related Equipment to any Obligor or any Subsidiary of
     an Obligor or any US Airways Express affiliate that is not an Obligor (or a
     Subsidiary of an Obligor) and operates such Aircraft Related Equipment for
     an Obligor or a Subsidiary of an Obligor pursuant to a services agreement
     with such Obligor or Subsidiary, which lease or sublease is entered into in
     connection with the debt financing or leasing of such Aircraft Related
     Equipment, as applicable, and the assignment of any such lease or sublease
     and the proceeds thereof, in the case of a lease, to any Person owed
     Indebtedness used to acquire such Aircraft Related Equipment or, in the
     case of a sublease, to any Person leasing such Aircraft Related Equipment
     to such Obligor or Subsidiary, (E) Liens on Aircraft Related Equipment
     securing Permitted Refinancing Indebtedness in respect of Indebtedness
     previously secured by such Aircraft Related Equipment in accordance with
     subclause (A) or (B) above, including in each case, Liens securing special
     facility revenue bonds that finance Aircraft Related Facilities, (F) Liens
     incurred or deposits made in the ordinary course of business to secure the
     performance of contracts for the purchase of aircraft, (G) Liens in
     existence on the Closing Date (1) on aircraft and engines (other than
     Pledged Engines) and (2) securing special facility revenue bonds, and (H)
     Liens on an Obligor's interest as lessee or sublessor in respect of any
     Aircraft Related Equipment or interests related thereto (including without
     limitation subleases, refunds or rebates, security deposits, supplemental
     rent, reserves, or return condition adjustment payments);

               (c) other Liens on assets acquired after the Closing Date
     securing or relating to Indebtedness and other liabilities and obligations
     in each case not otherwise prohibited under this Agreement in an aggregate
     amount not to exceed $5,000,000 at any time outstanding;

               (d) Liens described in Schedule 5.13, except to the extent such
     Liens cover any of the Collateral;

               (e) judgment and attachment Liens not giving rise to an Event of
     Default;

               (f) Liens on the assets of any entity or on any asset existing at
     the time such entity or asset is acquired by an Obligor or a Subsidiary of
     an Obligor, whether by merger, consolidation, purchase of assets or
     otherwise; provided that such Liens (A) are not created, incurred or
     assumed by such entity in contemplation of or in connection with the
     financing of such entity's being acquired by an Obligor or a Subsidiary of
     an Obligor, (B) were created to secure the financing of Aircraft Related
     Equipment or other specific assets, (C) do not extend to any other assets
     of any Obligor or Subsidiary of an Obligor other than the assets acquired
     with such financing and (D) the Indebtedness secured by such Lien is
     permitted pursuant to this Agreement;


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<PAGE>

               (g) leases or subleases of real or personal property granted by
     any Obligor or Subsidiary of an Obligor to other Persons not interfering in
     any material respect with the ordinary conduct of the business of the
     Obligors or their Subsidiaries, taken as a whole;

               (h) Liens on cash and Cash Equivalents securing (A) reimbursement
     obligations in respect of letters of credit issued for the account of any
     Obligor or Subsidiary of an Obligor in the ordinary course of business and
     consistent with past practice, so long as the aggregate amount of such cash
     and Cash Equivalents does not exceed 115% of the maximum available amount
     under the secured letters of credit, and (B) reimbursement or other margin
     requirements in connection with, in the case of Liens contemplated in this
     clause (B), (1) transactions designed to hedge against fluctuations in fuel
     costs, entered into in the ordinary course of business, consistent with
     past business practice or then current industry practice, and not entered
     into for speculative purposes, (2) transactions designed to hedge interest
     rates entered into with respect to notional amounts not to exceed actual or
     anticipated Indebtedness and not entered into for speculative purposes and
     (3) transactions designed to hedge against risks associated with
     fluctuations in currencies entered into in the ordinary course of business,
     and (C) prepaid fuel and healthcare expenses in the ordinary course of
     business and consistent with past practice;

               (i) Liens securing the obligations of the Obligors with respect
     to or relating to the Indebtedness as provided for in the ATSB Loan
     Agreements;

               (j) Liens on assets pledged in connection with a Replacement
     Secured Financing permitted under the ATSB Loan Agreements;

               (k) Liens on assets pledged to secure a Permitted Acquisition
     Financing; provided that the Liens attach only to assets acquired in
     connection with the acquisition financed by such Permitted Acquisition
     Financing;

               (l) any renewal or substitution of any Lien for any of the
     preceding clauses (b), (d) or (f); provided that any such Liens are not
     extended to additional assets; and

               (m) any renewal or substitution or (in the case of Clause (i))
     amendment of any Lien for any of the preceding clauses (b), (d), (f), (h),
     (i), (j) or (k), provided that (i) the Indebtedness secured is not
     increased beyond the outstanding amount of such Indebtedness on the Closing
     Date, if such Indebtedness was outstanding on the Closing Date and (ii) any
     such Lien securing any such Indebtedness outstanding on the Closing Date
     are not extended to assets in addition to those subject to such Lien on the
     Closing Date, or required on the Closing Date under the security agreement
     for such Lien to be subject thereto thereafter, to such Lien;

provided that the Obligors will not create, incur, assume or permit to exist any
Lien permitted under any of clauses (b) through (e) above on any property of an
Obligor


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already constituting Collateral, other than pursuant to the Senior Mortgages and
the Aircraft Mortgages.

          SECTION 5.14 MERGER OR CONSOLIDATION. No Obligor shall consolidate
with or into or merge with or into, or enter into another form of corporate
combination with or into, any Person, or, in one or a series of transactions,
convey, lease or transfer all or substantially all its properties and assets to
any Person, unless: (i) either (A) such Obligor, or, if the transaction involves
more than one Obligor, an Obligor, is the surviving entity, or (B) an Obligor is
not the surviving entity and such surviving entity or the Person that acquires
by conveyance, lease or transfer all or substantially all the properties and
assets of an Obligor, shall be a corporation organized and existing under the
laws of the United States of America or any State or the District of Columbia,
and shall expressly assume, by an agreement executed and delivered to the Loan
Agent, in form and substance reasonably satisfactory to the Loan Agent, all of
such Obligor's obligations under the Loan Documents; (ii) immediately before and
after giving effect to such transaction, no Event of Default or Default shall
have occurred and be continuing; and (iii) the Obligors have delivered to the
Loan Agent an Officer's Certificate and an opinion of counsel from counsel
satisfactory to the Loan Agent, in form and substance satisfactory to the Loan
Agent, stating that such transaction and such agreement comply with this Section
and that all conditions precedent herein provided for relating to such
transaction have been complied with and addressing such other matters as may be
reasonably requested by the Loan Agent; provided, however, that no such
transaction or merger, consolidation, corporate combination, conveyance, lease
or transfer shall involve a manufacturer of aircraft or airframes, or an
Affiliate thereof, other than Airbus.

          SECTION 5.15 CERTAIN APPROVALS UNDER THE ATSB LOAN AGREEMENT. Neither
Borrower will give its approval or consent to a sale of any right, obligation or
interest under an ATSB Loan Agreement, or any note or loan document referred to
therein (i) pursuant to clause (c) of the last sentence of Section 9.2(a)
thereof, or (ii) involving Tranche B-1.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

          SECTION 6.1 EVENTS OF DEFAULT. Each of the following events shall be
an Event of Default:

               (a) Failure by the Borrowers to pay any installment of principal
     of the Loans when due, or in the case of interest, within five Business
     Days after the date due, whether at stated maturity, by acceleration, by
     mandatory prepayment or otherwise; or (ii) failure by the Borrowers to pay
     any other amount due under this Agreement or any other Loan Document within
     ten Business Days after the


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     receipt by the Borrowers of written notice from the Loan Agent that such
     payment is due or overdue; or

               (b) Any representation or warranty by any Obligor in any Loan
     Document or in any statement or certificate at any time given by either
     Obligor in writing pursuant hereto or thereto or in connection herewith or
     therewith shall be false in any material respect on the date as of which
     made, such false representation or warranty is material at the time in
     question, and, if curable, the same shall remain uncured for a period in
     excess of 30 days (or in the case of any representation or warranty as to
     the existence of a Default, 60 days) after the date of written notice
     thereof from the Loan Agent to the Borrowers; or

               (c) Failure by any Obligor to perform or comply in any material
     respect with any term or condition contained in Sections 2.4(f), 5.2 and
     5.9 of this Agreement; or

               (d) Failure by any Obligor to perform or comply in any material
     respect with any term contained in this Agreement or any of the other Loan
     Documents (other than any such term referred to in any other subsection of
     this Section 6.1), such failure to comply is material at the time in
     question, and such failure to comply shall not have been remedied or waived
     within 30 days after receipt by the Borrowers of notice from the Loan Agent
     of such failure to comply; provided that if such failure to comply is
     capable of being corrected and the Borrowers are diligently proceeding to
     correct such failure, then there shall be no Event of Default under this
     clause (c) unless such failure to comply shall not have been remedied or
     waived within 90 days after receipt by the Borrowers of such notice; or

               (e) (i) With respect to any Cross-Default Obligation identified
     in clause (i) of the definition therein, any of the Obligors shall default
     (after the expiration of any applicable grace period) under or in the
     performance of any material term, provision or condition contained in any
     agreement under which any such Cross-Default Obligation was created or is
     governed; or (ii) with respect to any Cross-Default Obligation identified
     in clause (ii) of the definition thereof, any material "event of default"
     (however described) shall occur and be continuing (after the expiration of
     any applicable grace period), and shall not thereafter have been waived,
     remedied or cured, under any agreement (as amended or modified from time to
     time) under which any such Cross-Default Obligation was created or is
     governed; provided, however, that this Section 6.1(e) shall cease to be of
     any further force and effect if at any time prior to payment in full of the
     Obligations, Airbus or its Affiliates cease to hold at least 51% of the
     outstanding principal amount of the Loans.

