<PAGE>

                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made
and entered into, as of July 30, 2003 between (i) America West Airlines, Inc., a
Delaware corporation (the "COMPANY"), and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers
(the "INITIAL PURCHASERS") listed on Schedule A of the Purchase Agreement, dated
July 24, 2003 (the "PURCHASE AGREEMENT"), between the Issuers and the Initial
Purchasers and (ii) America West Holdings Corporation, a Delaware corporation,
as guarantor (the "GUARANTOR" and, together with the Company, the "ISSUERS") and
Merrill Lynch & Co, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representative of the Initial Purchasers. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, each Issuer has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

                  Each Issuer has agreed with the Initial Purchasers, (i) for
their benefit as Initial Purchasers and (ii) for the benefit of the beneficial
owners (including the Initial Purchasers) from time to time of the Notes (as
defined herein), guaranteed by the Guarantor (the "GUARANTEES"), the Notes and
the Guarantees are collectively referenced to herein as the "SECURITIES," and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon exchange of the Notes (each of the foregoing a
"HOLDER" and together the "HOLDERS"), as follows:

                  SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. In addition to the terms that are defined elsewhere in this
Agreement, the following terms shall have the following meanings:

                  "AFFILIATE," with respect to any specified person, has the
meaning specified in Rule 144.

                  "APPLICABLE EXCHANGE PRICE" means, as of any date of
determination, the Applicable Principal Amount per $1,000 principal amount at
maturity of Notes as of such date of determination divided by the Exchange Rate
in effect as of such date of determination or, if no Notes are then outstanding,
the Exchange Rate that would be in effect were Notes then outstanding.

                  "APPLICABLE PRINCIPAL AMOUNT" means, as of any date of
determination, with respect to each $1,000 principal amount at maturity of Notes
means the sum of the initial issue price of such Notes ($343.61) plus accrued
original issue discount with respect to such Notes through such date of
determination or, if no Notes are then outstanding, such sum calculated as if
such Notes were then outstanding.

                  "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.

<PAGE>

                  "COMMON STOCK" means any shares of the class B common stock,
$0.01 par value, of the Guarantor and any other shares of common stock as may
constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock.

                  "DAMAGES ACCRUAL PERIOD" has the meaning specified in Section
2(e) hereof.

                  "DAMAGES PAYMENT DATE" means each January 30 and July 30.

                  "DEFERRAL NOTICE" has the meaning specified in Section 3(i)
hereof.

                  "DEFERRAL PERIOD" has the meaning specified in Section 3(i)
hereof.

                  "EFFECTIVENESS DEADLINE DATE" has the meaning specified in
Section 2(a) hereof.

                  "EFFECTIVENESS PERIOD" means the earlier of (i) the sale
pursuant to the Shelf Registration Statement of all the Notes and the Common
Stock issuable upon exchange of the Notes, (ii) the expiration of the holding
period applicable to the Registrable Securities held by persons that are not
Affiliates of the Issuers under Rule 144(k) under the Securities Act, or any
successor provision, and (iii) two years after the effective date of the Initial
Shelf Registration Statement, subject to certain permitted exceptions specified
in Section 3(i) hereof.

                  "EVENT" has the meaning specified in Section 2(e) hereof.

                  "EVENT DATE" has the meaning specified in Section 2(e) hereof.

                  "EVENT TERMINATION DATE" has the meaning specified in Section
2(e) hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "EXCHANGE RATE" has the meaning assigned to such term in the
Guarantee and Exchange Agreement.

                  "FILING DEADLINE DATE" has the meaning specified in Section
2(a) hereof.

                  "GUARANTEE" means, as applied to any obligation, (i) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (ii) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

                  "GUARANTEE AND EXCHANGE AGREEMENT" means the Guarantee and
Exchange Agreement dated as of the date hereof between the Guarantor and U.S.
Bank National Association, as trustee and Exchange Agent.

                  "GUARANTOR" has the meaning specified in the introductory
paragraph hereto.

                                       2

<PAGE>

                  "HOLDER" has the meaning specified in the second paragraph of
this Agreement.

                  "INDENTURE" means the Indenture dated as of the date hereof
between the Company and U.S. Bank National Association, as trustee, pursuant to
which the Notes are being issued.

                  "INITIAL PURCHASERS" mean Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Citigroup Global Markets Inc.

                  "INITIAL SHELF REGISTRATION STATEMENT" has the meaning
specified in Section 2(a) hereof.

                  "ISSUE DATE" means July 30, 2003.

                  "LIQUIDATED DAMAGES AMOUNT" has the meaning specified in
Section 2(e) hereof.

                  "MATERIAL EVENT" has the meaning specified in Section 3(i)
hereof.

                  "NOTES" means the Senior Exchangeable Notes due 2023 of the
Company to be purchased pursuant to the Purchase Agreement.

