<PAGE>

                                                                     EXHIBIT 4.1

--------------------------------------------------------------------------------

                          AMERICA WEST AIRLINES, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                                   As Trustee

                            Senior Exchangeable Notes
                                    due 2023

--------------------------------------------------------------------------------

                                    INDENTURE

                            Dated as of July 30, 2003

--------------------------------------------------------------------------------

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA SECTION                                                        INDENTURE SECTION
<S>                                                                <C>
310(a)(1)...................................................       7.10
   (a)(2)...................................................       7.10
   (a)(3)...................................................       N.A.
   (a)(4)...................................................       N.A.
   (b)......................................................       7.08; 7.10
   (c)......................................................       N.A.
311(a)......................................................       7.11
   (b)......................................................       7.11
   (c)......................................................       N.A.
312(a)......................................................       2.05
   (b)......................................................       14.03
   (c)......................................................       14.03
313(a)......................................................       7.06
   (b)(1)...................................................       N.A.
   (b)(2)...................................................       7.06
   (c)......................................................       14.02
   (d)......................................................       7.06
314(a)......................................................       4.02; 4.03; 14.02
   (b)......................................................       N.A.
   (c)(1)...................................................       14.04
   (c)(2)...................................................       14.04
   (c)(3)...................................................       N.A.
   (d)......................................................       N.A.
   (e)......................................................       14.05
   (f)......................................................       N.A.
315(a)......................................................       7.01
   (b)......................................................       7.05; 14.02
   (c)......................................................       7.01
   (d)......................................................       7.01
   (e)......................................................       6.11
316(a)(last sentence).......................................       2.08
   (a)(1)(A)................................................       6.05
   (a)(1)(B)................................................       6.04
   (a)(2)...................................................       N.A.
   (b)......................................................       6.07
317(a)(1)...................................................       6.08
   (a)(2)...................................................       6.09
   (b)......................................................       2.04
318(a) .....................................................       14.01
</TABLE>

*Note: this Cross Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               PAGE
<S>                                                                                            <C>
                                         Table of Contents

                                             ARTICLE 1
                            DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01     Definitions.................................................................    1
SECTION 1.02     Other Definitions...........................................................    7
SECTION 1.03     Incorporation by Reference of Trust Indenture Act...........................    8
SECTION 1.04     Rules of Construction.......................................................    8
SECTION 1.05     Acts of Holders.............................................................    8

                                             ARTICLE 2
                                          THE SECURITIES

SECTION 2.01     Form and Dating.............................................................    9
SECTION 2.02     Execution and Authentication................................................   11
SECTION 2.03     Registrar and Paying Agent..................................................   12
SECTION 2.04     Paying Agent to Hold Money and Securities in Trust..........................   12
SECTION 2.05     Securityholder Lists........................................................   13
SECTION 2.06     Transfer and Exchange.......................................................   13
SECTION 2.07     Replacement Securities......................................................   15
SECTION 2.08     Outstanding Securities; Determinations of Holders' Action...................   15
SECTION 2.09     Temporary Securities........................................................   16
SECTION 2.10     Cancellation................................................................   16
SECTION 2.11     Persons Deemed Owners.......................................................   17
SECTION 2.12     Global Securities...........................................................   17
SECTION 2.13     CUSIP Numbers...............................................................   21

                                             ARTICLE 3
                                     REDEMPTION AND PURCHASES

SECTION 3.01     Right to Redeem; Notices to Trustee.........................................   22
SECTION 3.02     Selection of Securities to Be Redeemed......................................   22
SECTION 3.03     Notice of Redemption........................................................   22
SECTION 3.04     Effect of Notice of Redemption..............................................   23
SECTION 3.05     Deposit of Redemption Price.................................................   24
SECTION 3.06     Securities Redeemed in Part.................................................   24
SECTION 3.07     Exchange Arrangement on Call for Redemption.................................   24
SECTION 3.08     Purchase of Securities at Option of the Holder..............................   24
SECTION 3.09     Purchase of Securities at Option of the Holder upon Change of Control.......   29
SECTION 3.10     Effect of Purchase Notice or Change of Control Purchase Notice..............   32
SECTION 3.11     Deposit of Purchase Price or Change of Control Purchase Price...............   34
SECTION 3.12     Securities Purchased in Part................................................   34
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                             <C>
SECTION 3.13     Repayment to the Company....................................................   34

                                             ARTICLE 4
                                             COVENANTS

SECTION 4.01     Payment of Securities.......................................................   35
SECTION 4.02     SEC and Other Reports.......................................................   35
SECTION 4.03     Compliance Certificates.....................................................   35
SECTION 4.04     Further Instruments and Acts................................................   36
SECTION 4.05     Maintenance of Office or Agency.............................................   36
SECTION 4.06     Delivery of Certain Information.............................................   36
SECTION 4.07     Limitation on Guarantees of Indebtedness by Subsidiaries....................   36
SECTION 4.08     Covenant to Comply with Securities Laws upon Purchase of Securities.........   36

                                             ARTICLE 5
                                       SUCCESSOR CORPORATION

SECTION 5.01     When Company May Merge or Transfer Assets...................................   37

                                             ARTICLE 6
                                       DEFAULTS AND REMEDIES

SECTION 6.01     Events of Default...........................................................   38
SECTION 6.02     Acceleration................................................................   40
SECTION 6.03     Other Remedies..............................................................   40
SECTION 6.04     Waiver of Past Defaults.....................................................   41
SECTION 6.05     Control by Majority.........................................................   41
SECTION 6.06     Limitation on Suits.........................................................   41
SECTION 6.07     Rights of Holders to Receive Payment........................................   42
SECTION 6.08     Collection Suit by Trustee..................................................   42
SECTION 6.09     Trustee May File Proofs of Claim............................................   42
SECTION 6.10     Priorities..................................................................   43
SECTION 6.11     Undertaking for Costs.......................................................   43
SECTION 6.12     Waiver of Stay, Extension or Usury Laws.....................................   43

                                             ARTICLE 7
                                              TRUSTEE

SECTION 7.01     Duties of Trustee...........................................................   44
SECTION 7.02     Rights of Trustee...........................................................   45
SECTION 7.03     Individual Rights of Trustee................................................   47
SECTION 7.04     Trustee's Disclaimer........................................................   47
SECTION 7.05     Notice of Defaults..........................................................   47
SECTION 7.06     Reports by Trustee to Holders...............................................   47
SECTION 7.07     Compensation and Indemnity..................................................   47
SECTION 7.08     Replacement of Trustee......................................................   48
SECTION 7.09     Successor Trustee by Merger.................................................   49
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                             <C>
SECTION 7.10     Eligibility; Disqualification...............................................   49
SECTION 7.11     Preferential Collection of Claims Against Company...........................   49

                                             ARTICLE 8
                                      DISCHARGE OF INDENTURE

SECTION 8.01     Discharge of Liability on Securities........................................   49
SECTION 8.02     Repayment to the Company....................................................   50

                                             ARTICLE 9
                                            AMENDMENTS

SECTION 9.01     Without Consent of Holders..................................................   50
SECTION 9.02     With Consent of Holders.....................................................   51
SECTION 9.03     Compliance with Trust Indenture Act.........................................   52
SECTION 9.04     Revocation and Effect of Consents, Waivers and Actions......................   52
SECTION 9.05     Notation on or Exchange of Securities.......................................   52
SECTION 9.06     Trustee to Sign Supplemental Indentures.....................................   52
SECTION 9.07     Effect of Supplemental Indentures...........................................   52
SECTION 9.08     Waiver by Majority of Holders...............................................   53

                                            ARTICLE 10
                                   SPECIAL TAX EVENT CONVERSION

SECTION 10.01    Optional Exchange to Semiannual Coupon Note upon Tax Event..................   53

                                            ARTICLE 11
                                             EXCHANGE

SECTION 11.01    Exchange Privilege..........................................................   53
SECTION 11.02    Company's Right to Elect to Pay Cash or Common Stock........................   54

                                            ARTICLE 12
                                        PAYMENT OF INTEREST

SECTION 12.01    Interest Payments...........................................................   54
SECTION 12.02    Defaulted Interest..........................................................   54
SECTION 12.03    Interest Rights Preserved...................................................   55

                                            ARTICLE 13
                                            GUARANTEES

SECTION 13.01    Guarantees..................................................................   56
SECTION 13.02    Future Subsidiaries.........................................................   56
SECTION 13.03    Release of the Guarantor....................................................   56

                                            ARTICLE 14
                                           MISCELLANEOUS
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                             <C>
SECTION 14.01    Trust Indenture Act Controls................................................   57
SECTION 14.02    Notices.....................................................................   57
SECTION 14.03    Communication by Holders with Other Holders.................................   58
SECTION 14.04    Certificate and Opinion as to Conditions Precedent..........................   58
SECTION 14.05    Statements Required in Certificate or Opinion...............................   58
SECTION 14.06    Separability Clause.........................................................   59
SECTION 14.07    Rules by Trustee, Paying Agent, Exchange Agent and Registrar................   59
SECTION 14.08    Calculations................................................................   59
SECTION 14.09    Legal Holidays..............................................................   59
SECTION 14.10    Governing Law...............................................................   59
SECTION 14.11    No Recourse Against Others..................................................   59
SECTION 14.12    Successors..................................................................   59
SECTION 14.13    Multiple Originals..........................................................   59
</TABLE>

                                      -iv-
<PAGE>

                  INDENTURE dated as of July 30, 2003 by and between AMERICA
WEST AIRLINES, INC., a Delaware corporation (the "COMPANY") and U.S. BANK
NATIONAL ASSOCIATION, a national banking association (the "TRUSTEE").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company has duly authorized the creation of an
issue of Senior Exchangeable Notes due 2023 (the "SECURITIES") having the terms,
tenor, amount and other provisions hereinafter set forth, and, to provide
therefor, the Company has duly authorized the execution and delivery of this
Indenture.

                  WHEREAS, on the date hereof, America West Holdings
Corporation, a Delaware corporation ("HOLDINGS"), and the Trustee have entered
into a guarantee and exchange agreement dated as of even date herewith (the
"EXCHANGE AGREEMENT") that provides for (i) the unconditional and irrevocable
guarantee by the Guarantors (as defined therein) of the Guarantee Obligations
(as defined therein) and (ii) the appointment by Holdings of the Trustee to act
as exchange agent.

                  WHEREAS, all things necessary to make the Securities, when the
Securities are duly executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations of the Company,
and to make this Indenture a valid and binding agreement of the Company, in
accordance with their and its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01     Definitions.

                  "144A Global Security" means a permanent Global Security in
the form of the Security attached hereto as Exhibit A-1, and that is deposited
with and registered in the name of the Depositary or held by the Trustee
pursuant to the FAST Balance Certificate Agreement between the Trustee and DTC,
representing Securities sold in reliance on Rule 144A under the Securities Act.

                  "Affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

<PAGE>

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

                  "Average Sale Price" means the average of the Sale Prices of
the Common Stock for the shortest of

                  (1)      30 consecutive trading days ending on the last full
         trading day prior to the Time of Determination with respect to the
         rights, warrants or options or distribution in respect of which the
         Average Sale Price is being calculated, or

                  (2)      the period (x) commencing on the date next succeeding
         the first public announcement of (a) the issuance of rights, warrants
         or options or (b) the distribution, in each case, in respect of which
         the Average Sale Price is being calculated and (y) proceeding through
         the last full trading day prior to the Time of Determination with
         respect to the rights, warrants or options or distribution in respect
         of which the Average Sale Price is being calculated (excluding days
         within such period, if any, which are not trading days), or

                  (3)      the period, if any, (x) commencing on the date next
         succeeding the Ex-Dividend Time with respect to the next preceding (a)
         issuance of rights, warrants or options or (b) distribution, in each
         case, for which an adjustment is required by the provisions of Sections
         7.06(c), 7.07, and 7.08 of the Exchange Agreement and (y) proceeding
         through the last full trading day prior to the Time of Determination
         with respect to the rights, warrants or options or distribution in
         respect of which the Average Sale Price is being calculated (excluding
         days within such period, if any, which are not trading days).