               (f) (i) A court shall enter a decree or order for relief in
     respect of any Obligor or any of its Subsidiaries in an involuntary case
     under the Bankruptcy Code or under any other applicable bankruptcy,
     insolvency or similar law now or hereafter in effect; or any other similar
     relief shall be granted under any applicable federal or state law; or (ii)
     an involuntary case shall be commenced against any Obligor or any of its
     Subsidiaries under the Bankruptcy Code or under any other


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     applicable bankruptcy, insolvency or similar law now or hereafter in
     effect; or a decree or order of a court for the appointment of a receiver,
     liquidator, sequestrator, trustee, custodian or other officer having
     similar powers over any Obligor or any of its Subsidiaries, or over all or
     a substantial part of its property, shall have been entered; or there shall
     have occurred the involuntary appointment of an interim receiver, trustee
     or other custodian of any Obligor or any of its Subsidiaries for all or a
     substantial part of its property; or a warrant of attachment, execution or
     similar process shall have been issued against any substantial part of the
     property of any Obligor or any of its Subsidiaries, and any such event
     described in clause (i) above or this clause (ii) shall continue for 90
     days unless dismissed, bonded or discharged; or

               (g) (i) Any Obligor or any of its Subsidiaries shall have an
     order for relief entered with respect to it or commence a voluntary case
     under the Bankruptcy Code or under any other applicable bankruptcy,
     insolvency or similar law now or hereafter in effect, or shall consent to
     the entry of an order for relief in an involuntary case, or to the
     conversion of an involuntary case to a voluntary case, under any such law,
     or shall consent to the appointment of or taking possession by a receiver,
     trustee or other custodian of all or a substantial part of its property; or
     any Obligor or any of its Subsidiaries shall make any assignment for the
     benefit of creditors; or (ii) any Obligor or any of its Subsidiaries shall
     be unable, or shall fail generally, or shall admit in writing its
     inability, to pay its debts as such debts become due; or the board of
     directors of any Obligor or any of its Subsidiaries (or any committee
     thereof) shall adopt any resolution or otherwise authorize any action to
     approve any of the actions referred to in clause (i) above or this clause
     (ii); or

               (h) Any order, judgment or decree shall be entered against any
     Obligor decreeing the dissolution or split up of such Obligor and such
     order shall remain undischarged or unstayed for a period in excess of 60
     days; or

               (i) Any of the Collateral Documents shall cease, for any reason,
     other than discharge of the Lien thereof in accordance with its terms, to
     be in full force and effect, or any Borrower or any Affiliate of any
     Borrower shall so assert, or any Lien created by any of the Collateral
     Documents shall cease, for any reason other than discharge of the Lien
     thereof in accordance with its terms, to be in full force and effect, to be
     enforceable and of the same effect and priority purported to be created
     thereby; or

               (j) Any Borrower shall cease to carry and maintain, or cause to
     be carried and maintained, insurance on and in respect of the Collateral in
     accordance with the requirements of any applicable Collateral Document.

          SECTION 6.2 REMEDIES. During the continuance of any Event of Default,
the Loan Agent shall, solely at the request of the Requisite Lenders, by notice
to the Borrowers declare that the Loans, all interest accrued thereon and all
other amounts and Obligations payable under this Agreement and the Loan
Documents to be immediately due and payable, whereupon the Loans, all such
interest and all such amounts and Obligations shall become and be immediately
due and payable, and/or


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<PAGE>

declare the Commitments to be terminated, whereupon the Commitment of each
Lender shall be terminated, all without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrowers;
provided, however, that upon the occurrence of the Event of Default specified in
Section 6.1(f) or 6.1(g), the Loans, all such interest and all such amounts and
Obligations shall automatically become and be immediately due and payable, and
the Commitments shall terminate, all without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Obligors.

                                   ARTICLE VII

                     THE LOAN AGENT AND THE COLLATERAL AGENT

          The parties hereto agree as follows:

          SECTION 7.1 AUTHORIZATION AND ACTION. Each Lender hereby appoints and
authorizes each of the Loan Agent and the Collateral Agent to take such action
as administrative agent and collateral agent, respectively, on its behalf and to
exercise such powers under this Agreement and the other Loan Documents as are
delegated by such Lender to it as Loan Agent or Collateral Agent by the terms
hereof and thereof, together with such powers as are reasonably incidental
thereto, and each of the Loan Agent and the Collateral Agent hereby accepts such
authorization and appointment. As to any matters not expressly provided for by
this Agreement and the other Loan Documents or provided for with specific
reference to this Section 7.1 (including, without limitation, enforcement or
collection of any Note), neither the Loan Agent nor the Collateral Agent shall
be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from action) upon the instructions of the Requisite Lenders and such
instructions shall be binding upon all Lenders; provided, however, that neither
the Loan Agent nor the Collateral Agent shall be required to take any action
which exposes either the Loan Agent or the Collateral Agent to liability or
which is contrary to this Agreement, any other Loan Document or applicable law.
As to any provisions of this Agreement under which action may be taken or
approval given by the Requisite Lenders, the action taken or approval given by
the Requisite Lenders, shall be binding upon all Lenders to the same extent and
with the same effect as if each Lender had joined therein. Each of the Loan
Agent and the Collateral Agent shall be entitled to rely upon any note, notice,
consent, certificate, affidavit, letter, telegram, teletype message, facsimile
transmission, statement, order or other document believed by it to be genuine
and correct and to have been signed or sent by the proper person or persons and,
in respect of legal matters, upon the opinion of counsel selected by the Loan
Agent or the Collateral Agent. Each of the Loan Agent and the Collateral Agent
may deem and treat the payee of the Notes as the owner thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
shall have been filed with the Loan Agent. Any request, authority or consent of
any Person who at the time of making such request or giving such authority or
consent is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note. The Lenders agree and
acknowledge that the Collateral Agent, in addition to being appointed by and
acting on behalf of the Lenders


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<PAGE>

hereto, is also (as of the date hereof) being appointed by and acting on behalf
of the lenders party to the Other Loan Agreement. Therefore, the Collateral
Agent is an agent of and is acting for and on behalf of all of the Lenders party
hereto and, in addition, all of the lenders party to the Other Loan Agreement.

          SECTION 7.2 AGENT'S RELIANCE, ETC. Neither the Loan Agent nor the
Collateral Agent nor any of their respective Affiliates, directors, officers,
agents or employees shall be liable to any Lender for any action taken or
omitted to be taken by it or by such directors, officers, agents or employees
under or in connection with this Agreement, the Notes or any other Loan
Document, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, each of the Loan Agent
and the Collateral Agent: (i) may consult with legal counsel, independent public
accountants and other experts selected by it and shall not be liable to any
Lender for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such experts; (ii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether oral or written) made in or
in connection with this Agreement, the Notes or any other Loan Document; (iii)
shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement, the
Notes or any other Loan Document on the part of Guarantor or the Borrowers or to
inspect the property (including the books and records) of Guarantor, the
Borrowers or any of their respective Subsidiaries; (iv) shall not be responsible
to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, the Notes or any other Loan
Document, or any other instrument or document furnished pursuant thereto; (v)
shall incur no liability under or in respect to this Agreement, the Notes or any
other Loan Document by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telegram, facsimile transmission, cable
or telex) believed by it to be genuine and signed or sent by the proper party or
parties; and (vi) may deem and treat each Lender which makes a loan hereunder as
the holder of the indebtedness resulting therefrom for all purposes hereof until
the Loan Agent receives and accepts an Assignment and Assumption entered into by
such Lender, as assignor, and an eligible assignee as provided in Section 9.2
hereof.