                  "NOTICE AND QUESTIONNAIRE" means a written notice delivered to
the Issuers containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Annex A to the
Offering Memorandum of the Company dated July 24, 2003 relating to the Notes and
any supplement thereto as may be reasonably requested by either Issuer in order
to comply with SEC requests for information concerning the Holders or to
otherwise comply with the Securities Act or the rules and regulations
thereunder.

                  "NOTICE HOLDER" means on any date, any Holder that has
delivered a Notice and Questionnaire to the Issuers on or prior to such date.

                  "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

                  "PURCHASE AGREEMENT" has the meaning specified in the first
paragraph of this Agreement.

                  "RECORD HOLDER" means, with respect to any Damages Payment
Date relating to any Note or shares of Underlying Common Stock as to which any
Liquidated Damages Amount has accrued, the registered holder of such Note or
such shares of Underlying Common Stock, as the case may be, on the 15th day
immediately prior to the next succeeding Damages Payment Date.

                                       3

<PAGE>

                  "REGISTRABLE SECURITIES" means the Notes and the Underlying
Common Stock until such securities have been exchanged and, at all times
subsequent to any such exchange, any securities into or for which such
securities have been exchanged, and any security issued with respect thereto
upon any stock dividend, split, merger or similar event until, in the case of
any such security, the earliest of (i) its effective registration under the
Securities Act and resale in accordance with the Registration Statement covering
it, (ii) expiration of the holding period that would be applicable thereto under
Rule 144(k) were it not held by an Affiliate of the Issuers, or (iii) its sale
to the public pursuant to Rule 144.

                  "REGISTRATION EXPENSES" has the meaning specified in Section 5
hereof.

                  "REGISTRATION STATEMENT" means any registration statement of
the Issuers that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all materials incorporated by reference or explicitly deemed
to be incorporated by reference in such registration statement.

                  "RESTATED PRINCIPAL AMOUNT" has the meaning assigned to such
term in the Indenture.

                  "RESTRICTED SECURITIES" has the meaning assigned to such term
in Rule 144.

                  "RULE 144" means Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.

                  "RULE 144A" means Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "SECURITIES" has the meaning specified in the introductory
paragraphs hereto.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  "SHELF REGISTRATION STATEMENT" has the meaning specified in
Section 2(a) hereof.

                  "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning
specified in Section 2(b) hereof.

                  "TAX EVENT" has the meaning assigned to such term in the
Indenture.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "TRUSTEE" means U.S. Bank National Association (or any
successor entity), the Trustee under the Indenture.

                                       4

<PAGE>

                  "UNDERLYING COMMON STOCK" means the Common Stock into which
the Notes are exchangeable or issued upon any such exchange.

                  SECTION 2. Shelf Registration.

                  (a)      Each Issuer shall prepare and file or cause to be
prepared and filed with the SEC no later than a date which is 90 days after the
Issue Date (the "FILING DEADLINE DATE") a Registration Statement for an offering
to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from
time to time by Holders of all of the Registrable Securities (the "INITIAL SHELF
REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in accordance with the methods of
distribution reasonably elected by the Holders and set forth in the Initial
Shelf Registration Statement; provided that in no event will such method(s) of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company. Each of the Issuers shall
use reasonable best efforts to cause the Initial Shelf Registration Statement to
be declared effective under the Securities Act no later than the date (the
"EFFECTIVENESS DEADLINE DATE") that is 180 days after the Issue Date, and to
keep the Initial Shelf Registration Statement (or any Subsequent Shelf
Registration Statement) continuously effective under the Securities Act until
the expiration of the Effectiveness Period. Each Holder that becomes a Notice
Holder on or prior to the date 10 Business Days prior to the time that the
Initial Shelf Registration Statement became effective shall be named as a
selling security holder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with applicable
law (other than laws not generally applicable to all such Holders).
Notwithstanding the foregoing, no Holder shall be entitled to have the
Registrable Securities held by it covered by such Shelf Registration Statement
unless such Holder has provided a Notice and Questionnaire in accordance with
Section 2(d) and is in compliance with Section 4.

                  (b)      If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period, each of the Issuers shall use
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within 30 days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected by the Issuers to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Shelf Registration
Statement covering all of the securities that as of the date of such filing are
Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
Subsequent Shelf Registration Statement is filed, each Issuer shall use
reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is reasonably practicable after such filing or,
if filed during a Deferral Period, after the expiration of such Deferral Period,
and to keep such Registration Statement (or subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.

                  (c)      The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form

                                       5

<PAGE>

used by the Company for such Shelf Registration Statement, if required by the
Securities Act or, to the extent to which the Company does not reasonably
object, as reasonably requested by the Initial Purchasers or by the Trustee on
behalf of the registered Holders.