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of such board.

                  "Business Day" means each day of the year other than a
Saturday or a Sunday or other day on which banking institutions in The City of
New York or the city in which the Corporate Trust Office is located are required
or authorized to close.

                  "Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock or other equity issued
by that corporation.

                  "Certificated Securities" means any of the Securities that are
in the form of the Security attached hereto as Exhibit A-3.

                  "Common Stock" shall mean the shares of Class B Common Stock,
$0.01 par value, of Holdings as it exists on the date of this Indenture or any
other shares of Capital Stock of Holdings into which the Common Stock shall be
reclassified or changed.

                                      -2-
<PAGE>

                  "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any Officer.

                  "Corporate Trust Office" means an office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 180 East Fifth Street, St. Paul,
Minnesota 55101, or such other address as the Trustee may designate from time to
time by notice to the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Company). Effective August 11, 2003, the
address will be 60 Livingston Avenue, St. Paul, Minnesota 55107.

                  "Debt" means with respect to the Company or the Guarantor, as
applicable, at any date, without duplication, obligations (other than
nonrecourse obligations) for borrowed money or evidenced by bonds, debentures,
notes or similar instruments.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "domestic Subsidiary" means any Subsidiary that was formed
under the laws of the United States or any state or political subdivision
thereof or the District of Columbia.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Agent" shall have the meaning set forth in Section
2.03 of this Indenture.

                  "Exchange Date" shall have the meaning assigned thereto
pursuant to the Exchange Agreement.

                  "Exchange Rate" shall have the meaning assigned thereto
pursuant to the Exchange Agreement.

                  "Global Securities" means any of the Securities that are in
the form of the Security attached hereto as Exhibit A-1, and to the extent that
such Securities are required to bear the Legend required by Section 2.06, such
Securities will be in the form of a 144A Global Security.

                  "guarantee" shall have the meaning assigned thereto pursuant
to the Exchange Agreement.

                  "Guarantee" shall have the meaning assigned thereto pursuant
to the Exchange Agreement and in the Form of Guaranty attached as Exhibit A-2
hereof.

                                      -3-
<PAGE>

                  "Guarantors" shall have the meaning assigned thereto pursuant
to the Exchange Agreement and the meaning assigned thereto in Section 13.02
hereof.

                  "Holder" or "Securityholder" means a person in whose name a
Security is registered on the Registrar's books.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof, including the provisions
of the TIA that are deemed to be a part hereof.

                  "Institutional Accredited Investor Security" means a Security
in the form of the Security attached hereto as Exhibit A-3, representing
Securities sold to Institutional Accredited Investors.

                  "Issue Date" of any Security means the date on which the
Security was originally issued or deemed issued as set forth on the face of the
Security.

                  "Issue Price" of any Security means, in connection with the
original issuance of such Security, the initial issue price at which the
Security is sold as set forth on the face of the Security.

                  "Market Price" shall have the meaning assigned thereto
pursuant to the Exchange Agreement.

                  "Officer" means the Chairman of the Board, the Vice Chairman,
the Chief Executive Officer, the President, any Executive Vice President, any
Vice President, any Vice President, the Treasurer, the Comptroller, the Chief
Financial Officer, the Controller or the Secretary of the Company.

                  "Officer's Certificate" means a written certificate containing
the information specified in Sections 14.04 and 14.05, signed in the name of the
Company by any Officer, and delivered to the Trustee. An Officer's Certificate
given pursuant to Section 4.03 shall be signed by the principal executive
financial or accounting Officer of the Company but need not contain the
information specified in Sections 14.04 and 14.05.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 14.04 and 14.05, from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of, or
counsel to, the Company or the Trustee.

                  "Original Issue Discount" of any Security means the difference
between the Issue Price and the Principal Amount at Maturity of the Security as
set forth on the face of the Security, which shall accrue as set forth in the
form of Security.

                  "Paying Agent" shall have the meaning set forth in section
2.03 of this Indenture.

                  "person" or "Person" means any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or any agency or
political subdivision thereof.

                                      -4-
<PAGE>

                  "Principal Amount at Maturity" of a Security means the
principal amount at maturity as set forth on the face of the Security.

                  "Redemption Date" or "redemption date" means the date
specified for redemption of the Securities in accordance with the terms of the
Securities and this Indenture.

                  "Redemption Price" or "redemption price" shall have the
meaning set forth in paragraph 5 of the Securities.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who, in each case, shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A-1
and A-3 of this Indenture.

                  "Rule 144" means Rule 144 under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.

                  "Sale Price" of Capital Stock on any date means (a) the
closing per share sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date as reported
on the principal United States securities exchange on which the Capital Stock is
traded or, if the Capital Stock is not listed on a United States national or
regional securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System or by the National Quotation
Bureau Incorporated or (b) in the absence of such quotation, such price as the
Company shall determine on the basis of such quotations as the Company considers
appropriate.

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

                  "Securities" means any of the Company's Senior Exchangeable
Notes due 2023, as amended or supplemented from time to time, issued under this
Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securityholder" or "Holder" means a person in whose name a
Security is registered on the Registrar's books.

                  "Significant Subsidiary", as such term is defined in Rule 1-02
of Regulation S-X under the Securities Act.

                                      -5-
<PAGE>

                  "Special Record Date" means, with respect to the payment of
any Defaulted Interest, the date fixed by the Trustee pursuant to Section 12.02.

                  "Stated Maturity", when used with respect to any Security,
means the date specified in such Security as the fixed date on which an amount
equal to the Principal Amount at Maturity of such Security is due and payable.

                  "Subsidiary" means (i) a corporation, a majority of whose
Capital Stock with voting power, under ordinary circumstances, to elect
directors is, at the date of determination, directly or indirectly owned by the
Company, by one or more Subsidiaries of the Company or by the Company and one or
more Subsidiaries of the Company, (ii) a partnership in which the Company or a
Subsidiary of the Company holds a majority interest in the equity capital or
profits of such partnership, or (iii) any other person (other than a corporation
or a partnership) in which the Company, a Subsidiary of the Company or the
Company and one or more Subsidiaries of the Company, directly or indirectly, at
the date of determination, have (x) at least a majority ownership interest or
(y) the power to elect or direct the election of a majority of the directors or
other governing body of such person.

                  "Tax Event" means that the Company shall have received an
opinion from independent tax counsel experienced in such matters to the effect
that, on or after July 30, 2003, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application (including through litigation or a settlement
involving the Company) of such laws or regulations by any legislative body,
court, governmental agency or regulatory authority, in each case which amendment
or change is enacted, promulgated, issued or announced or which interpretation
is issued or announced or which action is taken, on or after July 30, 2003,
there is more than an insubstantial risk that interest (including accrued
Original Issue Discount) payable on the Securities either (i) would not be
deductible on a current accrual basis or (ii) would not be deductible under any
other method, in either case in whole or in part, by the Company (by reason of
deferral, disallowance, or otherwise) for United States federal income tax
purposes.

                  "TIA" means the Trust Indenture Act of 1939 as in effect on
the date of this Indenture, provided, however, that in the event the TIA is
amended after such date, TIA means, to the extent required by any such
amendment, the TIA as so amended.

                  "Time of Determination" shall have the meaning assigned
thereto in the Exchange Agreement.

                  "trading day" means a day during which trading in securities
generally occurs on the New York Stock Exchange or, if the Common Stock is not
listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the Common Stock is then listed or, if the
Common Stock is not listed on a national or regional securities exchange, on the
National Association of Securities Dealers Automated Quotation System or, if the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Stock is then traded.

                                      -6-
<PAGE>

                  "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

                  SECTION 1.02     Other Definitions.

<TABLE>
<CAPTION>
                                                                          Defined in
Term                                                                       Section
----                                                                       -------
<S>                                                                       <C>
"Act"..................................................................   1.05(a)
"Agent Members"........................................................   2.12(f)
"Bankruptcy Law".......................................................   6.01
"cash".................................................................   3.08(b)
"Change of Control"....................................................   3.09(a)
"Change of Control Purchase Date"......................................   3.09(a)
"Change of Control Purchase Notice"....................................   3.09(c)
"Change of Control Purchase Price".....................................   3.09(a)
"Company Notice".......................................................   3.08(d)
"Company Notice Date"..................................................   3.08(c)
"Exchange Agent".......................................................   2.03
"Custodian"............................................................   6.01
"Defaulted Interest"...................................................   12.02
"Depositary"...........................................................   2.01(a)
"DTC"..................................................................   2.01(a)
"Event of Default".....................................................   6.01
"Holdings Option"......................................................   3.08(a)
"Institutional Accredited Investors"...................................   2.01(b)
"Interest Payment Date"................................................   10.01
"Legal Holiday"........................................................   14.09
"Legend"...............................................................   2.06(f)
"Notice of Default"....................................................   6.01
"Option Exercise Date".................................................   10.01
"Paying Agent".........................................................   2.03
"Protected Purchaser"..................................................   2.07
"Purchase Date"........................................................   3.08(a)
"Purchase Notice"......................................................   3.08(a)
"Purchase Price".......................................................   3.08(a)
"QIBs".................................................................   2.01(a)
"Registrar"............................................................   2.03
"Regular Record Date"..................................................   10.01
"Restated Principal Amount"............................................   10.01

"Rule 144A Information"................................................   4.06
"Special Record Date"..................................................   12.02
"Tax Event Date".......................................................   10.01
</TABLE>

                                      -7-
<PAGE>

                  SECTION 1.03     Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

                  SECTION 1.04     Rules of Construction. Unless the context
otherwise requires:

                  (1)      a defined term has the meaning assigned to it;

                  (2)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with United States generally
         accepted accounting principles as in effect from time to time;

                  (3)      "or" is not exclusive;

                  (4)      "including" means including, without limitation; and

                  (5)      words in the singular include the plural, and words
         in the plural include the singular.

                  SECTION 1.05     Acts of Holders.

                  (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments (which
may take the form of an electronic writing or messaging or otherwise be in
accordance with customary procedures of the Depositary or the Trustee) of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing (which may be in electronic form); and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, when it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein

                                      -8-
<PAGE>

sometimes referred to as the "ACT" of Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent (either of which may be in electronic form) shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution (or electronic delivery) or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing or delivering such instrument or writing
acknowledged to such officer the execution (or electronic delivery) thereof.
When such execution is by a signer acting in a capacity other than such signer's
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer's authority. The fact and date of the execution
of any such instrument or writing (electronic or otherwise), or the authority of
the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

                  (c)      The ownership of Securities shall be proved by the
register maintained by the Registrar.

                  (d)      Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

                  (e)      If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture within six months after the record date.

                                   ARTICLE 2

                                 THE SECURITIES

                  SECTION 2.01     Form and Dating. The Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibits A-1 and A-3, which are

                                      -9-
<PAGE>

a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company). The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication.

                  (a)      144A Global Securities. Securities offered and sold
within the United States to "qualified institutional buyers" as defined in Rule
144A ("QIBs") in reliance on Rule 144A shall be issued initially in the form of
a 144A Global Security, which shall be deposited with the Trustee at its
Corporate Trust Office, as custodian for the Depositary, and registered in the
name of The Depository Trust Company ("DTC") or the nominee thereof (such
depositary, or any successor thereto, and any such nominee being hereinafter
referred to as the "DEPOSITARY"), duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate Principal Amount at
Maturity of the 144A Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
as hereinafter provided.

                  (b)      Institutional Accredited Investor Securities. Except
as provided in this Section 2.01 or Section 2.06 or 2.12, owners of beneficial
interests in Global Securities will not be entitled to receive physical delivery
of Certificated Securities. Securities offered and sold within the United States
to institutional "accredited investors" as defined in Rule 501(a)(1), (2) (3)
and (7) under the Securities Act ("INSTITUTIONAL ACCREDITED INVESTORS") shall be
issued initially in the form of an Institutional Accredited Investor Security,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.