          SECTION 7.3 AGENT AND AFFILIATES. If and so long as the Loan Agent or
the Collateral Agent shall remain a Lender, the Loan Agent or the Collateral
Agent, as applicable, shall have the same rights and powers under this Agreement
as any other Lender and may exercise the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the Loan Agent or the Collateral Agent; and the term "Lender" or "Lenders"
shall, unless otherwise expressly indicated, include the Loan Agent and the
Collateral Agent, each in its individual capacity. Unrelated to its role as Loan
Agent or Collateral Agent as set forth herein, the Loan Agent and the Collateral
Agent and their respective Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, and generally engage in any kind of business
with, the Borrowers, Guarantor, any of their respective Subsidiaries and any
Person who may do business with or own securities of the Borrowers, Guarantor,
or any of their respective Subsidiaries, all as if it were not the Loan Agent or
the Collateral Agent, as applicable, hereunder and without any duty to account
therefor to the Lenders.


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          SECTION 7.4 REPRESENTATIONS OF THE LENDERS. Each Lender has actively
engaged in the negotiation of all of the terms of this Agreement. Each of the
Loan Agent and the Collateral Agent has no duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or
other information with respect to the Borrowers whether coming into its
possession as of the date of this Agreement or at any time thereafter, or to
notify any Lender of any Event of Default except as provided in Section 7.5
hereof. This Agreement and all instruments or documents delivered in connection
with this Agreement have been reviewed and approved by each Lender and none of
the Lenders have relied on the Loan Agent or the Collateral Agent as to any
legal or factual matter in connection therewith or in connection with the
transactions contemplated thereunder.

          SECTION 7.5 EVENTS OF DEFAULT. In the event of the occurrence of any
Default or Event of Default, any Lender knowing of such event may (but shall
have no duty to) give the Loan Agent and the Collateral Agent written notice
specifying such Event of Default or other event and expressly stating that such
notice is a "notice of default". Neither the Loan Agent nor the Collateral Agent
shall be deemed to have knowledge of such events unless the Loan Agent or the
Collateral Agent, as applicable, has received such notice, or unless the Event
of Default consists of a failure of payment of principal or interest on the
Note. In the event that the Loan Agent or the Collateral Agent receives such a
notice of the occurrence of an Event of Default, the Loan Agent or the
Collateral Agent, as applicable, shall give written notice thereof to the
Lenders. The Loan Agent and the Collateral Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed in
writing by the Requisite Lenders, provided, however, that, unless and until the
Loan Agent or the Collateral Agent shall have received such direction, the Loan
Agent and the Collateral Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Event of
Default as it shall deem advisable and in the best interest of the Lenders.

          SECTION 7.6 LOAN AGENT'S AND COLLATERAL AGENT'S RIGHT TO INDEMNITY.
Except for action expressly required of the Loan Agent or the Collateral Agent
hereunder without instructions from any Person, the Loan Agent and the
Collateral Agent shall be fully justified in failing or refusing to take any
action hereunder on behalf of any Lender unless it shall first be indemnified to
its satisfaction by such Lender against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.

          SECTION 7.7 INDEMNIFICATION OF LOAN AGENT AND COLLATERAL AGENT. The
Lenders hereby agree to indemnify the Loan Agent and the Collateral Agent and
all of their respective affiliates, directors, officers, employees, advisors and
representatives thereof (to the extent not reimbursed by the Borrowers), ratably
as most recently in effect prior to the date indemnification is sought, from and
against any and all costs, losses, liabilities, claims, damages or expenses
which may be incurred by or asserted or awarded against the Loan Agent or the
Collateral Agent in any way relating to or arising out of this Agreement and/or
the other Loan Documents or any action taken or omitted by the Loan Agent or the
Collateral Agent under this Agreement and/or the other Loan Documents; provided,
however, that no Lender shall be liable for any portion of such


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liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Loan Agent's or the
Collateral Agent's gross negligence or willful misconduct. Without limiting the
foregoing, each Lender agrees to reimburse the Loan Agent and the Collateral
Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Loan Agent or the Collateral Agent in
connection with the administration, or enforcement of, or the preservation of
any rights under, this Agreement and/or the other Loan Documents, to the extent
that the Loan Agent or the Collateral Agent is not reimbursed for such expenses
by the Borrowers.

          SECTION 7.8 SUCCESSOR LOAN AGENT AND COLLATERAL AGENT. Each of the
Loan Agent and the Collateral Agent may with the consent (not to be unreasonably
withheld) of the Lenders and, if no Event of Default has occurred and is
continuing, the Borrowers (or, if an Event of Default has occurred and is
continuing and if legally permissible, upon notice to the Borrowers), resign at
any time by giving written notice thereof to the Lenders and may, at any time,
with or without cause, be removed by the Requisite Lenders acting through the
Loan Agent with, if no Event of Default has occurred and is continuing and if
the Collateral Agent is not in default of any Obligation under the Loan
Documents and if no representation or warranty of the Collateral Agent under the
Loan Documents has proven to be incorrect in any material respect, the consent
(not to be unreasonably withheld) of the Borrowers (or, if an Event of Default
has occurred and is continuing, upon notice to the Borrowers). Upon any such
resignation or removal, the Borrowers shall have the right to appoint a
successor agent, subject to consent of the Lenders. If no successor agent shall
have accepted such appointment within 30 days after (i) the retiring Loan
Agent's or Collateral Agent's, as applicable, giving of notice of resignation or
(ii) the Loan Agent giving notice, if legally permissible, of such removal, the
Loan Agent or the Collateral Agent, as applicable, may, with the consent (not to
be unreasonably withheld) of the Requisite Lenders and, if no Event of Default
has occurred and is continuing, the Borrowers, appoint a successor Loan Agent or
Collateral Agent, as applicable, who shall be willing to accept such
appointment. Upon the acceptance of any appointment as Loan Agent or Collateral
Agent hereunder by a successor Loan Agent or Collateral Agent, such successor
Loan Agent or Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed Loan
Agent or Collateral Agent, and the retiring or removed Loan Agent or Collateral
Agent shall be discharged from its duties and obligations as agent under this
Agreement. After any Loan Agent's or Collateral Agent's resignation or removal
hereunder as Loan Agent or Collateral Agent, as applicable, the provisions of
this Article 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Loan Agent or Collateral Agent under this Agreement.

          SECTION 7.9 COLLATERAL AND GUARANTEE MATTERS. The Lenders irrevocably
authorize and direct the Collateral Agent to release any Lien on the Collateral
as provided for in the Collateral Documents.


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                                  ARTICLE VIII

                                    GUARANTEE

          SECTION 8.1 GUARANTEE.

               (a) The Guarantor hereby unconditionally and irrevocably
     guarantees to the Loan Agent, for the ratable benefit of the Lenders and
     their respective successors, indorsees, transferees and assigns, the prompt
     and complete payment and performance by the Borrowers when due (whether at
     the stated maturity, by acceleration or otherwise) of the Obligations.

               (b) Anything herein or in any other Loan Document to the contrary
     notwithstanding, the maximum liability of the Guarantor hereunder and under
     the other Loan Documents shall in no event exceed the amount which can be
     guaranteed by the Guarantor under applicable federal and state laws
     relating to the insolvency of debtors.

               (c) The Guarantor agrees that the Obligations may at any time and
     from time to time exceed the amount of the liability of the Guarantor
     hereunder without impairing the guarantee contained in this Article VIII or
     affecting the rights and remedies of the Loan Agent or any Lender
     hereunder.

               (d) The guarantee contained in this Article VIII shall remain in
     full force and effect until all the Obligations (including contingent
     Obligations contained in any Loan Document that survive the termination
     thereof) shall have been satisfied by payment in full and the Commitments
     shall be terminated.

               (e) No payment made by either Borrower or the Guarantor, any
     other guarantor or any other Person or received or collected by the Loan
     Agent or any Lender from either Borrower, the Guarantor, any other
     guarantor or any other Person by virtue of any action or proceeding or any
     set-off or appropriation or application at any time or from time to time in
     reduction of or in payment of the Obligations shall be deemed to modify,
     reduce, release or otherwise affect the liability of the Guarantor
     hereunder which shall, notwithstanding any such payment (other than any
     payment made by the Guarantor in respect of the Obligations or any payment
     received or collected from such Guarantor in respect of the Obligations),
     remain liable for the Obligations up to the maximum liability of the
     Guarantor hereunder until the Obligations are paid in full and the
     Commitments are terminated.

          SECTION 8.2 NO SUBROGATION. Notwithstanding any payment made by the
Guarantor hereunder or any set-off or application of funds of the Guarantor by
the Loan Agent or any Lender, the Guarantor shall not be entitled to be
subrogated to any of the rights of the Loan Agent or any Lender against either
Borrower or any other guarantor or any collateral security or guarantee or right
of offset held by the Loan Agent, the Collateral Agent or any Lender for the
payment of the Obligations, nor shall the Guarantor seek or be entitled to seek
any contribution or reimbursement from either


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Borrower or any other guarantor in respect of payments made by such guarantor
hereunder, until all amounts owing to the Loan Agent and the Lenders by the
Borrower on account of the Obligations (other than contingent obligations
contained in any Loan Document that survive the termination thereof) are paid in
full and the Commitments are terminated. If any amount shall be paid to the
Guarantor on account of such subrogation rights at any time when all of the
Obligations (other than contingent obligations contained in any Loan Document
that survive the termination thereof) shall not have been paid in full, such
amount shall be held by the Guarantor in trust for the Loan Agent and the
Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon
receipt by the Guarantor, be turned over to the Loan Agent in the exact form
received by the Guarantor (duly indorsed by the Guarantor to the Loan Agent, if
required), to be applied against the Obligations, whether matured or unmatured,
in such order as the Loan Agent may determine.