                  (d)      Each Holder of Registrable Securities agrees that if
such Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(d) and Section 3(i) and Section 4. Each Holder of
Registrable Securities wishing to sell Registrable Securities pursuant to a
Shelf Registration Statement and related Prospectus agrees to deliver a Notice
and Questionnaire (including any supplement thereto) to the Company at least
five (5) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the
Initial Shelf Registration Statement is declared effective, the Issuers shall,
as promptly as is reasonably practicable after the date a Notice and
Questionnaire is delivered, (i) if required by applicable law, file with the SEC
a post-effective amendment to the Shelf Registration Statement or prepare and,
if required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other document required by the SEC so that the Holder delivering such
Notice and Questionnaire is named as a selling security holder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law (other than laws not generally
applicable to all Holders of Registrable Securities wishing to sell Registrable
Securities pursuant to the Shelf Registration Statement and related Prospectus)
and, if the Issuers shall file a post-effective amendment to the Shelf
Registration Statement, use reasonable best efforts to cause such post-effective
amendment to be declared effective under the Securities Act as promptly as is
reasonably practicable; (ii) provide such Holder copies of any documents filed
pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is
reasonably practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i); provided that if
such Notice and Questionnaire is delivered during a Deferral Period, the Issuers
shall so inform the Holder delivering such Notice and Questionnaire and shall
take the actions set forth in clauses (i), (ii) and (iii) above upon expiration
of the Deferral Period in accordance with Section 3(i), provided further that if
under applicable law the Issuers have more than one option as to the type or
manner of making any such filing, it will make the required filing or filings in
the manner or of a type that the Company reasonably expects will result in the
earliest availability of the Prospectus for effecting resales of Registrable
Securities. Notwithstanding anything contained herein to the contrary, the
Issuers shall be under no obligation to name any Holder that is not a Notice
Holder as a selling security holder in any Registration Statement or related
Prospectus; provided, however, that any Holder that becomes a Notice Holder
pursuant to the provisions of Section 2(d) of this Agreement (whether or not
such Holder was a Notice Holder at the time the Registration Statement was
initially declared effective) shall be named as a selling security holder in the
Registration Statement or related Prospectus subject to and in accordance with
the requirements of this Section 2(d).

                  (e)      The parties hereto agree that the Holders of
Registrable Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the Initial Shelf
Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date, or (iii) the aggregate duration

                                       6

<PAGE>

of Deferral Periods in any period exceeds the number of days permitted in
respect of such period pursuant to Section 3(i) hereof (each of the events of a
type described in any of the foregoing clauses (i) through (iii) is individually
referred to herein as an "EVENT," and the Filing Deadline Date in the case of
clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the
date on which the aggregate duration of Deferral Periods in any period exceeds
the number of days permitted by Section 3(i) hereof in the case of clause (iii),
being referred to herein as an "EVENT DATE"). Events shall be deemed to continue
until the "EVENT TERMINATION DATE," which shall be the following dates with
respect to the respective types of Events: the date the Initial Shelf
Registration Statement is filed in the case of an Event of the type described in
clause (i), the date the Initial Shelf Registration Statement is declared
effective under the Securities Act in the case of an Event of the type described
in clause (ii), and termination of the Deferral Period that caused the limit on
the aggregate duration of Deferral Periods in a period set forth in Section 3(i)
to be exceeded in the case of the commencement of an Event of the type described
in clause (iii).

                  Accordingly, commencing on (and including) any Event Date and
ending on (but excluding) the next date after an Event Termination Date (a
"DAMAGES ACCRUAL PERIOD"), the Company agrees to pay, as liquidated damages and
not as a penalty, an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the
Damages Payment Dates to Record Holders of then outstanding Notes that are
Registrable Securities and the Guarantor agrees to pay, as liquidated damages
and not as a penalty, the Liquidated Damages Amount, payable on the Damage
Payment Dates, to Record Holders of then outstanding shares of Underlying Common
Stock issued upon exchange of Notes that are Registrable Securities, in each
case, accruing, for each portion of such Damages Accrual Period beginning on and
including a Damages Payment Date (or, in respect of the first time that the
Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as
a result of the occurrence of any particular Event, from the Event Date) and
ending on but excluding the first to occur of (A) the date of the end of the
Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum
equal to 0.25% for the first 90-day period from the Event Date, and thereafter
at a rate per annum equal to 0.50% of the aggregate Applicable Principal Amount
of such Notes, the aggregate Applicable Exchange Price of the shares of
Underlying Common Stock and the Restated Principal Amount of the Semi-annual
Coupon Notes, as the case may be, in each case determined as of the Business Day
immediately preceding the next Damages Payment Date; provided that any
Liquidated Damages Amount accrued with respect to any Note or portion thereof
called for redemption on a redemption date or exchanged into Underlying Common
Stock on an exchange date or to Semi-annual Coupon Notes prior to the Damages
Payment Date shall, in any such event, be paid instead to the Holder who
submitted such Note or portion thereof for redemption or exchange on the
applicable redemption date or exchange date, as the case may be, on such date
(or promptly following the exchange date, in the case of exchange).
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Issuers of Liquidated Damages Amounts
to the Holders of Registrable Securities pursuant to this Section, the accrual
of Liquidated Damages Amounts will cease (without in any way limiting the

                                       7

<PAGE>

effect of any subsequent Event requiring the payment of the Liquidated Damages
Amount by the Issuers).