                  (c)      Global Securities in General. Each Global Security
shall represent such of the outstanding Securities as shall be specified therein
and each shall provide that it shall represent the aggregate Principal Amount at
Maturity of outstanding Securities from time to time endorsed thereon and that
the aggregate Principal Amount at Maturity of outstanding Securities represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions and conversions.

                  Any adjustment of the aggregate Principal Amount at Maturity
of a Global Security to reflect the amount of any increase or decrease in the
Principal Amount at Maturity of outstanding Securities represented thereby shall
be made by the Trustee in accordance with instructions given by the Holder
thereof as required by Section 2.12 hereof and shall be made on the records of
the Trustee and the Depositary.

                  (d)      Book-Entry Provisions. This Section 2.01(d) shall
apply only to Global Securities deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions or held by the Trustee as custodian for such Depositary and (c)
shall bear legends substantially to the following effect:

                                      -10-
<PAGE>

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
         ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
         WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
         TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
         PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE
         INDENTURE REFERRED TO ON THE REVERSE HEREOF."

                  (e)      Certificated Securities. Securities not issued as
interests in the Global Securities will be issued in certificated form
substantially in the form of Exhibit A-3 attached hereto.

                  (f)      U.S. Tax Legend. All Securities shall bear the
following legend:

         "THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF
         SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE
         OF 1986, AS AMENDED. THE ISSUE PRICE OF THIS NOTE WAS $343.61 PER
         $1,000 OF PRINCIPAL AMOUNT AT MATURITY; THE AMOUNT OF ORIGINAL ISSUE
         DISCOUNT, INCLUDING CASH INTEREST PAYABLE THROUGH JULY 30, 2008 TAXABLE
         AS ORIGINAL ISSUE DISCOUNT UNDER TREASURY REGULATION SECTION 1.1273-1,
         IS $780.95 PER $1,000 OF PRINCIPAL AMOUNT AT MATURITY; THE ISSUE DATE
         IS JULY 30, 2003; AND THE YIELD TO MATURITY FOR THE PURPOSES OF
         ACCRUING TAX ORIGINAL ISSUE DISCOUNT IS 7.25% PER ANNUM, CALCULATED ON
         A SEMIANNUAL BOND EQUIVALENT BASIS."

                  SECTION 2.02     Execution and Authentication. The Securities
shall be executed on behalf of the Company by any Officer. The signature of the
Officer on the Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of an
individual who was at the time of the execution of the Securities the proper
Officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the

                                      -11-
<PAGE>

authentication and delivery of such Securities or did not hold such office at
the date of authentication of such Securities.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
signatory of the Trustee and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.

                  The Trustee shall authenticate and deliver Securities for
original issue in an aggregate Principal Amount at Maturity of up to
$261,925,000 upon a Company Order without any further action by the Company. The
aggregate Principal Amount at Maturity of Securities outstanding at any time may
not exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.07.

                  The Securities shall be issued only in registered form without
coupons and only in denominations of $1,000 of Principal Amount at Maturity and
any integral multiple thereof.

                  SECTION 2.03     Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange ("REGISTRAR"), and an office or agency where
Securities may be presented for purchase or payment ("PAYING AGENT") and
pursuant to the Exchange Agreement, Holdings shall appoint an exchange agent
("EXCHANGE AGENT") and shall maintain an office or agency where Securities may
be presented for exchange. The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may have one or more
co-registrars, one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent, including any named pursuant to Section
4.05.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or co-registrar or Paying Agent (other than the Trustee). The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall notify the Trustee of the name and address of any such
agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate of
either of them may act as Paying Agent, Registrar or co-registrar.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securities.

                  SECTION 2.04     Paying Agent to Hold Money and Securities in
Trust. Except as otherwise provided herein, not later than 11:30 a.m., New York
City time, on each due date of payments in respect of any Security, the Company
shall deposit with the Paying Agent a sum of money (in immediately available
funds if deposited on the due date) sufficient to make such payments when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent for
the making of payments

                                      -12-
<PAGE>

in respect of the Securities and shall notify the Trustee of any default by the
Company in making any such payment. At any time during the continuance of any
such default, the Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all money so held in trust. If the Company, a
Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by it. Upon doing
so, the Paying Agent shall have no further liability for the money.

                  SECTION 2.05     Securityholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders. If the Trustee is
not the Registrar, the Company shall cause to be furnished to the Trustee at
least semiannually on June 1 and December 1 a listing of Securityholders dated
within 15 days of the date on which the list is furnished and at such other
times as the Trustee may request in writing a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Securityholders.

                  SECTION 2.06     Transfer and Exchange. Subject to Section
 2.12 hereof,

                  (a)      Upon surrender for registration of transfer of any
Security, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder's attorney
duly authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.03, the Company shall execute,
and the Trustee upon receipt of a Company Order shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount at Maturity. The Company shall not charge a service charge for
any registration of transfer or exchange, but the Company may require payment of
a sum sufficient to pay all taxes, assessments or other governmental charges
that may be imposed in connection with the registration of transfer or exchange
of the Securities from the Securityholder requesting such registration of
transfer or exchange.

                  At the option of the Holder, Certificated Securities may be
exchanged for other Securities of any authorized denomination or denominations,
of a like aggregate Principal Amount at Maturity, upon surrender of the
Securities to be exchanged, together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Securityholder or such
Securityholder's attorney duly authorized in writing, at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee upon receipt of a Company Order shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

                  The Company shall not be required to make, and the Registrar
need not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities in respect of which a Purchase Notice or
Change of Control Purchase Notice has been given and not withdrawn by the Holder
thereof in accordance with the terms of this Indenture (except, in the case of

                                      -13-
<PAGE>

Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

                  (b)      Notwithstanding any provision to the contrary herein,
so long as a Global Security remains outstanding and is held by or on behalf of
the Depositary, transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.12 and this Section 2.06(b). Transfers of
a Global Security shall be limited to transfers of such Global Security in
whole, or in part, to nominees of the Depositary or to a successor of the
Depositary or such successor's nominee.

                  (c)      Successive registrations and registrations of
transfers and exchanges as aforesaid may be made from time to time as desired,
and each such registration shall be noted on the register for the Securities.

                  (d)      Any Registrar appointed pursuant to Section 2.03
hereof shall provide to the Trustee such information as the Trustee may
reasonably require in connection with the delivery by such Registrar of
Securities upon registration of transfer or exchange of Securities.

                  (e)      No Registrar shall be required to make registrations
of transfer or exchange of Securities during any periods designated in the text
of the Securities or in this Indenture as periods during which such registration
of transfers and exchanges need not be made.

                  (f)      If Securities are issued upon the registration of
transfer, exchange or replacement of Securities subject to restrictions on
transfer and bearing the legends set forth on the form of Security attached
hereto as Exhibits A-1 and A-3 setting forth such restrictions (collectively,
the "LEGEND"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an Opinion of Counsel, as may be
reasonably required by the Company and the Registrar, that neither the Legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 or that
such Securities are not "restricted" within the meaning of Rule 144. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
upon receipt of a Company Order, shall authenticate and deliver a Security that
does not bear the Legend. If the Legend is removed from the face of a Security
and the Security is subsequently held by an Affiliate of the Company, the
Company shall use its reasonable best efforts to reinstate the Legend.

                  The Trustee and the Registrar shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between or
among Depositary participants or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

                                      -14-
<PAGE>

                  SECTION 2.07     Replacement Securities. If (a) any mutilated
Security is surrendered to the Trustee, or (b) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser within the meaning of Article 8 of the Uniform
Commercial Code (a "PROTECTED PURCHASER"), the Company shall execute and upon
receipt of a Company Order, the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and Principal Amount at
Maturity, bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, or is about to be purchased by
the Company pursuant to Article 3 hereof, the Company in its discretion may,
instead of issuing a new Security, pay or purchase such Security, as the case
may be.

                  Upon the issuance of any new Securities under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security issued pursuant to this Section in lieu of
any mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

                  SECTION 2.08     Outstanding Securities; Determinations of
Holders' Action. Securities outstanding at any time are all the Securities
authenticated by the Trustee, except for those cancelled by it, those paid
pursuant to Section 2.10 and delivered to it for cancellation and those
described in this Section 2.08 as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
Principal Amount at Maturity of Securities have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Subject to the
foregoing, only Securities outstanding at the time of such determination shall
be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).

                                      -15-
<PAGE>

                  If a Security is replaced pursuant to Section 2.07, the
replaced Security ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to each of them that the replaced Security is held by
a Protected Purchaser unaware that such Security has been replaced, in which
case the replacement security shall be deemed not to be outstanding.

                  If the Paying Agent holds, in accordance with this Indenture,
on a Redemption Date, or on the Business Day following the Purchase Date or a
Change of Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change of Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount or cash interest on such
Securities shall cease to accrue; provided, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture.

                  If a Security is exchanged in accordance with Article 11, then
from and after the time of exchange on the Exchange Date, such Security shall
cease to be outstanding and Original Issue Discount or cash interest shall cease
to accrue on such Security.

                  SECTION 2.09     Temporary Securities. Pending the preparation
of definitive Securities, the Company may execute, and upon Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.03, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and upon Company Order the Trustee shall authenticate and deliver in exchange
therefor a like Principal Amount at Maturity of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

                  SECTION 2.10     Cancellation. All Securities surrendered for
payment, purchase by the Company pursuant to Article 3, exchange by Holdings,
redemption or registration of transfer or exchange shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has exchanged pursuant to Article
11. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted

                                      -16-
<PAGE>

by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee.

                  SECTION 2.11     Persons Deemed Owners. Prior to due
presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of the Security or the payment of any Redemption
Price, Purchase Price or Change of Control Purchase Price in respect thereof or
cash interest thereon, for the purpose of exchange and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

                  SECTION 2.12     Global Securities.

                  (a)      Notwithstanding any other provisions of this
Indenture or the Securities, (A) transfers of a Global Security, in whole or in
part, shall be made only in accordance with Section 2.06 and Section 2.12(a)(i),
(B) transfer of a beneficial interest in a Global Security for a Certificated
Security shall comply with Section 2.06 and Section 2.12(a)(ii) below, and (C)
transfers of a Certificated Security shall comply with Section 2.06 and Section
2.12(a)(iii) and Section 2.12(a)(iv) below.

                  (i)      Transfer of Global Security. A Global Security may
         not be transferred, in whole or in part, to any Person other than the
         Depositary or a nominee or any successor thereof, and no such transfer
         to any such other Person may be registered; provided that this Section
         2.12(a)(i) shall not prohibit any transfer of a Security that is issued
         in exchange for a Global Security but is not itself a Global Security.
         No transfer of a Security to any Person shall be effective under this
         Indenture or the Securities unless and until such Security has been
         registered in the name of such Person. Nothing in this Section
         2.12(a)(i) shall prohibit or render ineffective any transfer of a
         beneficial interest in a Global Security effected in accordance with
         the other provisions of this Section 2.12(a).