          SECTION 8.3 AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. The
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Guarantor and without notice to or further
assent by the Guarantor, any demand for payment of any of the Obligations made
by the Loan Agent or any Lender may be rescinded by the Loan Agent or such
Lender and any of the Obligations continued, and the Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Loan Agent or
any Lender, and the Loan Documents and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Loan Agent (or the Requisite Lenders or
all Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Loan
Agent or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Loan Agent nor any Lender shall
have any obligation to protect, secure, perfect or insure any Lien at any time
held by it as security for the Obligations or for the guarantee contained in
this Section 8.3 or any property subject thereto.

          SECTION 8.4 GUARANTEE ABSOLUTE AND UNCONDITIONAL. The Guarantor waives
any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Loan Agent or any Lender
upon the guarantee contained in this Article VIII or acceptance of the guarantee
contained in this Article VIII; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this
Article VIII; and all dealings between the Borrower and the Guarantor, on the
one hand, and the Loan Agent, the Collateral Agent and the Lenders, on the other
hand, likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Article VIII. The Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower or the Guarantor with respect to the
Obligations. The Guarantor understands and agrees that the guarantee contained
in this Article VIII shall be construed as a continuing, absolute and


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unconditional guarantee of payment without regard to (a) the validity or
enforceability of any other provisions of this Agreement or any other Loan
Document, any of the Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by the Loan Agent, the Collateral Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower or any other Person against the Loan Agent, the Collateral Agent or any
Lender, or (c) any other circumstance whatsoever (with or without notice to or
knowledge of a Borrower or the Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Borrower for the
Obligations, or of the Guarantor under the guarantee contained in this Article
VIII, in bankruptcy or in any other instance. When making any demand hereunder
or otherwise pursuing its rights and remedies hereunder against the Guarantor,
the Loan Agent, the Collateral Agent or any Lender may, but shall be under no
obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against either Borrower, any other guarantor or any
other Person or against any collateral security or guarantee for the Obligations
or any right of offset with respect thereto, and any failure by the Loan Agent,
the Collateral Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, any other
guarantor or any other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Borrower, any other guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve the Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the Loan
Agent, the Collateral Agent or any Lender against the Guarantor. For the
purposes hereof "demand" shall include the commencement and continuance of any
legal proceedings.

          SECTION 8.5 REINSTATEMENT. The guarantee contained in this Article
VIII shall continue to be effective, or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Loan Agent, the Collateral Agent
or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of either Borrower or the Guarantor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, either Borrower or the Guarantor or any substantial part of
its property, or otherwise, all as though such payments had not been made.

          SECTION 8.6 PAYMENTS. The Guarantor hereby guarantees that payments
hereunder will be paid to the Loan Agent without set-off, counterclaim, claim of
recoupment or other defense in Dollars at the office specified in Section
2.9(a).


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                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.1 AMENDMENTS, WAIVERS, ETC.

               (a) No amendment, modification or waiver of any provision of this
     Agreement or any other Loan Document nor consent to any departure by any
     Obligor therefrom shall in any event be effective unless the same shall be
     in writing and signed by the Requisite Lenders, and then any such waiver or
     consent shall be effective only in the specific instance and for the
     specific purpose for which given; provided, however, that no amendment,
     modification, waiver or consent shall, unless in writing and signed by each
     Lender, do any of the following:

                    (i) subject the Lenders to any additional obligations;

                    (ii) change the scheduled final maturity of the Loans, or
     change the amount or date for payment of any date fixed for the payment or
     reduction of principal;

                    (iii) change the principal amount of any Loan (other than by
     the payment or prepayment thereof);

                    (iv) change the rate of interest on any Loan or any fee,
     indemnity or other amount payable to any Lender;

                    (v) change any date fixed for payment of such interest,
     indemnity or other amount or fees;

                    (vi) amend the definition of "Requisite Lenders" or this
     Section 9.1(a);

                    (vii) modify the application of payments to the Loan under
     Section 2.9; or

                    (viii) release all or substantially all of the Collateral or
     release the Guarantor from the guarantee contained in Article VIII;

and provided, further, that no amendment, modification, waiver or consent shall,
unless in writing and signed by the Loan Agent in addition to the Persons
required above to take such action, affect the rights or duties of the Loan
Agent under this Agreement or the other Loan Documents.

               (b) The Loan Agent may, but shall have no obligation to, with the
     written concurrence of any Lender, execute amendments, modifications,
     waivers or consents on behalf of that Lender. Any waiver or consent shall
     be effective only in the specific instance and for the specific purpose for
     which it was


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     given. No notice to or demand on the Borrowers in any case shall entitle
     the Borrowers to any other or further notice or demand in similar or other
     circumstances.

               (c) In connection with any proposed amendment, modification,
     waiver or termination (a "Proposed Change") requiring the consent of all
     affected Lenders, if the consent of the Loan Agent and of the Requisite
     Lenders is obtained, but the consent of other Lenders whose consent is
     required is not obtained (any such Lender whose consent is not obtained as
     described in this Section 9.1 being referred to as a "Non-Consenting
     Lender"), then (i) at the Borrowers' request, the Loan Agent shall have the
     right in the Loan Agent's sole discretion (but shall have no obligation) to
     purchase from such Non-Consenting Lender, and such Non-Consenting Lender
     agrees that it shall, upon the Loan Agent's request, sell and assign to the
     Lender that is acting as the Loan Agent, all of the portion of the Loan of
     such Non-Consenting Lender for an amount equal to the principal balance of
     such portion of the Loan held by the Non-Consenting Lender and all accrued
     interest and fees with respect thereto through the date of sale, such
     purchase and sale to be consummated pursuant to an executed Assignment and
     Assumption, and (ii) the Borrowers may effect a substitution of the
     Non-Consenting Lender pursuant to Section 2.12.

          SECTION 9.2 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.

               (a) The provisions of this Agreement shall be binding upon and
     inure to the benefit of the parties hereto and their respective successors
     and assigns permitted hereby, except that (i) the Borrowers may not assign
     or otherwise transfer any of their rights or obligations hereunder without
     the prior written consent of each Lender (and any attempted assignment or
     transfer by the Borrowers without such consent shall be null and void) and
     (ii) no Lender may assign or otherwise transfer its rights or obligations
     hereunder except in accordance with this Section.

               (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
     below, any Lender may assign to one or more entities (each, an "Assignee"),
     including by means of a capital markets, private placement or
     securitization transaction, all or a portion of its rights and obligations
     under this Agreement (including all or a portion of its Commitments and the
     Loans at the time owing to it) and subject to the following additional
     conditions:

                         (A) such Assignee shall not be an airline, a commercial
          aircraft operator, an air freight forwarder, an entity engaged in the
          business of parcel transport by air, other similar Person, or a
          holding company Affiliate of any of the foregoing; and

                         (B) prior written notice of any such assignment shall
          be provided to the Borrowers unless an Event of Default has occurred
          and is continuing;


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                         (C) in the event of an assignment involving a
          widespread syndication or offering, if the Guarantor or any Borrower
          indicates that the proposed transaction would interfere with its own
          debt financing efforts, such Lender agrees to cooperate in good faith
          with the Guarantor or such Borrower in order not to hinder the
          Guarantor's or such Borrower's attempt to finalize its financing; and

                         (D) an assignee or participant that acquires its
          interest in the Obligations pursuant to or in connection with a
          capital markets, private placement, or securitization transaction
          pursuant to which ten or more persons acquire interests in the
          Obligations shall not be entitled to the benefits of Section 2.13.

                    (ii) Assignments shall be subject to the additional
     condition that the parties to each assignment shall execute and deliver to
     the Loan Agent an Assignment and Assumption.

                    (iii) Subject to acceptance and recording thereof pursuant
     to paragraph (b)(iv) below, from and after the effective date specified in
     each Assignment and Assumption the Assignee thereunder shall be a party
     hereto and, to the extent of the interest assigned by such Assignment and
     Assumption, have the rights and obligations of a Lender under this
     Agreement, and the assigning Lender thereunder shall, to the extent of the
     interest assigned by such Assignment and Assumption, be released from its
     obligations under this Agreement (and, in the case of an Assignment and
     Assumption covering all of the assigning Lender's rights and obligations
     under this Agreement, such Lender shall cease to be a party hereto but
     shall continue to be entitled to the benefits of Sections 2.10, 2.11, 2.13,
     9.3 and 9.4). Any assignment or transfer by a Lender of rights or
     obligations under this Agreement that does not comply with this Section
     10.2 shall be treated for purposes of this Agreement as a sale by such
     Lender of a participation in such rights and obligations in accordance with
     paragraph (c) of this Section.