                  The Trustee, subject to the applicable provisions of the
Indenture or the Guarantee and Exchange Agreement, shall be entitled, on behalf
of Holders of Notes or Underlying Common Stock, to seek any available remedy for
the enforcement of this Agreement, including for the payment of any Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with
respect to which liquidated damages are expressly provided shall be such
liquidated damages. Nothing shall preclude a Notice Holder or Holder of
Registrable Securities from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.

                  All of the obligations of each Issuer set forth in this
Section 2(e) that are outstanding with respect to any Registrable Security at
the time such security ceases to be a Registrable Security shall survive until
such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(k)).

                  The parties hereto agree that the liquidated damages provided
for in this Section 2(e) constitute a reasonable estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration Statement to be filed or declared effective or available
for effecting resales of Registrable Securities in accordance with the
provisions hereof.

                  SECTION 3. Registration Procedures. In connection with the
registration obligations of each Issuer under Section 2 hereof, during the
Effectiveness Period each Issuer shall:

                  (a)      Before filing any Registration Statement or
Prospectus or any amendments or supplements (other than supplements that do
nothing more substantive than name one or more Notice Holders as selling
security holders) thereto with the SEC, furnish to the Initial Purchasers copies
of all such documents proposed to be filed and use reasonable best efforts to
reflect in each such document when so filed with the SEC such comments as the
Initial Purchasers reasonably shall propose within three (3) Business Days of
the delivery of such copies to the Initial Purchasers.

                  (b)      Subject to Section 3(i), prepare and file with the
SEC such amendments and post-effective amendments to each Registration Statement
as may be necessary to keep such Registration Statement continuously effective
for the applicable period specified in Section 2(a); cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) under the Securities Act; and use reasonable best efforts to comply with
the provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement as so amended or
such Prospectus as so supplemented.

                                       8

<PAGE>

                  (c)      As promptly as reasonably practicable give notice to
the Notice Holders and the Initial Purchasers (i) when any Prospectus,
Prospectus Supplement, Registration Statement or post-effective amendment to a
Registration Statement has been filed with the SEC and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective (provided, however, that the Issuers shall not be required by
this clause (i) to notify (A) the Initial Purchasers of the filing of a
Prospectus supplement that does nothing more substantive than name one or more
Notice Holders as selling security holders or (B) any Notice Holder of the
filing of a Prospectus supplement that does nothing more substantive than name
one or more other Notice Holders as selling security holders), (ii) of any
request, following the effectiveness of the Initial Shelf Registration Statement
under the Securities Act, by the SEC or any other federal or state governmental
authority for amendments or supplements to any Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order or
injunction suspending or enjoining the use of any Prospectus or the
effectiveness of any Registration Statement or the initiation or threatening of
any proceedings for that purpose, (iv) of the receipt by either Issuer of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of (but not the nature of or details concerning)
a Material Event (provided, however, that no notice by the Issuers shall be
required pursuant to this clause (v) in the event that the Issuers either
promptly file a Prospectus supplement to update the Prospectus or a Current
Report on Form 8-K or other appropriate Exchange Act report that is incorporated
by reference into the Registration Statement, which, in either case, contains
the requisite information with respect to such Material Event that results in
such Registration Statement no longer containing any untrue statement of
material fact or omitting to state a material fact necessary to make the
statements contained therein not misleading) and (vi) of the determination by
either Issuer that a post-effective amendment to a Registration Statement will
be filed with the SEC, which notice may, at the discretion of the Issuers (or as
required pursuant to Section 3(i)), state that it constitutes a Deferral Notice,
in which event the provisions of Section 3(i) shall apply.

                  (d)      Use reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment or,
if any such order or suspension is made effective during any Deferral Period, at
the earliest possible moment after the expiration of such Deferral Period.

                  (e)      If reasonably requested by the Initial Purchasers or
any Notice Holder, as promptly as reasonably practicable incorporate in a
Prospectus supplement or post-effective amendment to a Registration Statement
such information as the Initial Purchasers or such Notice Holder shall, on the
basis of a written opinion of nationally recognized counsel experienced in such
matters, determine to be required to be included therein by applicable law and
make any required filings of such Prospectus supplement or such post-effective
amendment; provided that neither Issuer shall be required to take any actions
under this Section 3(e) that are not, in the reasonable opinion of counsel for
the Issuers, in compliance with applicable law.

                                       9

<PAGE>

                  (f)      As promptly as reasonably practicable after the
filing of such documents with the SEC, furnish to each Notice Holder and the
Initial Purchasers, upon their request and without charge, at least one
conformed copy of the Registration Statement and any amendment thereto,
including financial statements, but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested in writing to either Issuer by such Notice Holder or the
Initial Purchasers, as the case may be).