                  (ii)     Restrictions on Transfer of a Beneficial Interest in
         a Global Security for a Certificated Security. A beneficial interest in
         a Global Security may not be exchanged for a Certificated Security
         except upon satisfaction of the requirements set forth below. Upon
         receipt by the Trustee of a request for transfer of a beneficial
         interest in a Global Security in accordance with Applicable Procedures
         for a Certificated Security in the form satisfactory to the Trustee,
         together with:

                           (A)      so long as the Securities are Restricted
                  Securities, certification, in the form set forth in Exhibit
                  B-1, and, if requested by the Company or the Registrar,
                  certification in the form set forth in Exhibit B-2, that such
                  beneficial interest in the Global Security is being
                  transferred to an Institutional Accredited Investor that
                  satisfies the definitions set forth in subparagraph (a)(1),
                  (2), (3) or (7) of Rule 501 under the Securities Act;

                                      -17-
<PAGE>

                           (B)      written instructions to the Trustee to make,
                  or direct the Registrar to make, an adjustment on its books
                  and records with respect to such Global Security to reflect a
                  decrease in the aggregate Principal Amount at Maturity of the
                  Securities represented by the Global Security, such
                  instructions to contain information regarding the Depositary
                  account to be credited with such decrease; and

                           (C)      if the Company or Registrar so requests, an
                  Opinion of Counsel or other evidence reasonably satisfactory
                  to them as to the compliance with the restrictions set forth
                  in the Legend,

         then the Trustee shall cause, or direct the Registrar to cause, in
         accordance with the standing instructions and procedures existing
         between the Depositary and the Registrar, the aggregate Principal
         Amount at Maturity of Securities represented by the Global Security to
         be decreased by the aggregate Principal Amount at Maturity of the
         Certificated Security to be issued, shall authenticate and deliver such
         Certificated Security and shall instruct the Depositary to debit or
         cause to be debited to the account of the Person specified in such
         instructions a beneficial interest in the Global Security equal to the
         Principal Amount at Maturity of the Certificated Security so issued.

                  (iii)    Transfer and Exchange of Certificated Securities.
         When Certificated Securities are presented to the Registrar with a
         request:

                           (x)      to register the transfer of such
                  Certificated Securities; or

                           (y)      to exchange such Certificated Securities for
                  an equal Principal Amount at Maturity of Certificated
                  Securities of other authorized denominations,

         the Registrar shall register the transfer or make the exchange as
         requested if its reasonable requirements for such transaction are met;
         provided, however, that the Certificated Securities surrendered for
         registration of transfer or exchange:

                           (A)      shall be duly endorsed or accompanied by a
                  written instrument of transfer in form reasonably satisfactory
                  to the Company and the Registrar, duly executed by the Holder
                  thereof or his attorney duly authorized in writing; and

                           (B)      so long as such Securities are Restricted
                  Securities, such Securities are being transferred or exchanged
                  pursuant to an effective registration statement under the
                  Securities Act or, if being transferred pursuant to clause
                  (1), (2) or (3) below, are accompanied by the additional
                  information and documents specified in each clause, as
                  applicable:

                                    (1)      if such Certificated Securities are
                           being delivered to the Registrar by a Holder for
                           registration in the name of such Holder, without
                           transfer, a certification from such Holder to that
                           effect; or

                                      -18-
<PAGE>

                                    (2)      if such Certificated Securities are
                           being transferred to the Company, a certification to
                           that effect; or

                                    (3)      if such Certificated Securities are
                           being transferred pursuant to an exemption from
                           registration (i) a certification to that effect (in
                           the form set forth in Exhibit B-1 and B-2, if
                           applicable) and (ii) if the Company or Registrar so
                           requests, an Opinion of Counsel or other evidence
                           reasonably satisfactory to them as to the compliance
                           with the restrictions set forth in the Legend.

                  (iv)     Restrictions on Transfer of a Certificated Security
         for a Beneficial Interest in a Global Security. A Certificated Security
         may not be exchanged for a beneficial interest in a Global Security
         except upon satisfaction of the requirements set forth below. Upon
         receipt by the Trustee of a Certificated Security, duly endorsed or
         accompanied by appropriate instruments of transfer, in form
         satisfactory to the Trustee, together with:

                           (A)      so long as the Securities are Restricted
                  Securities, certification, in the form set forth in Exhibit
                  B-1, that such Certificated Security is being transferred to a
                  QIB in accordance with Rule 144A; and

                           (B)      written instructions directing the Trustee
                  to make, or to direct the Registrar to make, an adjustment on
                  its books and records with respect to such Global Security to
                  reflect an increase in the aggregate Principal Amount at
                  Maturity of the Securities represented by the Global Security,
                  such instructions to contain information regarding the
                  Depositary account to be credited with such increase,

         then the Trustee shall cancel such Certificated Security and cause, or
         direct the Registrar to cause, in accordance with the standing
         instructions and procedures existing between the Depositary and the
         Registrar, the aggregate Principal Amount at Maturity of Securities
         represented by the Global Security to be increased by the aggregate
         Principal Amount at Maturity of the Certificated Security to be
         exchanged, and shall instruct the Depositary to credit or cause to be
         credited to the account of the Person specified in such instructions a
         beneficial interest in the Global Security equal to the Principal
         Amount at Maturity of the Certificated Security so cancelled. If no
         Global Securities are then outstanding, the Company shall issue and the
         Trustee, upon receipt of a Company Order, shall authenticate a new
         Global Security in the appropriate Principal Amount at Maturity.

                  (b)      Subject to the succeeding paragraph, every Security
shall be subject to the restrictions on transfer provided in the Legend
including the requirement of the delivery of an Opinion of Counsel, if so
provided. Whenever any Restricted Security is presented or surrendered for
registration of transfer or for exchange for a Security registered in a name
other than that of the Holder, such Security must be accompanied by a
certificate in substantially the form set forth in Exhibit B-1, dated the date
of such surrender and signed by the Holder of such Security, as to compliance
with such restrictions on transfer. The Registrar shall not be required

                                      -19-
<PAGE>

to accept for such registration of transfer or exchange any Security not so
accompanied by a properly completed certificate.

                  (c)      The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 or, if earlier, upon the
expiration of the holding period applicable to sales thereof under paragraph (k)
of Rule 144. Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144, by an opinion of counsel having substantial experience in
practice under the Securities Act and otherwise reasonably acceptable to the
Company, addressed to the Company, the Trustee and the Registrar and in form
acceptable to the Company, to the effect that the transfer of such Security has
been made in compliance with Rule 144), be exchanged for a new Security, of like
tenor and aggregate Principal Amount at Maturity, which shall not bear the
restrictive Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the Securities under the Securities
Act. The Trustee and the Registrar shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the aforementioned
opinion of counsel or registration statement.

                  (d)      As used in the preceding two paragraphs of this
Section 2.12, the term "TRANSFER" encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Security.

                  (e)      The provisions of clauses (1), (2), (3), (4) and (5)
below shall apply only to Global Securities:

                  (1)      Notwithstanding any other provisions of this
         Indenture or the Securities, except as provided in Section 2.12(a)(ii),
         a Global Security shall not be exchanged in whole or in part for a
         Security registered in the name of any Person other than the Depositary
         or one or more nominees thereof, provided that a Global Security may be
         exchanged for Securities registered in the names of any person
         designated by the Depositary in the event that (i) the Depositary has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or such Depositary has ceased to be
         a "CLEARING AGENCY" registered under the Exchange Act, and a successor
         Depositary is not appointed by the Company within 90 days; (ii) the
         Company elects to discontinue use of the system of book-entry transfer
         through DTC (or any successor depositary); or (iii) an Event of Default
         has occurred and is continuing with respect to the Securities. Any
         Global Security exchanged pursuant to subclause (i) of this clause (1)
         shall be so exchanged in whole and not in part, and any Global Security
         exchanged pursuant to subclause (ii) of this clause (1) may be
         exchanged in whole or from time to time in part as directed by the
         Depositary. Any Security issued in exchange for a Global Security or
         any portion thereof shall be a Global Security; provided that any such
         Security so issued that is registered in the name of a person other
         than the Depositary or a nominee thereof shall not be a Global
         Security.

                                      -20-
<PAGE>

                  (2)      Securities issued in exchange for a Global Security
         or any portion thereof shall be issued in definitive, fully registered
         form, without interest coupons, shall have an aggregate Principal
         Amount at Maturity equal to that of such Global Security or portion
         thereof to be so exchanged, shall be registered in such names and be in
         such authorized denominations as the Depositary shall designate and
         shall bear the applicable legends provided for herein. Any Global
         Security to be exchanged in whole shall be surrendered by the
         Depositary to the Trustee, as Registrar. With regard to any Global
         Security to be exchanged in part, either such Global Security shall be
         so surrendered for exchange or, if the Trustee is acting as custodian
         for the Depositary or its nominee with respect to such Global Security,
         the Principal Amount at Maturity thereof shall be reduced, by an amount
         equal to the portion thereof to be so exchanged, by means of an
         appropriate adjustment made on the records of the Trustee. Upon any
         such surrender or adjustment, the Trustee shall authenticate and
         deliver the Security issuable on such exchange to or upon the order of
         the Depositary or an authorized representative thereof.

                  (3)      Subject to the provisions of clause (5) below, the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members (as defined below) and persons that may hold
         interests through Agent Members, to take any action which a Holder is
         entitled to take under this Indenture or the Securities.

                  (4)      In the event of the occurrence of any of the events
         specified in clause (1) above, the Company will promptly make available
         to the Trustee a reasonable supply of Certificated Securities in
         definitive, fully registered form, without interest coupons.

                  (5)      Neither any members of, or participants in, the
         Depositary (collectively, the "AGENT MEMBERS") nor any other Persons on
         whose behalf Agent Members may act shall have any rights under this
         Indenture with respect to any Global Security registered in the name of
         the Depositary or any nominee thereof, or under any such Global
         Security, and the Depositary or such nominee, as the case may be, may
         be treated by the Company, the Trustee, the Registrar, the Paying Agent
         and any agent of the Company, the Trustee, the Registrar or the Paying
         Agent as the absolute owner and Holder of such Global Security for all
         purposes whatsoever. Notwithstanding the foregoing, nothing herein
         shall prevent the Company, the Trustee or any agent of the Company or
         the Trustee from giving effect to any written certification, proxy or
         other authorization furnished by the Depositary or such nominee, as the
         case may be, or impair, as between the Depositary, its Agent Members
         and any other person on whose behalf an Agent Member may act, the
         operation of customary practices of such Persons governing the exercise
         of the rights of a Holder of any Security.

                  SECTION 2.13     CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                      -21-
<PAGE>

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01     Right to Redeem; Notices to Trustee. The
Company, at its option, may redeem the Securities in accordance with the
provisions of paragraphs 5 and 7 of the Securities. Prior to July 30, 2008, the
Company cannot redeem the Securities. Beginning on July 30, 2008, the Company
may redeem the Securities for cash in whole at any time, or in part from time to
time. If the Company elects to redeem Securities pursuant to paragraph 5 of the
Securities, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date, the Principal Amount at Maturity of Securities to be redeemed,
the Redemption Price and the amount of accrued and unpaid cash interest, if any,
payable on the Redemption Date.

                  The Company shall give the notice to the Trustee and the
Paying Agent provided for in this Section 3.01 by a Company Order, at least 45
days but not more than 60 days before the Redemption Date (unless a shorter
notice shall be satisfactory to the Trustee). If fewer than all the Securities
are to be redeemed, the record date relating to such redemption shall be
selected by the Company and given to the Trustee, which record date shall not be
less than ten days after the date of notice to the Trustee.

                  SECTION 3.02     Selection of Securities to Be Redeemed. If
less than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by any other method the Trustee
considers fair and appropriate (so long as such method is not prohibited by the
rules of any stock exchange on which the Securities are then listed). The
Trustee shall make the selection at least 30 days but not more than 60 days
before the Redemption Date from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the Principal
Amount at Maturity of Securities that have denominations larger than $1,000.

                  Securities and portions of them the Trustee selects shall be
in Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

                  If any Security selected for partial redemption is exchanged
in part before termination of the exchange right with respect to the portion of
the Security so selected, the exchanged portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities that
have been exchanged during a selection of Securities to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.