                    (iv) Upon its receipt of a duly completed Assignment and
     Assumption executed by an assigning Lender and an Assignee, the Loan Agent
     shall accept such Assignment and Assumption and record the information
     contained therein in the Register. No assignment shall be effective for
     purposes of this Agreement unless it has been recorded in the Register as
     provided in this paragraph.

                    (v) The Initial Lender agrees to notify the Borrowers
     promptly following the date on which it or its Affiliate has fully


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     or partially assigned or sold all or a portion of its rights and
     obligations under this Agreement.

               (c) (i) Any Lender may, without the consent of the Borrowers or
     the Loan Agent, sell participations to one or more banks or other entities
     (a "Participant") in all or a portion of such Lender's rights and
     obligations under this Agreement (including all or a portion of its
     Commitments and the Loans owing to it); provided that (A) such Participant
     shall not be an airline, a commercial aircraft operator, an air freight
     forwarder, an entity engaged in the business of parcel transport by air,
     other similar Person, or a holding company Affiliate of any of the
     foregoing, (B) such Lender's obligations under this Agreement shall remain
     unchanged, (C) such Lender shall remain solely responsible to the other
     parties hereto for the performance of such obligations and (D) the
     Obligors, the Loan Agent, and the Lenders shall continue to deal solely and
     directly with such Lender in connection with such Lender's rights and
     obligations under this Agreement. Any agreement pursuant to which a Lender
     sells such a participation shall provide that such Lender shall retain the
     sole right to enforce this Agreement. Subject to paragraph (c)(ii) of this
     Section, the Borrowers agree that, if its interest is entered in the
     Register, each Participant shall be entitled to the benefits of Sections
     2.10, 2.11, 2.13, 9.3 and 9.4 to the same extent as if it were a Lender and
     had acquired its interest by assignment pursuant to paragraph (b) of this
     Section. To the extent permitted by law, each Participant also shall be
     entitled to the benefits of Section 9.5 as though it were a Lender,
     provided such Participant shall be subject to Section 9.7 as though it were
     a Lender.

                    (ii) Borrowers shall not be required to provide, and a
     Participant shall not be entitled to receive any greater payment under
     Section 2.10, 2.11 or 2.13 than the Borrowers would have been required to
     pay and the applicable Lender would have been entitled to receive with
     respect to the participation sold to such Participant, unless the sale of
     the participation to such Participant is made with the Borrowers' prior
     written consent. Any Participant shall not be entitled to the benefits of
     Section 2.13 unless such Participant complies with Section 2.13(f).

               (d) Any Lender may at any time pledge or assign a security
     interest in all or any portion of its rights under this Agreement to secure
     obligations of such Lender, including any pledge or assignment to secure
     obligations to a Federal Reserve Bank, and this Section shall not apply to
     any such pledge or assignment of a security interest; provided that no such
     pledge or assignment of a security interest shall release a Lender from any
     of its obligations hereunder or substitute any such pledgee or Assignee for
     such Lender as a party hereto.

               (e) The Obligors agree to cooperate with the efforts of the
     Initial Lender to engage in a transfer or sell-down transaction as
     envisioned in this Section 9.2, including by means of restructuring the
     Loan Documents into tranches (not all of which need to be secured by the
     Collateral), restructuring the Loan Documents into a capital markets style
     indenture, cooperating in reasonable due


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     diligence meetings and investor phone calls, providing accountant comfort
     letters and legal opinion reliance letters, and assisting with the
     reasonable requests of rating agencies and investors, all at the cost of
     the Initial Lender for the reasonable out-of-pocket expenses of Borrower in
     cooperating as provided in this subparagraph. Without limiting the
     generality of the foregoing, as part of the cooperation of the Obligors, if
     requested by the Initial Lender in connection with a transfer or sell down
     transaction as envisioned in this Section 9.2, the Loan Documents shall be
     "marked-to-market" and amended accordingly, solely to reflect any
     prepayment premiums or make-whole amounts or other prepayment terms and
     conditions which are at the time customary for comparable financings in the
     relevant markets, as determined in the opinion of two investment banks, one
     selected by the Borrowers and the other by the Loan Agent, and if such
     banks fail to agree on such prepayment premiums or make-whole amounts or
     other prepayment terms and conditions, then a third investment bank
     mutually selected by the Borrowers and the Loan Agent shall make such
     determination.

          SECTION 9.3 COSTS AND EXPENSES. Whether or not the first Funding Date
occurs, the Obligors agree to pay within ten Business Days (or as provided in
Section 3.1(d)) following receipt of a reasonably detailed invoice therefor (i)
all reasonable out-of-pocket costs and expenses (including reasonable legal fees
and expenses of one primary outside counsel and one special FAA counsel)
incurred by the Initial Lender, the Loan Agent and the Collateral Agent in
connection with the negotiation, preparation, execution and delivery of the Loan
Documents, and all documents relating thereto, (ii) all reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of one primary
outside counsel and one special FAA counsel) incurred by the Loan Agent in
connection with any consents, amendments, waivers or other modifications hereto
or thereto, (iii) all reasonable out-of-pocket costs and expenses incurred by
the Loan Agent in connection with the syndication of the Loans (if any), and
(iv) all reasonable out-of-pocket costs and expenses (including reasonable legal
fees and expenses) incurred by the Loan Agent and the Lenders in enforcing any
Obligations of, or in collecting any payments due from, the Borrowers hereunder
or under the other Loan Documents.

          SECTION 9.4 INDEMNITIES. Whether or not the transactions contemplated
hereby shall be consummated, the Obligors agree to defend, indemnify, pay and
hold harmless the Loan Agent, the Lenders, and their respective Affiliates,
officers, directors, employees, agents and controlling Persons (collectively
called the "Indemnitees") from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature whatsoever (including without limitation
the reasonable fees and disbursements of outside counsel for such Indemnitees,
but excluding Taxes) that may be imposed on, incurred by, or asserted against
any such Indemnitee, in any manner arising out of this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby (including,
without limitation, the use or intended use of the proceeds of the Loan) or any
breach or default by the Borrowers of any provision of the Loan Documents
(collectively called the "Indemnified Liabilities"); provided that the Obligors
shall not have any obligation to any Indemnitee hereunder with respect to any


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Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise
from the gross negligence or willful misconduct of an Indemnitee, (ii) are
specifically addressed elsewhere in this Agreement (including, without
limitation, Section 2.10, (iii) arise from breaches by an Indemnitee of any Loan
Document to which it is a party, or (iv) constitute ordinary and usual operating
or overhead expenses of an Indemnitee (excluding, without limitation, costs and
expenses of any outside counsel, consultant or agent). To the extent that the
undertaking to defend, indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, the Obligors shall contribute the maximum portion that it is
permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any
of them.

          SECTION 9.5 RIGHT OF SET-OFF. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, upon the occurrence and during the continuance of any Event of Default,
to the fullest extent permitted by law, each Lender is hereby authorized by the
Obligors at any time or from time to time, without notice to the Obligors or to
any other Person, any such notice being hereby expressly waived, to set off and
to appropriate and to apply any and all deposits (general or special, including,
but not limited to, Indebtedness evidenced by certificates of deposit, whether
matured or unmatured) and any other Indebtedness at any time held or owing by
that Lender to or for the credit or the account of any Obligor against and on
account of the Obligations then due.

          SECTION 9.6 JOINT AND SEVERAL LIABILITY; MAXIMUM LIABILITY; WAIVER OF
SUBROGATION.

               (a) Each Borrower shall be liable for all amounts due to the
     Lenders under this Agreement, regardless of which Borrowers actually
     receives the Loans or other extensions of credit hereunder, or the amount
     of such Loans received or the manner in which any Lender accounts for such
     Loans or other extensions of credit on its books and records. Each
     Borrower's liabilities with respect to Loans and extensions of credit made
     to it, and each Borrower's liabilities arising as a result of the joint and
     several liability of the Borrowers hereunder and under the other Loan
     Documents with respect to Loans or other extensions of credit made to any
     other Borrowers hereunder, shall be separate and distinct obligations, but
     all such liabilities shall be primary obligations of each Borrower. The
     joint and several liability of each Borrower shall in all respects be
     continuing, absolute, unconditional and irrevocable, in all events and
     circumstances, and shall continue in full force and effect until all
     Obligations have been paid in full and all Commitments shall have
     terminated, and will be paid strictly in accordance with the terms of this
     Agreement and each other Loan Document under which they arise, regardless
     of any law, regulation or order now or hereafter in effect in any
     jurisdiction affecting any of such terms or the rights of Lender or any
     holder of any Loan or Note with respect thereto.