                  (g)      During the Effectiveness Period, deliver to each
Notice Holder in connection with any sale of Registrable Securities pursuant to
a Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such Notice Holder may
reasonably request; and each Issuer hereby consents (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

                  (h)      Subject to Section 3(i), prior to any public offering
of the Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable best efforts to register or qualify or cooperate with the Notice
Holders in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Notice Holder reasonably requests in writing (which request
may be included in the Notice and Questionnaire), it being agreed that no such
registration or qualification will be made unless so requested; prior to any
public offering of the Registrable Securities pursuant to the Shelf Registration
Statement, use reasonable best efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
in connection with such Notice Holder's offer and sale of Registrable Securities
pursuant to such registration or qualification (or exemption therefrom) and do
any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of such Registrable Securities in the manner set forth in
the relevant Registration Statement and the related Prospectus; provided that
the Issuers will not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it is not otherwise qualified or
(ii) take any action that would subject it to general service of process in
suits or to taxation in any such jurisdiction where it is not then so subject.

                  (i)      Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a "MATERIAL EVENT") as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (including, in
any such case, as a result of the non-availability of financial statements), or
(C) the occurrence or existence of any pending corporate development that, in
the discretion of either Issuer, makes it

                                       10

<PAGE>

appropriate to suspend the availability of the Shelf Registration Statement and
the related Prospectus, (i) in the case of clause (B) above, subject to the next
sentence, as promptly as practicable prepare and file a post-effective amendment
to such Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
that would be incorporated by reference into such Registration Statement and
Prospectus so that such Registration Statement does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
such Prospectus does not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, and, in the case of a
post-effective amendment to a Registration Statement, subject to the next
sentence, use reasonable best efforts to cause it to be declared effective as
promptly as is reasonably practicable, and (ii) give notice to the Notice
Holders that the availability of the Shelf Registration Statement is suspended
(a "DEFERRAL NOTICE") and, upon receipt of any Deferral Notice, each Notice
Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder's receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it
is advised in writing by the Issuers that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. Each Issuer will use
reasonable best efforts to ensure that the use of the Prospectus may be resumed
(x) in the case of clause (A) above, as promptly as is practicable, (y) in the
case of clause (B) above, as soon as, in the reasonable judgment of either
Issuer, public disclosure of such Material Event would not be prejudicial to or
contrary to the interests of each Issuer or, if necessary to avoid unreasonable
burden or expense, as soon as reasonably practicable thereafter and (z) in the
case of clause (C) above, as soon as, in the discretion of either Issuer, such
suspension is no longer appropriate. So long as the period during which the
availability of the Registration Statement and any Prospectus is suspended (the
"DEFERRAL PERIOD") does not exceed forty-five (45) days during any three (3)
month period or one hundred and twenty (120) days during any twelve (12) month
period, neither Issuer shall incur any obligation to pay liquidated damages
pursuant to Section 2(e).

                  (j)      If reasonably requested in writing in connection with
a disposition of Registrable Securities pursuant to a Registration Statement,
make reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and
properties of the Issuers and their respective subsidiaries (other than records
and documents that either Issuer agreed contractually not to disclose), and
cause the appropriate executive officers, directors and designated employees of
the Issuers and its subsidiaries to make reasonably available for inspection
during normal business hours all relevant information reasonably requested
(other than information either Issuer agreed contractually not to disclose) by
such representative for the Notice Holders or any such broker-dealers, attorneys
or accountants in connection with such disposition, in each case as is customary
for similar "due diligence" examinations; provided, however, that such persons
shall first agree in writing with the Issuers that any information that is
reasonably designated by the Issuers in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons and
shall be used solely for the purposes

                                       11

<PAGE>

of exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the
Issuers and such source is not bound by a confidentiality agreement or other
obligation of confidentiality; and provided further that the foregoing
inspection and information gathering shall, to the greatest extent possible, be
coordinated on behalf of all the Notice Holders and the other parties entitled
thereto by the counsel referred to in Section 5.

                  (k)      Use reasonable best efforts to comply with all
applicable rules and regulations of the SEC and make generally available to its
security holders earning statements (which need not be audited) satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than the time
period prescribed by the SEC for filing a Form 10-Q after the end of any
12-month period (or the time period prescribed by the SEC for filing a Form 10-K
after the end of any 12-month period if such period is a fiscal year) commencing
on the first day of the first fiscal quarter of the Issuers commencing after the
effective date of a Registration Statement, which statements shall cover said
12-month periods.

                  (l)      Unless the Securities are in book-entry form,
cooperate with each Notice Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities sold pursuant to a
Registration Statement, and cause such Registrable Securities to be in such
denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least two Business Days prior to
any sale of such Registrable Securities.

                  (m)      Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the Notes and the transfer
agent for the Common Stock with certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

                  (n)      Use reasonable best efforts to provide such
information as is required for any filings required to be made with the National
Association of Securities Dealers, Inc.