                  SECTION 3.03     Notice of Redemption. At least 30 days but
not more than 60 days before a Redemption Date, the Company shall mail a notice
of redemption by first-class mail, postage prepaid, to each Holder of Securities
to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                                      -22-
<PAGE>

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and accrued and unpaid cash
         interest, if any, payable on the Redemption Date. If the Securities are
         converted to semi-annual coupon notes following the occurrence of a Tax
         Event in accordance with Article 10 of this Indenture, the Securities
         will be redeemable at the Redemption Price of the restated principal
         amount plus accrued and unpaid interest from the date of such exchange
         to the Redemption Date;

                  (3)      the Exchange Rate;

                  (4)      the name and address of the Paying Agent and Exchange
         Agent;

                  (5)      that Securities called for redemption may be
         exchanged at any time before the close of business on the second
         Business Day immediately preceding the Redemption Date, even if not
         otherwise exchangeable at such time;

                  (6)      that Holders who want to exchange Securities must
         satisfy the requirements set forth in paragraph 8 of the Securities;

                  (7)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the Redemption Price and
         accrued and unpaid cash interest, if any;

                  (8)      if fewer than all the outstanding Securities are to
         be redeemed, the certificate number and Principal Amounts at Maturity
         of the particular Securities to be redeemed;

                  (9)      that, unless the Company defaults in making payment
         of such Redemption Price and any cash interest which is due and
         payable, Original Issue Discount and interest or cash interest will
         cease to accrue on and after the Redemption Date;

                  (10)     the CUSIP number of the Securities; and

                  (11)     any other information the Company wants to present.

                  At the Company's request, the Trustee shall give the notice of
redemption to Holders in the Company's name and at the Company's expense,
provided that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date such
notice of redemption must be mailed.

                  SECTION 3.04     Effect of Notice of Redemption. Once notice
of redemption is given, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price (together with accrued and
unpaid cash interest, if any, to but not including the date of redemption)
stated in the notice except for Securities which are exchanged in accordance
with the terms of this Indenture and the Exchange Agreement. Upon surrender to
the Paying Agent, such Securities shall be paid at the Redemption Price
(together with accrued and unpaid cash interest, if any, to but not including
the date of redemption) stated in the notice.

                                      -23-
<PAGE>

                  SECTION 3.05     Deposit of Redemption Price. Prior to 11:30
a.m. (New York City time), on any Redemption Date, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of
either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price of, and any accrued and unpaid interest
to but not including the date of redemption with respect to, all Securities to
be redeemed on that date other than Securities or portions of Securities called
for redemption which on or prior thereto have been delivered by the Company to
the Trustee for cancellation or have been exchanged. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of exchange of Securities pursuant to Article 11. If such money
is then held by the Company in trust and is not required for such purpose it
shall be discharged from such trust.

                  SECTION 3.06     Securities Redeemed in Part. Upon surrender
of a Security that is redeemed in part, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder a new Security in an
authorized denomination equal in Principal Amount at Maturity to the unredeemed
portion of the Security surrendered.

                  SECTION 3.07     Exchange Arrangement on Call for Redemption.
In connection with any redemption of Securities, the Company may arrange for the
purchase and exchange of any Securities called for redemption by an agreement
with one or more investment banks or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 11:30 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Securities, is not less than the Redemption Price of, and any
accrued and unpaid interest with respect to, such Securities. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the
Company to pay the Redemption Prices of such Securities shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Securities not duly
surrendered for exchange by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 11 or the Exchange Agreement) surrendered by such
purchasers for exchange, all as of immediately prior to the close of business on
the Business Day prior to the Redemption Date, subject to payment of the above
amount as aforesaid. The Trustee shall hold and pay to the Holders whose
Securities are selected for redemption any such amount paid to it for purchase
and exchange in the same manner as it would moneys deposited with it by the
Company for the redemption of Securities. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and exchange of any Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and exchange of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

                  SECTION 3.08     Purchase of Securities at Option of the
Holder.

                                      -24-
<PAGE>

                  (a)      General. Securities shall be purchased by the Company
pursuant to paragraph 6 of the Securities as of July 30, 2008, 2013 and 2018
(each, a "PURCHASE DATE"), at the purchase price of $343.61 per $1,000 of
Principal Amount at Maturity as of July 30, 2008, of $490.58 per $1,000 of
Principal Amount at Maturity as of July 30, 2013, and of $700.41 per $1,000 of
Principal Amount at Maturity as of July 30, 2018, in each case, plus accrued and
unpaid cash interest, if any, to the Purchase Date (each, a "PURCHASE PRICE", as
applicable), at the option of the Holder thereof, upon:

                  (1)      delivery to the Paying Agent by the Holder of a
         written notice of purchase (a "PURCHASE NOTICE") at any time from the
         opening of business on the date that is 20 Business Days prior to a
         Purchase Date until the close of business on the second Business Day
         prior to such Purchase Date stating:

                           (A)      the certificate number of the Security which
                  the Holder will deliver to be purchased;

                           (B)      the portion of the Principal Amount at
                  Maturity of the Security which the Holder will deliver to be
                  purchased, which portion must be a Principal Amount at
                  Maturity of $1,000 or an integral multiple thereof;

                           (C)      that such Security shall be purchased as of
                  the Purchase Date pursuant to the terms and conditions
                  specified in paragraph 6 of the Securities, in this Indenture
                  and the Exchange Agreement; and

                           (D)      in the event Holdings elects, pursuant to
                  the terms of the Exchange Agreement, to deliver shares of
                  Common Stock to satisfy all or a portion of the Purchase Price
                  to be paid as of such Purchase Date ("HOLDINGS OPTION"), but
                  such portion of the Purchase Price shall ultimately be payable
                  to such Holder entirely in cash by the Company because
                  Holdings has not satisfied one or more of the conditions to
                  payment of the Purchase Price in Common Stock prior to the
                  close of business on such Purchase Date, as set forth in the
                  Exchange Agreement, whether such Holder elects (i) to withdraw
                  such Purchase Notice as to some or all of the Securities to
                  which such Purchase Notice relates (stating the Principal
                  Amount at Maturity and certificate numbers of the Securities
                  as to which such withdrawal shall relate), or (ii) to receive
                  cash in respect of the entire Purchase Price for all
                  Securities (or portions thereof) to which such Purchase Notice
                  relates; and

                  (2)      delivery of such Security to the Paying Agent prior
         to, on or after the Purchase Date (together with all necessary
         endorsements) at the offices of the Paying Agent, such delivery being a
         condition to receipt by the Holder of the Purchase Price therefor;
         provided, however, that such Purchase Price shall be so paid pursuant
         to this Section 3.08 only if the Security so delivered to the Paying
         Agent shall conform in all respects to the description thereof in the
         related Purchase Notice, as determined by the Company.

                                      -25-
<PAGE>

                  If a Holder, in such Holder's Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms of
Section 3.10, fails to indicate such Holder's choice with respect to the
election set forth in clause (D) of Section 3.08(a)(1), such Holder shall be
deemed to have elected to receive cash in respect of the Purchase Price for all
Securities subject to such Purchase Notice in the circumstances set forth in
such clause (D).

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.08, a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. Provisions
of this Indenture that apply to the purchase of all of a Security also apply to
the purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
cash interest, if any) promptly following the later of the Purchase Date and the
time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.08(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the second Business Day prior to the Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.10.

                  The Paying Agent shall promptly notify the Company, Holdings
and the Exchange Agent of the receipt by it of any Purchase Notice or written
notice of withdrawal thereof.

                  (b)      Holdings Right to Elect Manner of Payment of Purchase
Price. The Securities to be purchased pursuant to Section 3.08(a) may be paid
for, at the election of Holdings, in Common Stock. If, in accordance with the
terms of the Exchange Agreement, Holdings has notified the Company and the
Paying Agent of its election to pay the Purchase Price with Common Stock the
Company will not be required to pay the Purchase Price in cash.

                  In the event that Holdings, (i) does not elect to use any
Common Stock to purchase Securities, or (ii) elects to pay for Securities in
Common Stock in respect of a portion of the Securities offered for purchase by
the Holder pursuant to Section 3.08(a), in the case of (a), the Company will be
obligated to pay the Purchase Price, in U.S. Legal Tender ("CASH"), in full or
to the extent of the shortfall, as applicable. The Company shall designate, in
the Company Notice delivered pursuant to Section 3.08(d), whether Holdings has
exercised Holdings Option, if the Holdings Option has been exercised, the extent
to which the Purchase Price will be paid in Common Stock, including setting out
the percentages or amounts of the Purchase Price of Securities in respect of
which it will pay in cash or Holdings will pay in Common Stock; provided that
the Company will pay cash for fractional interests in Common Stock. For purposes
of determining the existence of potential fractional interests, all Securities
subject to purchase by the Company held by a Holder shall be considered together
(no matter how many separate certificates are to be presented). Each Holder
whose Securities are purchased pursuant to this Section 3.08 shall receive the
same percentage of cash or Common Stock in payment of the Purchase Price for
such Securities, except (i) as provided in Section

                                      -26-
<PAGE>

3.08(d) with regard to the payment of cash in lieu of fractional shares of
Common Stock and (ii) in the event that Holdings is unable to purchase the
Securities of a Holder or Holders by the issue of Common Stock by Holdings, for
any reason whatsoever including, without limitation, because any necessary
qualifications or registrations of the Common Stock under applicable state
securities laws cannot be obtained, the Company shall purchase the Securities of
such Holder or Holders for cash. Neither Holdings nor the Company may change its
election with respect to the consideration (or components or percentages of
components thereof) to be paid once the Company has given its Company Notice to
Securityholders except pursuant to this Section 3.08(b) or pursuant to Section
3.08(d) in the event of a failure by Holdings to satisfy, prior to the close of
business on the Purchase Date, any condition to the payment of the Purchase
Price, in whole or in part, in Common Stock.

                  At least three Business Days before the Company Notice Date,
the Company shall deliver an Officer's Certificate to the Trustee specifying:

                  (i)               the manner of payment selected by the
         Company;

                  (ii)              if Holdings has exercised its option to pay
         the Purchase Price, or a specified percentage thereof, in Common Stock,
         that the conditions to such manner of payment set forth in Section
         3.08(d) have been or will be complied with; and

                  (iii)             whether the Company desires the Trustee to
         give the Company Notice required by Section 3.08(d).

                  (c)      Purchase with Cash. On each Purchase Date, at the
option of the Company, the Purchase Price of Securities in respect of which a
Purchase Notice pursuant to Section 3.08(a) has been given and not withdrawn, or
a specified percentage thereof, may be paid by the Company with cash equal to
the aggregate Purchase Price of such Securities. If the Company elects to
purchase Securities with cash, the Company Notice, as provided in Section
3.08(d), shall be sent to Holders not less than 20 Business Days prior to such
Purchase Date (the "COMPANY NOTICE DATE").

                  (d)      Notice of Election. The Company's notice of the
election to purchase with cash or Common Stock or any combination thereof shall
be sent to the Holders (and to beneficial owners as required by applicable law)
(with a copy to Holdings) in the manner provided in Section 14.02 at the time
specified in Section 3.08(c) (the "COMPANY NOTICE"). Such Company Notice shall
state the manner of payment elected and shall contain the following information:

                  In the event that Holdings has elected to pay the Purchase
Price (or a specified percentage thereof) with Common Stock, the Company Notice
shall:

                  (1)      state that each Holder will receive Common Stock with
         a Market Price determined as of a specified date prior to the Purchase
         Date equal to the Purchase Price or such specified percentage of the
         Purchase Price of the Securities held by such Holder (except any cash
         amount to be paid in lieu of fractional shares);

                  (2)      set forth the method of calculating the Market Price
         of the Common Stock;

                                      -27-

<PAGE>

                  (3)      state that because the Market Price of Common Stock
         will be determined prior to the Purchase Date, Holders will bear the
         market risk with respect to the value of the Common Stock to be
         received from the date such Market Price is determined to the Purchase
         Date; and

                  (4)      state that a Holder's right to receive Common Stock
         is detailed in the Exchange Agreement.