               (b) Notwithstanding any payment made by either Borrower or the
     Guarantor hereunder or any set-off or application of funds of either
     Borrower or the Guarantor by the Loan Agent or any Lender, neither Borrower
     shall be entitled


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     to be subrogated to any of the rights of the Loan Agent, the Collateral
     Agent or any Lender against either Borrower or the Guarantor or any
     collateral security or guarantee or right of offset held by the Loan Agent,
     the Collateral Agent or any Lender for the payment of the Obligations, nor
     shall either Borrower seek or be entitled to seek any contribution or
     reimbursement from the other Borrower or the Guarantor in respect of
     payments made by the Guarantor hereunder, until all amounts owing to the
     Loan Agent, the Collateral Agent and the Lenders by the Borrowers on
     account of the Obligations are paid in full and the Commitments are
     terminated. If any amount shall be paid to either Borrower on account of
     such subrogation rights at any time when all of the Obligations shall not
     have been paid in full, such amount shall be held by such Borrower in trust
     for the Loan Agent, the Collateral Agent and the Lenders, segregated from
     other funds of such Borrower, and shall, forthwith upon receipt by such
     Borrower, be turned over to the Loan Agent in the exact form received by
     such Borrower (duly indorsed by such Borrower to the Loan Agent, if
     required), to be applied against the Obligations, whether matured or
     unmatured, in such order as the Loan Agent may determine.

               (c) Each Borrower shall remain obligated hereunder
     notwithstanding that, without any reservation of rights against the other
     Borrower or the Guarantor and without notice to or further assent by the
     other Borrower or the Guarantor, any demand for payment of any of the
     Obligations made by the Loan Agent, the Collateral Agent or any Lender may
     be rescinded by the Loan Agent, the Collateral Agent or such Lender and any
     of the Obligations continued, and the Obligations, or the liability of any
     other Person upon or for any part thereof, or any collateral security or
     guarantee therefor or right of offset with respect thereto, may, from time
     to time, in whole or in part, be renewed, extended, amended, modified,
     accelerated, compromised, waived, surrendered or released by the Loan
     Agent, the Collateral Agent or any Lender, and this Agreement and the other
     Loan Documents and any other documents executed and delivered in connection
     therewith may be amended, modified, supplemented or terminated, in whole or
     in part, as the Loan Agent (or the Requisite Lenders or all Lenders, as the
     case may be) may deem advisable from time to time, and any collateral
     security, guarantee or right of offset at any time held by the Loan Agent,
     the Collateral Agent or any Lender for the payment of the Obligations may
     be sold, exchanged, waived, surrendered or released. Neither the Loan
     Agent, the Collateral Agent nor any Lender shall have any obligation to
     protect, secure, perfect or insure any Lien at any time held by it as
     security for the Obligations or for the guarantee contained in Article VIII
     or any property subject thereto.

               (d) Each Borrower waives any and all notice of the creation,
     renewal, extension or accrual of any of the Obligations and notice of or
     proof of reliance by the Loan Agent, the Collateral Agent or any Lender
     upon the joint and several liability of the Borrowers and the guarantee
     contained in Article VIII or acceptance thereof; the Obligations, and any
     of them, shall conclusively be deemed to have been created, contracted or
     incurred, or renewed, extended, amended or waived, in reliance upon the
     joint and several liability of the Borrowers and the guarantee contained in
     Article VIII; and all dealings between the Borrowers and the Guarantor,


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     on the one hand, and the Loan Agent, the Collateral Agent and the Lenders,
     on the other hand, likewise shall be conclusively presumed to have been had
     or consummated in reliance thereupon. Each Borrower waives diligence,
     presentment, protest, demand for payment and notice of default or
     nonpayment to or upon the other Borrower or the Guarantor with respect to
     the Obligations. Each Borrower understands and agrees that its joint and
     several liability hereunder for and with respect to the Obligations of the
     other Borrower is continuing, absolute and unconditional without regard to
     any circumstance whatsoever which constitutes, or might be construed to
     constitute, an equitable or legal discharge of such Borrower for and with
     respect to the Obligations of the other Borrower (or of the Guarantor), in
     bankruptcy or in any other instance. When making any demand hereunder or
     otherwise pursuing its rights and remedies hereunder against either
     Borrower, the Loan Agent, the Collateral Agent or any Lender may, but shall
     be under no obligation to, make a similar demand on or otherwise pursue
     such rights and remedies as it may have against the other Borrower, the
     Guarantor or any other Person or against any collateral security or
     guarantee for the Obligations or any right of offset with respect thereto,
     and any failure by the Loan Agent, the Collateral Agent or any Lender to
     make any such demand, to pursue such other rights or remedies or to collect
     any payments from the other Borrower, the Guarantor or any other Person or
     to realize upon any such collateral security or guarantee or to exercise
     any such right of offset, or any release of the other Borrower, the
     Guarantor or any other Person or any such collateral security, guarantee or
     right of offset, shall not relieve a Borrower of any obligation or
     liability hereunder, and shall not impair or affect the rights and
     remedies, whether express, implied or available as a matter of law, of the
     Loan Agent, the Collateral Agent or any Lender against either Borrower. For
     the purposes hereof "demand" shall include the commencement and continuance
     of any legal proceedings.

               (e) The joint liability of the Borrowers shall continue to be
     effective, or be reinstated, as the case may be, if at any time payment, or
     any part thereof, of any of the Obligations is rescinded or must otherwise
     be restored or returned by the Loan Agent, the Collateral Agent or any
     Lender upon the insolvency, bankruptcy, dissolution, liquidation or
     reorganization of a Borrower or the Guarantor, or upon or as a result of
     the appointment of a receiver, intervenor or conservator of, or trustee or
     similar officer for, a Borrower or the Guarantor or any substantial part of
     its property, or otherwise, all as though such payments had not been made.

          SECTION 9.7 SHARING OF PAYMENTS, ETC. The Lenders hereby agree among
themselves that if any of them shall, whether by voluntary payment, by
realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment or
reduction of a proportion of the aggregate amount of principal, interest, fees
and other amounts then due and owing to that Lender hereunder or under the other
Loan Documents (collectively, except as provided in the immediately following
exception clause, the "Aggregate Amounts Due" to each Lender) which is greater
than the proportion received by any other Lender in respect of the Aggregate
Amounts Due to such other Lender, except by reason of


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payments that are individual to a particular Lender under Sections 2.10(c),
2.10(e), 2.11, 2.13, 9.3 and 9.4, then the Lender receiving such proportionately
greater payment shall (i) notify the Loan Agent and each other Lender of the
receipt of such payment and (ii) apply a portion of such payment to purchase
participations (which it shall be deemed to have purchased from each seller of a
participation simultaneously upon the receipt by such seller of its portion of
such payment) in the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them, provided that if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of the
Borrowers or otherwise, those purchases shall be rescinded and the purchase
prices paid for such participations shall be returned to such purchasing Lender
ratably to the extent of such recovery, but without interest. The Obligors
expressly consent to the foregoing arrangement and agrees that any holder of a
participation so purchased may exercise any and all rights of banker's lien,
set-off or counterclaim with respect to any and all monies owing by the Obligors
to that holder with respect thereto as fully as if that holder were owed the
amount of the participation held by that holder.

          SECTION 9.8 NOTICES, ETC. Unless otherwise specifically provided
herein, any notice, request or other communication herein required or permitted
to be given shall be in writing and may be personally served or sent by
telefacsimile or United States mail or courier service and shall be deemed to
have been given when delivered in person or by courier service, or upon receipt
of telefacsimile, or five Business Days after depositing it in the United States
mail with postage prepaid and properly addressed; provided that notices shall
not be effective until received. For the purposes hereof, the address of each
party hereto shall be as set forth under such party's name on Annex A, or (i) as
to the Borrowers and the Loan Agent and the Collateral Agent, such other address
as shall be designated by such Person in a written notice delivered to the other
parties hereto and (ii) as to each other party hereto, such other address as
shall be designated by such party in a written notice delivered to the Loan
Agent and the Collateral Agent.

          SECTION 9.9 NO WAIVER; REMEDIES. No failure on the part of any Lender
or the Loan Agent or the Collateral Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

          SECTION 9.10 GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed in
accordance with, the law of the State of New York.

          SECTION 9.11 SUBMISSION TO JURISDICTION; SERVICE OF PROCESS.

               (a) Any legal action or proceeding with respect to this Agreement
     or any other Loan Document may be brought in the courts of the State of New
     York or of the United States of America for the Southern District of New
     York,


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     and, by execution and delivery of this Agreement, each of the parties
     hereto hereby accept for itself and in respect of its property, generally
     and unconditionally, the jurisdiction of the aforesaid courts. The parties
     hereto hereby irrevocably waive any objection, including any objection to
     the laying of venue or based on the grounds of forum non conveniens, which
     any of them may now or hereafter have to the bringing of any such action or
     proceeding in such respective jurisdictions.