                  (o)      Upon the effectiveness of the Initial Shelf
Registration Statement, announce the same, in each case by release to
Businesswire, Reuters Economic Services, Bloomberg Business News or any other
means of dissemination reasonably expected to make such information known
publicly.

                  (p)      Take all actions necessary, or reasonably requested
by the holders of a majority of the Registrable Securities being sold, in order
to expedite or facilitate disposition of such Registrable Securities under the
Securities Act; provided that the Issuers shall not be required to take any
action in connection with an underwritten offering without their consent.

                                       12

<PAGE>

                  (q)      Cause the Indenture and Guarantee and Exchange
Agreement to be qualified under the TIA not later than the effective date of any
Registration Statement; and in connection therewith, cooperate with the Trustee
to effect such changes to the Indenture and Guarantee and Exchange Agreement as
may be required for the Indenture or Guarantee and Exchange Agreement to be so
qualified in accordance with the terms of the TIA and execute, and use
reasonable best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes, and all other forms and documents required to
be filed with the SEC to enable the Indenture and Guarantee and Exchange
Agreement to be so qualified in a timely manner.

                  SECTION 4. Holder's Obligations. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to sell any of such Registrable Securities pursuant
to a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Issuers with a Notice and Questionnaire (including
any supplement thereto) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Issuers all
information required to be disclosed in order to make the information previously
furnished to the Issuers by such Notice Holder not misleading, any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as may be required to be disclosed in the Registration
Statement under applicable law or pursuant to SEC comments and any information
otherwise required by the Issuers to comply with applicable law or regulations.
Each Holder further agrees, following termination of the Effectiveness Period,
to notify the Issuers, within 10 Business Days of a request, of the amount of
Registrable Securities sold pursuant to the Registration Statement and, in the
absence of a response, each Issuer may assume that all of the Holder's
Registrable Securities were so sold.

                  SECTION 5. Registration Expenses. Each Issuer shall bear all
fees and expenses incurred in connection with the performance by such Issuer of
its respective obligations under Sections 2 and 3 of this Agreement whether or
not any of the Registration Statements are declared effective. Such fees and
expenses shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (x) with respect to filings
required to be made with the National Association of Securities Dealers, Inc.
and (y) of compliance with federal and state securities or Blue Sky laws to the
extent such filings or compliance are required pursuant to this Agreement
(including, without limitation, reasonable fees and disbursements of the counsel
specified in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Issuers in connection with the Shelf Registration Statement, and
(v) reasonable fees and disbursements of the Trustee and its counsel and of the
registrar and transfer agent for the Common Stock. In addition, the Issuers
shall bear or reimburse the Notice Holders for the fees and disbursements of one
firm of legal counsel for the Holders, which shall, upon the written consent of
the Initial Purchasers (which shall not be unreasonably withheld), be another

                                       13

<PAGE>

nationally recognized law firm experienced in securities law matters designated
by the Issuers. In addition, each Issuer shall pay its own internal expenses
(including, without limitation, all salaries and expenses of officers and
employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange on which the same securities
of such Issuer are then listed and the fees and expenses of any person,
including special experts, retained by such Issuer.

                  SECTION 6. Indemnification; Contribution.

                  (a)      The Company agrees to indemnify and hold harmless
each Initial Purchaser and each holder of Registrable Securities and each
person, if any, who controls such Initial Purchaser or any holder of Registrable
Securities within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), or the omission
         or alleged omission therefrom of a material fact required to be stated
         therein or necessary in order to make the statements therein, in light
         of the circumstances under which they were made, not misleading or
         arising out of any untrue statement or alleged untrue statement of a
         material fact included in any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto), or the omission or alleged
         omission therefrom of a material fact required to be stated therein or
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, provided
         that (subject to Section 6(e) below) any such settlement is effected
         with the prior written consent of the Company; and

                  (iii)    against any and all expense whatsoever, as incurred
         (including the reasonable fees and disbursements of counsel),
         reasonably incurred in investigating, preparing or defending against
         any litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or any claim whatsoever based
         upon any such untrue statement or omission, or any such alleged untrue
         statement or omission, to the extent that any such expense is not paid
         under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company or the
Guarantor by and with respect to any Initial Purchaser through Merrill Lynch,
such holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls such Initial Purchaser or
any such holder

                                       14

<PAGE>

of Registrable Securities expressly for use in the Registration Statement (or
any amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); provided further that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense (1) arising
from an offer or sale of Registrable Securities occurring during a Deferral
Period, if a Deferral Notice was given to such Notice Holder in accordance with
Section 8(c), or (2) if the Holder fails to deliver at or prior to the written
confirmation of sale, the most recent Prospectus, as amended or supplemented,
and such Prospectus, as amended or supplemented, would have corrected such
untrue statement or omission or alleged untrue statement or omission of a
material fact.