                  In any case, each Company Notice shall include a form of
Purchase Notice to be completed by a Securityholder and shall state:

                  (i)               the Purchase Price, the Exchange Rate and
         accrued and unpaid cash interest, if any, that will be accrued and
         payable with respect to the Securities as of the Purchase Date;

                  (ii)              whether the Purchase Price will be paid in
         cash by the Company or in Common Stock by Holdings or any combination
         thereof, specifying the percentage of each;

                  (iii)             the name and address of the Paying Agent and
         the Exchange Agent;

                  (iv)              that Securities as to which a Purchase
         Notice has been given may be exchanged pursuant to Article 11 hereof
         and the Exchange Agreement only if the applicable Purchase Notice has
         been withdrawn in accordance with the terms of this Indenture;

                  (v)               that Securities must be surrendered to the
         Paying Agent or the Exchange Agent to collect payment of the Purchase
         Price and interest, if any;

                  (vi)              that the Purchase Price for any Security as
         to which a Purchase Notice has been given and not withdrawn, together
         with any cash interest payable with respect thereto, will be paid
         promptly following the later of the Purchase Date and the time of
         surrender of such Security as described in (v);

                  (vii)             the procedures the Holder must follow to
         exercise rights under Section 3.08 and a brief description of those
         rights;

                  (viii)            briefly, the exchange rights of the
         Securities and that Holders who want to exchange Securities must
         satisfy the requirements set forth in paragraph 8 of the Securities and
         the Exchange Agreement;

                  (ix)              the procedures for withdrawing a Purchase
         Notice (including, without limitation, for a conditional withdrawal
         pursuant to the terms of Section 3.08(a)(1)(D) or Section 3.10);

                  (x)               that, unless the Company defaults in making
         payment of such Purchase Price and cash interest, if any, Original
         Issue Discount and cash interest, if any,

                                      -28-

<PAGE>

         on Securities surrendered for purchase will cease to accrue on and
         after the Purchase Date; and

                  (xi)              the CUSIP number of the Securities.

                  At the Company's request, the Trustee shall give such Company
Notice in the Company's name and at the Company's expense; provided, however,
that, in all cases, the text of such Company Notice shall be prepared by the
Company.

                  Upon determination of the actual number of shares of Common
Stock to be issued for each $1,000 Principal Amount at Maturity of Securities,
the Company will issue a press release and publish such determination on the
Company's web site on the World Wide Web.

                  (e)      Procedure upon Purchase. If the Company is required
to pay any or all of the Purchase Price of the Securities in cash, the Company
shall deposit cash (in respect of a cash purchase under Section 3.08(c) or for
fractional interests as applicable), at the time and in the manner as provided
in Section 3.11, sufficient to pay the aggregate Purchase Price of, and any
accrued and unpaid cash interest with respect to all Securities to be purchased
pursuant to this Section 3.08.

                  SECTION 3.09         Purchase of Securities at Option of the
Holder upon Change of Control.

                  (a)      If there shall have occurred a Change of Control,
Securities shall be purchased by the Company, at the option of the Holder
thereof, at a purchase price specified in paragraph 6 of the Securities (the
"CHANGE OF CONTROL PURCHASE PRICE"), as of the date that is no later than 30
Business Days after the occurrence of the Change of Control but in no event
prior to the date on which such Change of Control occurs (the "CHANGE OF CONTROL
PURCHASE DATE"), subject to satisfaction by or on behalf of the Holder of the
requirements set forth in Section 3.09(c).

                  A "CHANGE OF CONTROL" means the occurrence of any of the
following:

                  (i)               any person or group other than the TPG
         Entities, any of Holdings' subsidiaries or any of Holdings' employee
         benefit plans, is or becomes the beneficial owner, directly or
         indirectly, of shares of the voting stock of Holdings representing 50%
         or more of the total voting power of all outstanding classes of the
         voting stock of Holdings or has the power, directly or indirectly, to
         elect a majority of the members of the board of directors of Holdings;
         or

                  (ii)              any person or group, including the TPG
         Entities, files a Schedule TO or a Schedule 13D (or any successors to
         those schedules) stating that they have become and actually are
         beneficial owners of the voting stock of Holdings representing more
         than 80%, in the aggregate, of the total voting power of all
         outstanding classes of voting stock of Holdings entitled to vote
         generally in the election of the members of our board of directors; or

                                      -29-

<PAGE>

                  (iii)             Holdings or the Company consolidates with,
         or merges with or into, another person or Holdings or the Company
         sells, assigns, conveys, transfers, leases or otherwise disposes of all
         or substantially all of its assets, or any person consolidates with, or
         merges with or into, Holdings or the Company, in any such event other
         than pursuant to a transaction in which the persons that beneficially
         owned, directly or indirectly, the shares of the voting stock of
         Holdings immediately prior to such transaction beneficially own,
         directly or indirectly, shares of the voting stock of Holdings
         representing at least a majority of the total voting power of all
         outstanding classes of voting stock of the surviving or transferee
         person; or

                  (iv)              the adoption of a plan relating to the
         liquidation or dissolution of Holdings or the Company (other than a
         dissolution of the Company into Holdings); or

                  (v)               the first day on which more than a majority
         of the members of the board of directors of Holdings are not continuing
         directors; or

                  (vi)              Holdings ceases to own, directly or
         indirectly, shares of the voting stock of the Company representing 100%
         of the total voting power of all outstanding classes of the voting
         stock of the Company, other than as a result of a merger or dissolution
         of the Company with or into Holdings.

For purposes of the foregoing change of control definition: (a) "PERSON" and
"GROUP" have the meanings given to them for purposes of Sections 13(d) and 14(d)
of the Exchange Act (or any successor to such sections); (b) "beneficial
ownership" will be determined in accordance with Rule 13d-3 under the Exchange
Act (or any successor to such rule); (c) "continuing directors" means any member
of the board of directors of Holdings who (i) was a member of the board of
directors of Holdings on the date of original issuance of the Securities or (ii)
was nominated for election to the board of directors of Holdings with the
approval of, or whose election to the board of directors of Holdings was
ratified by, at least a majority of the continuing directors who were members of
the board of directors of Holdings at the time of such nomination or election;
and (d) "TPG ENTITIES" means TPG Partners, L.P., a Delaware limited partnership,
TPG Parallel I L.P., a Delaware limited partnership, Air Partners II, L.P., a
Texas limited partnership, or any person or entity that directly or indirectly
through one or intermediaries controls, is controlled by, or is under common
control with such TPG Entity.

                  (b)      Within 15 Business Days after the occurrence of a
Change of Control, the Company shall mail a written notice of Change of Control
by first-class mail to the Trustee and to each Holder (and to beneficial owners
as required by applicable law). The notice shall include a form of Change of
Control Purchase Notice to be completed by the Securityholder and shall state:

                  (1)      briefly, the events causing a Change of Control and
         the date of such Change of Control;

                  (2)      the date by which the Change of Control Purchase
         Notice pursuant to this Section 3.09 must be given;

                  (3)      the Change of Control Purchase Date;

                                      -30-

<PAGE>

                  (4)      the Change of Control Purchase Price and, to the
         extent known at the time of such notice, the amount of interest, if
         any, that will be accrued and payable with respect to the Securities as
         of the Change of Control Purchase Date;

                  (5)      the name and address of the Paying Agent and the
         Exchange Agent;

                  (6)      whether Holdings has elected, pursuant to the terms
         of the Exchange Agreement, to deliver Common Stock (as defined in the
         Exchange Agreement) in full or partial satisfaction of the Change of
         Control Purchase Price;

                  (7)      that a Holder's right to receive Common Stock is
         detailed in the Exchange Agreement;

                  (8)      if Holdings has elected to deliver Common Stock (as
         defined in the Exchange Agreement), the calculation of the Market Price
         of the Common Stock (as defined in the Exchange Agreement);

                  (9)      the Exchange Rate and any adjustments thereto
         resulting from the Change of Control;

                  (10)     that Securities as to which a Change of Control
         Purchase Notice has been given may be exchanged pursuant to Article 11
         hereof and the Exchange Agreement only if the Change of Control
         Purchase Notice has been withdrawn in accordance with the terms of this
         Indenture;

                  (11)     that Securities must be surrendered to the Paying
         Agent to collect payment of the Change of Control Purchase Price and
         accrued and unpaid cash interest, if any;

                  (12)     that the Change of Control Purchase Price for any
         Security as to which a Change of Control Purchase Notice has been duly
         given and not withdrawn, together with any accrued interest payable
         with respect thereto, will be paid promptly following the later of the
         Change of Control Purchase Date and the time of surrender of such
         Security as described in (11);

                  (13)     briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.09;

                  (14)     briefly, the exchange rights of the Securities and a
         reference to the Exchange Agreement;

                  (15)     the procedures for withdrawing a Change of Control
         Purchase Notice;

                  (16)     that, unless the Company defaults in making payment
         of such Change of Control Purchase Price and cash interest, if any on
         Securities surrendered for purchase, Original Issue Discount or cash
         interest on Securities surrendered for purchase will cease to accrue on
         and after the Change of Control Purchase Date; and

                  (17)     the CUSIP number of the Securities.

                                      -31-

<PAGE>

                  (c)      A Holder may exercise its rights specified in Section
3.09(a) upon delivery of a written notice of purchase (a "CHANGE OF CONTROL
PURCHASE NOTICE") to the Paying Agent at any time prior to the close of business
on the Change of Control Purchase Date, stating:

                  (1)      the certificate number of the Security which the
         Holder will deliver to be purchased;

                  (2)      the portion of the Principal Amount at Maturity of
         the Security which the Holder will deliver to be purchased, which
         portion must be $1,000 or an integral multiple thereof; and

                  (3)      that such Security shall be purchased pursuant to the
         terms and conditions specified in paragraph 6 of the Securities.

                  The delivery of such Security to the Paying Agent prior to, on
or after the Change of Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change of Control Purchase Price therefor;
provided, however, that such Change of Control Purchase Price shall be so paid
pursuant to this Section 3.09 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change of Control Purchase Notice.

                  The Board of Directors may not waive the Company's obligation
to purchase the Securities at the option of the Holders in the event of a Change
of Control.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.09, a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. Provisions
of this Indenture that apply to the purchase of all of a Security also apply to
the purchase of such portion of such Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change of Control Purchase Notice
contemplated by this Section 3.09(c) shall have the right to withdraw such
Change of Control Purchase Notice at any time prior to the close of business on
the second Business Day prior to the Change of Control Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
3.10.

                  The Paying Agent shall promptly notify the Company, Holdings
and the Exchange Agent of the receipt by it of any Change of Control Purchase
Notice or written withdrawal thereof.

                  The Company shall not be required to comply with this Section
3.09 if a third party mails a written notice of Change of Control in the manner,
at the times and otherwise in compliance with this Section 3.09 and repurchases
all Securities for which a Change of Control Purchase Notice shall be delivered
and not withdrawn.

                  SECTION 3.10         Effect of Purchase Notice or Change of
Control Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice
or Change of Control Purchase Notice specified in Section 3.08(a) or Section
3.09(c), as applicable, the Holder of the

                                      -32-

<PAGE>
Security in respect of which such Purchase Notice or Change of Control Purchase
Notice, as the case may be, was given shall (unless such Purchase Notice or
Change of Control Purchase Notice is withdrawn as specified in the following two
paragraphs) thereafter be entitled to receive solely the Purchase Price or
Change of Control Purchase Price, as the case may be, and any accrued and unpaid
cash interest, with respect to such Security. Such Purchase Price or Change of
Control Purchase Price and any accrued and unpaid cash interest, if any, shall
be paid to such Holder, subject to receipt of funds and/or securities by the
Paying Agent or Exchange Agent, promptly following the later of (x) the Purchase
Date or the Change of Control Purchase Date, as the case may be, with respect to
such Security (provided the conditions in Section 3.08(a) or Section 3.09(c), as
applicable, have been satisfied) and (y) the time of delivery of such Security
to the Paying Agent by the Holder thereof in the manner required by Section
3.08(a) or Section 3.09(c), as applicable. Securities in respect of which a
Purchase Notice or Change of Control Purchase Notice, as the case may be, has
been given by the Holder thereof may not be exchanged pursuant to Article 11
hereof or the Exchange Agreement on or after the date of the delivery of such
Purchase Notice or Change of Control Purchase Notice, as the case may be, unless
such Purchase Notice or Change of Control Purchase Notice, as the case may be,
has first been validly withdrawn as specified in the following two paragraphs.