               (b) Each of the parties hereto hereby irrevocably consent to the
     service of any and all legal process, summons, notices and documents in any
     suit, action or proceeding brought in the United States of America arising
     out of or in connection with this Agreement or any of the other Loan
     Documents by the mailing (by registered or certified mail, postage prepaid)
     or delivering of a copy of such process to such Person in accordance with
     the provisions of Section 9.8. Each Obligor agrees that a final judgment in
     any such action or proceeding shall be conclusive and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner provided
     by law.

               (c) Nothing contained in this Section 9.12 shall affect the right
     of any party hereto to serve process in any other manner permitted by law
     or commence legal proceedings or otherwise proceed against any other party
     hereto in any other jurisdiction.

          SECTION 9.12 WAIVER OF JURY TRIAL. Each of the parties hereto
irrevocably waives trial by jury in any action or proceeding with respect to
this Agreement or any other Loan Document.

          SECTION 9.13 MARSHALING; PAYMENTS SET ASIDE. Neither the Loan Agent,
the Collateral Agent nor any Lender shall be under any obligation to marshal any
assets in favor of the Obligors or any other party or against or in payment of
any or all of the Obligations. To the extent that an Obligor makes a payment or
payments to the Loan Agent for the account of any Lender (each, a "Payee") or
any Payee receives payment from exercise of their rights of setoff, and such
payment or payments or the proceeds of such setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party, then (i) to
the extent of such recovery, the obligation or part thereof originally intended
to be satisfied, and all rights and remedies therefor, shall be revived and
continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred, and (ii) each Payee shall pay and return
such amount to the Loan Agent as the Loan Agent may be required to disgorge or
otherwise pay to a trustee, receiver or any other party in respect of the
portion of the payment from the Borrowers distributed by the Loan Agent to such
Payee hereunder.

          SECTION 9.14 SECTION TITLES. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.


                                       80

<PAGE>

          SECTION 9.15 EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are attached to the same
document. Delivery of an executed signature page of this Agreement by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all parties
shall be lodged with the Borrowers, the Loan Agent and the Collateral Agent.

          SECTION 9.16 SEVERABILITY. In case any provision in or obligation
under this Agreement or any Note shall be invalid, illegal or unenforceable in
any jurisdiction the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

          SECTION 9.17 CONFIDENTIALITY. Each party hereto shall, and shall
procure that its respective officers, employees and agents shall, keep
confidential and shall not, without the prior written consent of the other
parties, disclose to any third party this Agreement, any other Loan Document or
any of the information, reports or documents supplied by or on behalf of such
other party not otherwise publicly available, except that a party shall be
entitled to disclose this Agreement, any other Loan Document, and any such
information, reports or documents:

                    (i) in connection with any proceeding arising out of or in
     connection with this Agreement or any of the other Loan Documents, to the
     extent that such party may reasonable consider necessary to protect its
     interest; or

                    (ii) to any potential assignee or transferee of any party's
     rights under this Agreement or any of the Loan Documents (and to rating
     agencies, underwriters, investors, lenders, placement agents, and other
     parties, and their respective counsel, auditors, agents and advisers)
     participating in an assignment or participation transaction under Section
     10.2 or any other person proposing to enter into contractual arrangements
     with any party in relation to this Agreement, any of the other Loan
     Documents subject to the relevant party obtaining, in each case to the
     extent reasonable and customary, an undertaking from such potential
     assignee or transferee or other person in corresponding terms to this
     Section 10.18; or

                    (iii) pursuant to any applicable laws, ordinances,
     judgments, decrees, injunctions, writs, rules, regulations, orders,
     interpretations, licenses, permits and orders of any competent court,
     arbitrator or governmental agency or authority in any relevant
     jurisdiction; or


                                       81

<PAGE>

                    (iv) to bank examiners or any other regulatory authority or
     rating agencies or similar entities, if requested to do so; or

                    (v) to its auditors, legal, tax or to other professional
     advisers; or

                    (vi) to its Affiliates and their respective directors,
     officers, employees and agents.

          SECTION 9.18 APPOINTMENT OF INDENTURE TRUSTEE. The Loan Agent and the
Initial Lender hereby appoint U.S. Bank National Association as Indenture
Trustee under the Aircraft Mortgages. Such appointment to be effected by
delivery of an authorization and direction to the Indenture Trustee.


                                       82

<PAGE>

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

                                        AMERICA WEST AIRLINES, INC.
                                        US AIRWAYS, INC
                                        US AIRWAYS GROUP, INC.


                                        By:
                                            ------------------------------------
                                        Name: Derek J. Kerr
                                        Title: Chief Financial Officer of
                                               each Person listed above


                                        AIRBUS FINANCIAL SERVICES,
                                        as Initial Lender and Loan Agent


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


                                        WELLS FARGO BANK NORTHWEST,
                                        NATIONAL ASSOCIATION,
                                        as Collateral Agent


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


                                       83

<PAGE>

                                     ANNEX A

                                NOTICE ADDRESSES

If to the Borrowers:

America West Airlines, Inc.
400 E. Sky Harbor Blvd.
Phoenix, AZ 85034
Main Telephone: (480) 693-0800
Fax: (480) 693-5155
Attention: Derek J. Kerr

America West Holdings Corporation
111 West Rio Salado Parkway
Tempe, AZ 85281
Main Telephone: (480) 693-0800
Fax: (480) 693-5155
Attention: Derek J. Kerr

US Airways, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
Main Telephone: (703) 872-5050
Fax: (703) 872-5960
Attention: Derek J. Kerr

If to the Initial Lender:

Airbus Financial Services
5th Floor, 6 Georges Dock
I.F.S.C.
Dublin 1, Ireland
Attention: Managing Director
Telephone: 011 3531 790 5500
Facsimile: 011 3531 670 2020

With a copy to:

Airbus North America Holdings, Inc.
198 Van Buren St. Suite 300
Hendon, Virginia 20170

Attn: Vice President - Sales Finance
Telephone: (703) 834-3400
Facsimile: (703) 834-3547

<PAGE>

If to the Loan Agent:

Airbus Financial Services
5th Floor, 6 Georges Dock
I.F.S.C.
Dublin 1, Ireland
Attention: Managing Director
Telephone: 011 3531 790 5500
Facsimile: 011 3531 670 2020

With a copy to:

Airbus North America Holdings, Inc.
198 Van Buren St. Suite 300
Hendon, Virginia 20170

Attn: Vice President - Sales Finance
Telephone: (703) 834-3400
Facsimile: (703) 834-3547

If to the Collateral Agent:

Wells Fargo Bank Northwest, National Association
MAC: U1228-120
299 South Main Street, 12th Floor
Salt Lake City, Utah 84111
Telephone: (801) 246-5630
Facsimile: (801) 246-5053
Attention: Corporate Trust Services


                                       85

<PAGE>

                                     ANNEX B

                                 LENDING OFFICE

Airbus Financial Services
5th Floor, 6 Georges Dock
I.F.S.C.
Dublin 1
Ireland

<PAGE>

                                     ANNEX C

                               LENDER COMMITMENTS
                                 INITIAL AMOUNTS

<TABLE>
<CAPTION>
                      TOTAL      TRANCHE A    TRANCHE B    TRANCHE C    TRANCHE D    TRANCHE E
 NAME OF LENDER    COMMITMENT   COMMITMENT   COMMITMENT   COMMITMENT   COMMITMENT   COMMITMENT
----------------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                <C>          <C>          <C>          <C>          <C>          <C>
AIRBUS FINANCIAL       $0           $0           $0           $0           $0           $0
    SERVICES

</TABLE>

<PAGE>

                                    EXHIBIT A

                            ASSIGNMENT AND ASSUMPTION

          Reference is made to the Loan Agreement, dated as of September 27,
2005 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Loan Agreement"), among the Borrowers, the Guarantor,
Airbus Financial Services, as Initial Lender and Loan Agent, and Wells Fargo
Bank Northwest, National Association, as Collateral Agent. Unless otherwise
defined herein, terms defined in the Loan Agreement and used herein shall have
the meanings given to them in the Loan Agreement.

          The Assignor identified on Schedule l hereto (the "Assignor") and the
Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without
recourse to the Assignor, and the Assignee hereby irrevocably purchases and
assumes from the Assignor without recourse to the Assignor, as of the Effective
Date (as defined below), the interest described in Schedule 1 hereto (the
"Assigned Interest") in and to the Assignor's rights and obligations under the
Loan Agreement with respect to those credit facilities contained in the Loan
Agreement as are set forth on Schedule 1 hereto (individually, an "Assigned
Facility"; collectively, the "Assigned Facilities"), in a principal amount for
each Assigned Facility as set forth on Schedule 1 hereto.

2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Loan Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim and (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Guarantor, the Borrower, any of its Affiliates or any
other obligor or the performance or observance by the Guarantor, the Borrower,
any of its Affiliates or any other obligor of any of their respective
obligations under the Loan Agreement or any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto.