                  (b)      The Guarantor agrees to indemnify and hold harmless
each Initial Purchaser and each holder of Registrable Securities and each
person, if any, who controls such Initial Purchaser or any holder of Registrable
Securities within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), or the omission
         or alleged omission therefrom of a material fact required to be stated
         therein or necessary in order to make the statements therein, in light
         of the circumstances under which they were made, not misleading or
         arising out of any untrue statement or alleged untrue statement of a
         material fact included in any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto), or the omission or alleged
         omission therefrom of a material fact required to be stated therein or
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, provided
         that (subject to Section 6(e) below) any such settlement is effected
         with the prior written consent of the Company; and

                  (iii)    against any and all expense whatsoever, as incurred
         (including the reasonable fees and disbursements of counsel),
         reasonably incurred in investigating, preparing or defending against
         any litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or any claim whatsoever based
         upon any such untrue statement or omission, or any such alleged untrue
         statement or omission, to the extent that any such expense is not paid
         under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company or the
Guarantor by and with respect to any Initial Purchaser through Merrill Lynch,
such holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls such Initial Purchaser or
any such holder

                                       15

<PAGE>

of Registrable Securities expressly for use in the Registration Statement (or
any amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); provided further that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense (1) arising
from an offer or sale of Registrable Securities occurring during a Deferral
Period, if a Deferral Notice was given to such Notice Holder in accordance with
Section 8(c), or (2) if the Holder fails to deliver at or prior to the written
confirmation of sale, the most recent Prospectus, as amended or supplemented,
and such Prospectus, as amended or supplemented, would have corrected such
untrue statement or omission or alleged untrue statement or omission of a
material fact.

                  (c)      In connection with any Shelf Registration in which a
holder, including, without limitation, the Initial Purchasers, of Registrable
Securities is participating, in furnishing information relating to such holder
of Registrable Securities to the Company or the Guarantor in writing expressly
for use in such Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto, the holders of such
Registrable Securities agree, severally and not jointly, to indemnify and hold
harmless the Initial Purchasers and each person, if any, who controls the
Initial Purchasers within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act and the Issuers, and each person, if any, who
controls the Issuers within the meaning of either such Section, against any and
all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) and (b) of this Section, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Issuers by or on behalf of such holder of Registrable Securities (which
also acknowledges the indemnity provisions herein) or any person, if any, who
controls any such holder of Registrable Securities expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

                  Each Initial Purchaser agrees to indemnify and hold harmless
the Issuers, the holders of Registrable Securities, and each person, if any, who
controls the Issuers or any holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Issuers by and with respect to any Initial Purchaser expressly for use in
the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

                  (d)      Each indemnified party shall give notice as promptly
as reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of these indemnity provisions. The
indemnifying

                                       16

<PAGE>

party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain a separate firm
as its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (A) the reasonable fees and expenses of
more than one firm (in addition to any local counsel) for the Initial
Purchasers, Holders of Registrable Securities, and all persons, if any, who
control the Initial Purchasers or Holders of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act or (B) the reasonable fees and expenses of more than one firm (in addition
to any local counsel) for the Issuers, their directors, and each person, if any,
who controls the Issuers within the meaning of either such Section, and that all
such reasonable fees and expenses shall be reimbursed as they are incurred. In
the event a separate firm is retained for the Initial Purchasers, Holders of
Registrable Securities, and control persons of the Initial Purchasers and
Holders of Registrable Securities, such firm shall be designated in writing by
the Initial Purchasers. In the event a separate firm is retained for the
Issuers, and such directors, officers and control persons of the Issuers, such
firm shall be designated in writing by the Issuers. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

                  (e)      If at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for
reasonable fees and expenses of counsel, such indemnifying party agrees that it
shall be liable for any settlement of the nature contemplated by Section
6(a)(ii) or 6(b)(ii) effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

                  (f)      If the indemnification to which an indemnified party
is entitled under this Section 6 is for any reason unavailable to or
insufficient although applicable in accordance with its terms to hold harmless
an indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the

                                       17

<PAGE>

aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

                  The relative fault of the Issuers on the one hand and the
holders of the Registrable Securities or the Initial Purchasers on the other
hand shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Issuers
or by the holder of the Registrable Securities or the Initial Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

                  Each of the Issuers, the Initial Purchasers and the holders of
Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

                  Notwithstanding the provisions of this Section 6, neither the
holder of any Registrable Securities nor the Initial Purchasers shall be
required to indemnify or contribute any amount in excess of the amount by which
the total price at which the Registrable Securities sold by such holder of
Registrable Securities or by the Initial Purchasers, as the case may be, exceeds
the amount of any damages that such holder of Registrable Securities or the
Initial Purchasers has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.

                  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  For purposes of this Section 6(e), each person, if any, who
controls the Initial Purchasers or any holder of Registrable Securities within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution as the Initial Purchasers or such
holder, and each person, if any, who controls the Issuers within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Issuers.