                  A Purchase Notice or Change of Control Purchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Purchase
Notice or Change of Control Purchase Notice, as the case may be, at any time
prior to the close of business on the second Business Day prior to the Purchase
Date or the Change of Control Purchase Date, as the case may be, specifying:

                  (1)      the certificate number of the Security in respect of
         which such notice of withdrawal is being submitted;

                  (2)      the Principal Amount at Maturity of the Security with
         respect to which such notice of withdrawal is being submitted; and

                  (3)      the Principal Amount at Maturity, if any, of such
         Security which remains subject to the original Purchase Notice or
         Change of Control Purchase Notice, as the case may be, and which has
         been or will be delivered for purchase by the Company.

                  A written notice of withdrawal of a Purchase Notice may be in
the form set forth in the preceding paragraph or may be in the form of (i) a
conditional withdrawal contained in a Purchase Notice pursuant to the terms of
Section 3.08(a)(1)(D) or (ii) a conditional withdrawal containing the
information set forth in Section 3.08(a)(1)(D) and the preceding paragraph and
contained in a written notice of withdrawal delivered to the Paying Agent as set
forth in the preceding paragraph.

                  There shall be no purchase of any Securities pursuant to
Section 3.08 (other than through the issuance of Common Stock (as defined in the
Exchange Agreement) in payment of the Purchase Price, including cash in lieu of
fractional shares) or 3.09 if there has occurred (prior to, on or after, as the
case may be, the giving, by the Holders of such Securities, of the required
Purchase Notice or Change of Control Purchase Notice, as the case may be) and is
continuing an Event of Default (other than a default in the payment of the
Purchase Price or Change of Control


                                      -33-

<PAGE>

Purchase Price, as the case may be, and any accrued and unpaid cash interest
with respect to such Securities). The Paying Agent will promptly return to the
respective Holders thereof any Securities (x) with respect to which a Purchase
Notice or Change of Control Purchase Notice, as the case may be, has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change of Control Purchase Price, as the case may be, and any
accrued and unpaid cash interest with respect to such Securities) in which case,
upon such return, the Purchase Notice or Change of Control Purchase Notice with
respect thereto shall be deemed to have been withdrawn.

                  SECTION 3.11         Deposit of Purchase Price or Change of
Control Purchase Price. Prior to 10:00 a.m., New York City time, on the Purchase
Date or the Change of Control Purchase Date, as the case may be, (i) the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as the Paying Agent,
shall segregate and hold in trust as provided in Section 2.04) an amount of
money (in immediately available funds if deposited on such Business Day) and,
(ii) Holdings shall deposit with the Exchange Agent Common Stock (as defined in
the Exchange Agreement) pursuant to Section 3.03 of the Exchange Agreement, if
permitted hereunder, sufficient to pay the aggregate Purchase Price or Change of
Control Purchase Price, as the case may be, of, and any accrued and unpaid cash
interest with respect to, all the Securities or portions thereof which are to be
purchased as of the Purchase Date or Change of Control Purchase Date, as the
case may be.

                  SECTION 3.12         Securities Purchased in Part. Any
Security which is to be purchased only in part shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate Principal Amount at Maturity equal to, and
in exchange for, the portion of the Principal Amount at Maturity of the Security
so surrendered which is not purchased.

                  SECTION 3.13         Repayment to the Company. (a) The Trustee
and the Paying Agent shall promptly return to the Company any cash; and (b) the
Trustee and the Exchange Agent shall promptly return to Holdings any shares of
Common Stock that remain unclaimed as provided in paragraph 14 of the Securities
and Section 3.10 of the Exchange Agreement, together with interest or dividends,
if any, thereon (subject to the provisions of Section 7.01(f)), held by them for
the payment of the Purchase Price or Change of Control Purchase Price, as the
case may be, or accrued and unpaid cash interest, if any; provided, however,
that to the extent that the aggregate amount of cash deposited by the Company
and shares of Common Stock deposited by Holdings pursuant to Section 3.11
exceeds the aggregate Purchase Price or Change of Control Purchase Price, as the
case may be, of, and the accrued and unpaid cash interest with respect to, the
Securities or portions thereof which the Company is obligated to purchase as of
the Purchase Date or Change of Control Purchase Date, as the case may be,
whether as a result of withdrawal or otherwise, then promptly after the Business
Day following the Purchase Date or Change of Control Purchase Date, as the case
may be, the

                                      -34-

<PAGE>

Trustee shall return any such excess to the Company or Holdings, as applicable,
together with interest or dividends, if any, thereon (subject to the provisions
of Section 7.01(f)).

                                    ARTICLE 4

                                    COVENANTS

                  SECTION 4.01         Payment of Securities. The Company shall
promptly make all payments in respect of the Securities on the dates and in the
manner provided in the Securities or pursuant to this Indenture. Any amounts to
be given to the Trustee or Paying Agent, as the case may be, shall be deposited
with the Trustee or Paying Agent by 10:00 a.m., New York City time on the
payment date, by the Company or Holdings, respectively. Principal Amount at
Maturity, Restated Principal Amount, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price, Change of Control Purchase Price,
and cash interest shall be considered paid on the applicable date due if on such
date (or, in the case of a Purchase Price or Change of Control Purchase Price,
on the Business Day following the applicable Purchase Date or Change of Control
Purchase Date, as the case may be) the Trustee or the Paying Agent holds, in
accordance with this Indenture, money, sufficient to pay all such amounts then
due.

                  The Company shall, to the extent permitted by law, pay cash
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Securities, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

                  SECTION 4.02         SEC and Other Reports. The Company shall
deliver to the Trustee, within 15 days after they file such annual and quarterly
reports, information, documents and other reports with the SEC, copies of their
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the
provisions of TIA Section 314(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of the same shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer's Certificates).

                  SECTION 4.03         Compliance Certificates. The Company
shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Company (beginning with the fiscal year ending on December 31, 2003) an
Officer's Certificate of the Company, stating whether or not to the best
knowledge of the signer thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

                                      -35-

<PAGE>

                  SECTION 4.04         Further Instruments and Acts. Upon
request of the Trustee, the Company will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purposes of this Indenture.

                  SECTION 4.05         Maintenance of Office or Agency. The
Company will maintain an office or agency of the Trustee, Registrar, Paying
Agent and Exchange Agent where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer,
exchange, purchase or redemption and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The
office of the Trustee, located at 180 East Fifth Street, St. Paul, Minnesota
55101 (Attention: Corporate Trust Services), shall initially be such office or
agency for all of the aforesaid purposes. The Company shall give prompt written
notice to the Trustee of the location, and of any change in the location, of any
such office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 14.02. Effective August 11, 2003,
the office of the Trustee will be 60 Livingston Avenue, St. Paul, Minnesota
55107.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York, for such purposes.

                  SECTION 4.06         Delivery of Certain Information. At any
time when the Company is not subject to Section 13 or 15(d) of the Exchange Act,
upon the request of a Holder or any beneficial holder of Securities or shares of
Common Stock which are restricted securities issued upon exchange thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial holder of Securities or holder
of shares of Common Stock issued upon exchange of Securities, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "RULE 144A INFORMATION" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act.

                  SECTION 4.07         Limitation on Guarantees of Indebtedness
by Subsidiaries. The Company will not permit any Subsidiary to guarantee the
payment of any Debt of the Company unless such Subsidiary simultaneously
executes and delivers a supplemental indenture to the indenture providing for a
Guarantee of the Securities by such Subsidiary to the extent required in Article
13 hereof.

                  SECTION 4.08         Covenant to Comply with Securities Laws
upon Purchase of Securities. In connection with any offer to purchase or
purchase of Securities under Section 3.08 or 3.09 hereof (provided that such
offer or purchase constitutes an "ISSUER TENDER OFFER" for purposes of Rule
13e-4 (which term, as used herein, includes any successor provision thereto)
under the Exchange Act at the time of such offer or purchase), the Company shall
to the extent

                                      -36-

<PAGE>

applicable (i) comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act,
(ii) file the related Schedule TO (or any successor schedule, form or report)
under the Exchange Act, and (iii) otherwise comply with all Federal and state
securities laws so as to permit the rights and obligations under Sections 3.08
and 3.09 to be exercised in the time and in the manner specified in Sections
3.08 and 3.09.

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

                  SECTION 5.01         When Company May Merge or Transfer
Assets. The Company shall not consolidate with or merge with or into any other
person or convey, transfer or lease all or substantially all of its properties
and assets to any person, nor will the Company permit any Subsidiary to enter
into any such transaction or series of transactions if such transaction or
series of transactions, in the aggregate, would result in a sale, assignment,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Company and its Subsidiaries on a consolidated
basis to any other person or persons, unless:

                  (a)      either (1) the Company or such Subsidiary shall be
the surviving corporation or (2) the person (if other than the Company) formed
by such consolidation or into which the Company or such Subsidiary is merged or
the person which acquires by conveyance, transfer or lease the properties and
assets of the Company or such Subsidiary substantially as an entirety (i) shall
be a corporation organized and validly existing under the laws of the United
States or any state thereof or the District of Columbia and (ii) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all of the obligations
of the Company or such Subsidiary under the Securities and this Indenture;

                  (b)      immediately after giving effect to such transaction,
no Default shall have occurred and be continuing; and

                  (c)      the Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this Article 5 and that all conditions precedent herein
provided for relating to such transaction have been satisfied.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or another Subsidiary), which, if such
assets were owned by the Company, would constitute all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

                  The successor person formed by such consolidation or into
which the Company or the applicable Subsidiary is merged or the successor person
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or the
applicable Subsidiary under this Indenture with the same effect as if such

                                      -37-

<PAGE>

successor had been named as the Company or the applicable Subsidiary herein; and
thereafter, except in the case of a lease, the Company or the applicable
Subsidiary shall be discharged from all obligations and covenants under this
Indenture and the Securities. Subject to Section 9.06, the Company, the
applicable Subsidiary, the Trustee and the successor person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company and the
applicable Subsidiary.