3. The Assignee (a) represents and warrants that it is legally authorized to
enter into this Assignment and Assumption; (b) confirms that it has received a
copy of the Loan Agreement, together with copies of the financial statements
delivered pursuant to Section 4.3 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption; (c) agrees that it will,
independently and without reliance upon the Assignor, the Loan Agents, the
Collateral Agent or any Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Agreement, the other Loan

<PAGE>

Documents or any other instrument or document furnished pursuant hereto or
thereto; (d) appoints and authorizes the Loan Agent or the Collateral Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Loan Agent and the Collateral Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Loan Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Loan Agreement are required to be
performed by it as a Lender including its obligations pursuant to Section
2.13(f) of the Loan Agreement.

4. The effective date of this Assignment and Assumption shall be the Effective
Date of Assignment described in Schedule 1 hereto (the "Effective Date").
Following the execution of this Assignment and Assumption, it will be delivered
to the Loan Agent for acceptance by it and recording by the Loan Agent pursuant
to the Credit Agreement, effective as of the Effective Date (which shall not,
unless otherwise agreed to by the Loan Agent, be earlier than five Business Days
after the date of such acceptance and recording by the Loan Agent).

5. Upon such acceptance and recording, from and after the Effective Date, the
Loan Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date.

6. From and after the Effective Date, (a) the Assignee shall be a party to the
Loan Agreement and, to the extent provided in this Assignment and Assumption,
have the rights and obligations of a Lender thereunder and under the other Loan
Documents and shall be bound by the provisions thereof and (b) the Assignor
shall, to the extent provided in this Assignment and Assumption, relinquish its
rights and be released from its obligations under the Loan Agreement.

7. This Assignment and Assumption shall be governed by and construed in
accordance with the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.

<PAGE>

                                   Schedule 1
                  to Assignment and Assumption with respect to
               the Loan Agreement, dated as of September 27, 2005,
    among the US Airways, Inc. and America West Airlines, Inc., as Borrowers,
the Guarantor, and Airbus Financial Services, as Initial Lender and Loan Agent,
    and Wells Fargo Bank Northwest, National Association, as Collateral Agent

Name of Assignor: ______________________

Name of Assignee: ______________________

Effective Date of Assignment: _________________

<TABLE>
<CAPTION>
Credit Facility       Principal          Commitment
   Assigned       Amount Assigned   Percentage Assigned
---------------   ---------------   -------------------
<S>               <C>               <C>
                  $______________   __________________%
</TABLE>

[Name of Assignee]                      [Name of Assignor]


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

Accepted for Recordation in the
Register:                               Required Consents (if any):

_____________________________________, as US Airways, Inc.
Loan Agent


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


                                        America West Airlines, Inc.


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

<PAGE>

                                    EXHIBIT B

                             FORM OF PROMISSORY NOTE
                                  [TRANCHE __]

U.S.$_____________                                            Dated: _____, 2005
Tranche ___

          FOR VALUE RECEIVED, the undersigned, US Airways, Inc., a Delaware
corporation, and America West Airlines, Inc., a Delaware corporation
(collectively, the "Borrowers"), HEREBY, JOINTLY AND SEVERALLY, PROMISE TO PAY
to Airbus Financial Services, Inc., as Loan Agent under the Loan Agreement
referred to below ____________ for the account of the Lenders as defined in the
Loan Agreement referred to below), subject to the provisions of Section 2.3(c)
of the Loan Agreement, the principal sum of U.S.$_________ or, if less, the
aggregate outstanding principal amount of all Tranche [___] Loans made by the
Lender to the Borrowers pursuant to the Loan Agreement dated as of September 27,
2005 among the Borrowers, Guarantor and Airbus Financial Services, as the
Initial Lender and Loan Agent, and Wells Fargo Bank Northwest, National
Association, as Collateral Agent (as amended or modified from time to time, the
"Loan Agreement"; the terms defined therein being used herein as therein
defined), plus the amount of accrued interest hereon capitalized and added to
the principal of the Loans pursuant to Section 2.3(a) of the Loan Agreement. The
outstanding principal amount of this Note shall be payable on the date specified
in Section 2.3(b) of the Loan Agreement, subject to the provisions of Section
2.3(c) of the Loan Agreement. The final payment required to be made on this
Promissory Note, after taking into account Section 2.3(c) of the Loan Agreement,
shall be in an amount sufficient to pay in full the accrued and unpaid interest
hereon.

          The Borrowers, jointly and severally, subject to the provisions of
Section 2.3 of the Loan Agreement, promise to pay interest on the unpaid
principal amount hereof from the date hereof until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Loan Agreement.

          Both principal and interest are payable in lawful money of the United
States of America to the Loan Agent, to the account specified in Section 2.9(a)
of the Loan Agreement, in same day funds.

          This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Loan Agreement. The Loan Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified. The obligations of the Borrower under this Promissory Note
and the Loan Agreement are secured by collateral as provided in the Loan
Agreement and in the Collateral Documents.

<PAGE>

          This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.


                                       3

<PAGE>

          IN WITNESS WHEREOF, the Borrowers, jointly and severally, have caused
this Promissory Note to be executed and delivered by its duly authorized officer
as of the date and at the place set forth above.

                                        AMERICA WEST AIRLINES, INC.


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


                                        US AIRWAYS, INC.


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


                                       4

<PAGE>

                           TRANCHE ___ PROMISSORY NOTE

<TABLE>
<CAPTION>
                                                                                   Aggregate Outstanding
                                                                                  Principal Amount After
                                                                                  Giving Effect to Loans
               Payment   Principal Amount   Principal Amount of   S&P Rating at     Made or Payments of
Funding Date     Date      of Loan Made         Loan Repaid          Funding        Principal Received
------------   -------   ----------------   -------------------   -------------   ----------------------
<S>            <C>       <C>                <C>                   <C>             <C>

</TABLE>

<PAGE>

                                    EXHIBIT C

                               NOTICE OF BORROWING

Airbus Financial Services,
   as Loan Agent under the
   Loan Agreement referred to below
5th Floor, 6 Georges Dock
I.F.S.C.
Dublin 1
Ireland
Telephone: +353 1 790 5500
Facsimile: +353 1 670 2020
Attention: Managing Director

                                                                __________, 2005

          Re:  AMERICA WEST AIRLINES, INC. AND US AIRWAYS, INC. (the
               "Borrowers")

     Reference is made to the $89,000,000 Loan Agreement, dated as of September
27, 2005 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement"), among the Borrowers, the
Guarantor, Airbus Financial Services, as Initial Lender and Loan Agent, and
Wells Fargo Bank Northwest, National Association, as Collateral Agent, and
entitled to the benefits thereof. Capitalized terms used herein and not
otherwise defined herein are used herein as therein defined.

     The Borrowers hereby give you irrevocable notice, pursuant to Section 2.2
of the Loan Agreement, that the undersigned hereby requests a Borrowing under
the Loan Agreement and, in that connection, sets forth below the information
relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.2
of the Loan Agreement:

          (i) The date of the Proposed Borrowing is ________, 200__ (the
     "Funding Date"), a date permitted under the applicable provisions of
     Section 2.1 of the Loan Agreement.

          (ii) The aggregate amount of the Proposed Borrowing is $________.

          (iii) The Proposed Borrowing is for Tranche ___ Loans and such
     proceeds shall be used in accordance with Section 2.4(f) of the Loan
     Agreement.

          (iv) As of the date hereof, the corporate credit rating assigned by
     S&P to the Guarantor and its consolidated subsidiaries, taken together, is
     ____.

<PAGE>

          (v) [For Tranche B Borrowings] [All amounts due and payable under the
     A321 Airbus Financings have been paid in full.]

          (v) [For Tranche B Borrowings] [All amounts due and payable on the
     Funding Date under the A321 Airbus Financings have been, or immediately
     following the application of the proceeds of the Proposed Borrowing will
     have been, paid in full.]

          [(v) [For Tranche C Borrowings] Copies of the invoices for goods and
     services referred to in Section 2.1(c) paid 30 or more days before the date
     of this Proposed Borrowing not used to support prior Borrowings of Tranche
     C Loans, are attached hereto.]

          [(v) [For Tranche D Borrowings] All amounts due and payable on or
     before September 20, 2005, under the Trust 2001 1C Certificates of US
     Airways have been paid in full and received by the holders thereof.]

     The undersigned hereby certifies that the following statements shall be
true on the Funding Date:

          (i) the representations and warranties of each Borrower and the
     Guarantor set forth in Article IV of the Loan Agreement are true and
     correct in all material respects on and as of the Funding Date, before and
     after giving effect to the Proposed Borrowing and to the application of the
     proceeds therefrom as though made on and as of such date, (except to the
     extent such representations and warranties by their terms expressly relate
     to an earlier date, in which case the representations and warranties shall
     have been true and correct in all material respects on and as of such
     earlier date); and

          (ii) no Event of Default or Default has occurred and is, or would
     result from the Proposed Borrowing and the application of the proceeds
     therefrom.

                                        AMERICA WEST AIRLINES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title: Chief Financial Officer/
                                               President/ Executive Officer


                                        US AIRWAYS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title: Chief Financial Officer/
                                               President/ Executive Officer