                  SECTION 7. Information Requirements. Each Issuer covenants
that, if at any time before the end of the Effectiveness Period such Issuer is
not subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities

                                       18

<PAGE>

and take such further reasonable action as any Holder of Registrable Securities
may reasonably request in writing (including, without limitation, making such
reasonable representations as any such Holder may reasonably request), all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of
any Holder of Registrable Securities, each Issuer shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in such Issuer's most recent report
required to be filed and filed pursuant to Section 13 or Section 15(d) of the
Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require either Issuer to register any of its securities under any
section of the Exchange Act.

                  SECTION 8. Miscellaneous

                  (a)      No Conflicting Agreements. The Issuers are not, as of
the date hereof, a party to, nor shall it, on or after the date of this
Agreement, enter into, any agreement with respect to the Issuers' securities
that conflicts with the rights granted to the Holders of Registrable Securities
in this Agreement. Each Issuer represents and warrants that the rights granted
to the Holders of Registrable Securities hereunder do not in any way conflict
with the rights granted to the holders of such Issuer's securities under any
other agreements.

                  (b)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Issuers have obtained the written
consent of Holders of a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Notes or Semi-annual Coupon
Notes deemed to be the Holders, for purposes of this Section, of the number of
outstanding shares of Underlying Common Stock into which such Notes or
Semi-annual Coupon Notes are or would be convertible or exchangeable as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement; provided that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

                  (c)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
by telecopier, by courier guaranteeing overnight delivery or by first-class
mail, return receipt requested, and shall be deemed given (i) when made, if made
by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1)

                                       19

<PAGE>

Business Day after being deposited with such courier, if made by overnight
courier, or (iv) on the date indicated on the notice of receipt, if made by
first-class mail, to the parties as follows:

                  if to a Holder of Registrable Securities that is not a Notice
Holder, at the address for such Holder then appearing in the Registrar (as
defined in the Indenture);

                  if to a Notice Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;

                  if to the Issuers, to:

                           America West Airlines, Inc.
                           4000 East Sky Harbor Boulevard
                           Phoenix, Arizona  85034
                           Telephone No. (480) 693-0800
                           Facsimile No. (480) 693-5155
                           Attention:  General Counsel

                  with a copy to:

                           Cooley Godward LLP
                           One Maritime Plaza, 20th Floor
                           San Francisco, CA 94111-3580
                           Telephone No. (415) 693-2000
                           Facsimile No. (415) 951-3699
                           Attention:  Samuel M. Livermore

                  and

                  if to the Initial Purchasers, to:

                           Merrill Lynch & Co.,
                           4 World Financial Center, North Tower
                           New York, New York  10080
                           Attention:  Syndicate Department
                           Telecopier:  (212) 738-1069

                  with a copy to:

                           Shearman & Sterling LLP
                           1080 Marsh Road
                           Menlo Park CA 94025
                           Attention:  James B. Bucher
                           Telecopier:  (650) 838-3737

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

                                       20

<PAGE>

                  (d)      Approval of Holders. Whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Issuers or their Affiliates (other
than the Initial Purchasers or subsequent Holders of Registrable Securities if
such subsequent Holders are deemed to be such affiliates solely by reason of
their holdings of such Registrable Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto and, without requiring any express assignment, shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities.

                  (f)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.

                  (g)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE TATE OF NEW YORK.

                  (i)      Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and
privileges of the parties hereto shall be enforceable to the fullest extent
permitted by law. Notwithstanding anything to the contrary herein, and for the
avoidance of doubt: (a) this Agreement shall be deemed to be (i) a separate
severable agreement between the Company and the Initial Purchasers, and (ii) a
separate severable agreement between the Guarantor and the Initial Purchasers;
(b) nothing herein shall constitute a contract or agreement by the Company with
or for the benefit of the Guarantor; and (c) neither the Guarantor nor the
Company shall have third party beneficiary rights in respect of their separate
agreements with the Initial Purchasers.

                  (j)      Entire Agreement. This Agreement is intended by the
parties hereto as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by each Issuer with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Issuers with respect to the Registrable Securities. This

                                       21

<PAGE>

Agreement supersedes all prior agreements and undertakings among the parties
hereto with respect to such registration rights.

                  (k)      Termination. This Agreement and the obligations of
the parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.

                                       22

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.

                                       Very truly yours,

                                       AMERICA WEST AIRLINES, INC.
                                       as Issuer

                                       By:  /s/ Derek J. Kerr
                                            -----------------------------------
                                             Name: Derek J. Kerr
                                             Title: Chief Financial Officer

                                       AMERICA WEST HOLDINGS CORPORATION
                                       as Guarantor

                                       By:  /s/ Derek J. Kerr
                                            ------------------------------------
                                             Name: Derek J. Kerr
                                             Title: Chief Financial Officer

<PAGE>

CONFIRMED AND ACCEPTED as of
the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:  /s/ George Ackert
     ----------------------------------
     Name: George Ackert
     Title: Director

For itself and the other Initial Purchaser named in Schedule A to the Purchase
Agreement.