                  Except as permitted under Section 8.08 of the Exchange
Agreement, a Guarantor shall not consolidate with or merge into any Person or
convey, transfer or lease its properties and assets substantially as an entity
to another Person unless the surviving Person assumes the obligations of such
Guarantor and the surviving Person is a corporation organized and validly
existing under the laws of the United States, any state thereof or the District
of Columbia, except if all of the assets or all of the common stock of such
Guarantor (other than Holdings) is sold to a non-affiliate of the Company, in
which case the Guarantee is released.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                  SECTION 6.01         Events of Default. An "EVENT OF DEFAULT"
occurs if:

                  (1)      the Company defaults in payment of any interest when
         due under the Securities and such default continues for 30 days;

                  (2)      the Company defaults in the payment of the Principal
         Amount at Maturity (or, if the Securities have been converted to
         semiannual coupon notes following a Tax Event pursuant to Section 10.01
         of the Indenture, the Restated Principal Amount), Issue Price plus
         accrued Original Issue Discount or cash interest, Redemption Price,
         Purchase Price or Change of Control Purchase Price on any Security when
         the same becomes due and payable at its Stated Maturity, upon
         redemption, upon declaration, when due for purchase by the Company or
         otherwise;

                  (3)      the Company or any Guarantor fails to comply with any
         of its agreements in the Security or this Indenture or the Exchange
         Agreement (other than those referred to in clauses (1) and (2) above)
         and such failure continues for 60 days after receipt by the Company or
         any Guarantor of a Notice of Default;

                  (4)      default under any Debt, whether such Debt now exists
         or is created later, which default results in such Debt becoming or
         being declared due and payable prior to the date on which it would
         otherwise have become due and payable, and the principal amount of all
         Debt so accelerated, together with all Debt due and payable but not
         paid prior to the end of any grace period, is $25,000,000 or more, and
         such acceleration has not been rescinded or annulled within a period of
         30 days after receipt by the Company of a Notice of Default from the
         Trustee; provided, however, that if any such default shall be cured,
         waived, rescinded or annulled, then the Event of Default by reason
         thereof shall be deemed not to have occurred;

                                      -38-

<PAGE>

                  (5)      any Guarantee ceases to be in full force and effect
         or is declared null and void or any Guarantor denies that it has any
         further liability under any Guarantee, or gives notice to such effect
         (other than by reason of the termination of this Indenture or the
         release of any such Guarantee in accordance with this Indenture) and
         such condition shall have continued for a period of 30 days after
         written notice of such failure requiring the Guarantor and the Company
         to remedy the same shall have been given (x) to the Company by the
         Trustee or (y) to the Company and the Trustee by the Holders of 25% in
         aggregate principal amount of the Securities then outstanding;

                  (6)      the Company or any Guarantor pursuant to or under or
         within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case or proceeding;

                           (B)      consents to the entry of an order for relief
                  against it in an involuntary case or proceeding or the
                  commencement of any case against it;

                           (C)      consents to the appointment of a Custodian
                  of it or for any substantial part of its property;

                           (D)      makes a general assignment for the benefit
                  of its creditors;

                           (E)      files a petition in bankruptcy or answer or
                  consent seeking reorganization or relief; or

                           (F)      consents to the filing of such petition or
                  the appointment of or taking possession by a Custodian; or

                  (7)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company or any
                  Guarantor in an involuntary case or proceeding, or adjudicates
                  the Company or any Guarantor insolvent or bankrupt;

                           (B)      appoints a Custodian of the Company or any
                  Guarantor or for any substantial part of the Company's or the
                  Guarantor's property; or

                           (C)      orders the winding up or liquidation of the
                  Company or any Guarantor;

                  and the order or decree remains unstayed and in effect for 60
days.

                  "BANKRUPTCY LAW" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors.

                  "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

                                      -39-

<PAGE>

                  A Default under clause (3) or clause (4) above is not an Event
of Default until the Trustee notifies the Company, or the Holders of at least
25% in aggregate Principal Amount at Maturity of the Securities at the time
outstanding notify the Company, the Guarantors and the Trustee, of the Default
and the Company or the Guarantor does not cure such Default (and such Default is
not waived) within the time specified in clause (3) or clause (4) above after
receipt of such notice. Any such notice must specify the Default, demand that it
be remedied and state that such notice is a "NOTICE OF DEFAULT".

                  The Company or the Guarantor, as applicable, shall deliver to
the Trustee, within 30 days after it becomes aware of the occurrence thereof,
written notice of any event which with the giving of notice or the lapse of
time, or both, would become an Event of Default under clause (3) or clause (4)
above, its status and what action the Company or the Guarantor, as applicable is
taking or proposes to take with respect thereto.

                  SECTION 6.02         Acceleration. If an Event of Default
(other than an Event of Default specified in Section 6.01(6) or (7) in respect
of the Company or the Guarantor, as applicable) occurs and is continuing, the
Trustee by written notice to the Company and the Guarantor, or the Holders of at
least 25% in aggregate Principal Amount at Maturity of the Securities at the
time outstanding by notice to the Company, the Guarantor and the Trustee, may
declare the Issue Price plus accrued Original Issue Discount or cash interest
(or if the Securities have been converted to semiannual coupon notes following a
Tax Event, the Restated Principal Amount, plus accrued interest) through the
date of declaration on all the Securities to be immediately due and payable.
Upon such a declaration, such Issue Price plus accrued Original Issue Discount,
and such accrued and unpaid interest, if any, shall be due and payable
immediately. If an Event of Default specified in Section 6.01(6) or (7) occurs
in respect of the Company and is continuing, the Issue Price plus accrued
Original Issue Discount or accrued cash interest (or if the Securities have been
converted to semiannual coupon notes following a Tax Event, the Restated
Principal Amount, plus accrued interest) on all the Securities shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholders. The Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder), may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of the Issue Price plus accrued Original
Issue Discount or accrued cash interest (or, if the Securities have been
converted to semiannual coupon notes following a Tax Event, the Restated
Principal Amount, plus accrued interest) that have become due solely as a result
of acceleration and if all amounts due to the Trustee under Section 7.07 have
been paid. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

                  SECTION 6.03         Other Remedies. If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of the Issue Price plus accrued Original Issue Discount on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

                  The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or does not produce any of the Securities in
the proceeding. A delay or

                                      -40-

<PAGE>

omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of, or acquiescence in, the Event of Default. Except as set
forth in Section 2.07 hereof, no remedy is exclusive of any other remedy. All
available remedies are cumulative.

                  SECTION 6.04         Waiver of Past Defaults. Subject to
Section 6.02, the Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, by notice to the Trustee
(and without notice to any other Securityholder), may waive an existing Default
and its consequences except (1) an Event of Default described in Section 6.01(1)
or (2), (2) a Default in respect of a provision that under Section 9.02 cannot
be amended without the consent of each Securityholder affected or (3) a Default
which constitutes a failure to exchange any Security in accordance with the
terms of Article 11. When a Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or impair any consequent
right. This Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and
such Section 316(a)1(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

                  SECTION 6.05         Control by Majority. The Holders of a
majority in aggregate Principal Amount at Maturity of the Securities at the time
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines in good faith is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability unless the
Trustee is offered indemnity satisfactory to it. This Section 6.05 shall be in
lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.06         Limitation on Suits. A Securityholder may
not pursue any remedy with respect to this Indenture or the Securities unless:

                  (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default is continuing;

                  (2)      the Holders of at least 25% in aggregate Principal
         Amount at Maturity of the Securities at the time outstanding make a
         written request to the Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee security
         or indemnity satisfactory to the Trustee against any loss, liability or
         expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of such notice, request and offer of security or
         indemnity; and

                  (5)      the Holders of a majority in aggregate Principal
         Amount at Maturity of the Securities at the time outstanding do not
         give the Trustee a direction inconsistent with the request during such
         60-day period.

                                      -41-

<PAGE>

                  A Securityholder may not use this Indenture to prejudice the
rights of any other Securityholder or to obtain a preference or priority over
any other Securityholder.

                  SECTION 6.07         Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Principal Amount at Maturity (or if the Securities
have been converted to semiannual coupon notes following a Tax Event pursuant to
Article 10, the Restated Principal Amount, plus accrued cash interest), Issue
Price plus accrued Original Issue Discount, Redemption Price, Purchase Price,
Change of Control Purchase Price, or cash interest in respect of the Securities
held by such Holder, on or after the respective due dates expressed in the
Securities or any Redemption Date, and to exchange the Securities in accordance
with Article 11 of this Indenture, or to bring suit for the enforcement of any
such payment on or after such respective dates or the right to exchange, shall
not be impaired or affected adversely without the consent of such Holder.

                  SECTION 6.08         Collection Suit by Trustee. If an Event
of Default described in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or the Guarantor for the whole amount owing with respect to
the Securities and the amounts provided for in Section 7.07.

                  SECTION 6.09         Trustee May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Principal Amount at Maturity, Restated
Principal Amount, Issue Price plus accrued Original Issue Discount or cash
interest, Redemption Price, Purchase Price or Change of Control Purchase Price
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company or the Guarantor for the payment of any such amount) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

                  (a)      to file and prove a claim for the whole amount of the
Principal Amount at Maturity, Restated Principal Amount, Issue Price plus
accrued Original Issue Discount or cash interest, Redemption Price, Purchase
Price, Change of Control Purchase Price (or, if the Securities have been
converted to semiannual coupon notes following a Tax Event, the Restated
Principal Amount, plus accrued interest), as the case may be, and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel or
any other amounts due the Trustee under Section 7.07) and of the Holders allowed
in such judicial proceeding; and

                  (b)      to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,

                                      -42-

<PAGE>

disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  SECTION 6.10         Priorities. If the Trustee collects any
money pursuant to this Article 6, it shall pay out the money in the following
order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Securityholders for amounts due and unpaid on the
         Securities for the Principal Amount at Maturity, Restated Principal
         Amount, Issue Price plus accrued Original Issue Discount or cash
         interest, Redemption Price, Purchase Price or Change of Control
         Purchase Price (or, if the Securities have been converted to semiannual
         coupon notes following a Tax Event, the Restated Principal Amount, plus
         accrued interest), as the case may be, ratably, without preference or
         priority of any kind, according to such amounts due and payable on the
         Securities; and

                  THIRD: the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10. At least 15 days
before such record date, the Trustee shall mail to each Securityholder, the
Guarantor and the Company a notice that states the record date, the payment date
and the amount to be paid.

                  SECTION 6.11         Undertaking for Costs. In any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in
its discretion may require the filing by any party litigant (other than the
Trustee) in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
aggregate Principal Amount at Maturity of the Securities at the time
outstanding. This Section 6.11 shall be in lieu of Section 315(e) of the TIA and
such Section 315(e) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

                  SECTION 6.12         Waiver of Stay, Extension or Usury Laws.
The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount at
Maturity, Restated Principal Amount, Issue Price plus accrued Original Issue
Discount or cash interest, Redemption Price, Purchase Price or Change of Control
Purchase Price (or, if the Securities have been converted to semiannual coupon
notes following a Tax Event, the

                                      -43-

<PAGE>

Restated Principal Amount, plus accrued interest), as contemplated herein, or
which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

                  SECTION 7.01         Duties of Trustee.

                  (a)      If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

                  (b)      Except during the continuance of an Event of Default:

                                    (1)      the Trustee need perform only those
                           duties that are specifically set forth in this
                           Indenture and no others; and

                                    (2)      in the absence of bad faith on its
                           part, the Trustee may conclusively rely, as to the
                           truth of the statements and the correctness of the
                           opinions expressed therein, upon certificates or
                           opinions furnished to the Trustee and conforming to
                           the requirements of this Indenture, but in case of
                           any such certificates or opinions which by any
                           provision hereof are specifically required to be
                           furnished to the Trustee, the Trustee shall examine
                           the certificates and opinions to determine whether or
                           not they conform to the requirements of this
                           Indenture, but need not confirm or investigate the
                           accuracy of mathematical calculations or other facts
                           stated therein.

This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

                  (c)      The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                                    (1)      this paragraph (c) does not limit
                           the effect of paragraph (b) of this Section 7.01;

                                    (2)      the Trustee shall not be liable for
                           any error of judgment made in good faith by a
                           Responsible Officer unless it is proved that the
                           Trustee was negligent in ascertaining the pertinent
                           facts; and

                                      -44-

<PAGE>

                                    (3)      the Trustee shall not be liable
                           with respect to any action it takes or omits to take
                           in good faith in accordance with a direction received
                           by it pursuant to Section 6.05.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

                  (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this
Section 7.01.

                  (e)      The Trustee may refuse to perform any duty or
exercise any right or power or extend or risk its own funds or otherwise incur
any financial liability unless it receives indemnity satisfactory to it against
any loss, liability or expense.

                  (f)      Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law. The Trustee
(acting in any capacity hereunder) shall be under no liability for interest on
any money received by it hereunder unless otherwise agreed in writing with the
Company.

                  SECTION 7.02         Rights of Trustee. Subject to its duties
and responsibilities under the provisions of Section 7.01, and, except as
expressly excluded from this Indenture pursuant to said Section 7.01, subject
also to its duties and responsibilities under the TIA:

                  (a)      the Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

                  (b)      whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, conclusively rely upon an Officer's Certificate;

                  (c)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;

                  (d)      the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith which it believes to be
authorized or within its rights or powers conferred under this Indenture;

                  (e)      the Trustee may consult with counsel selected by it
and any advice or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

                                      -45-

<PAGE>

                  (f)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Holders, pursuant to the provisions of this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby;

                  (g)      any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
resolution of the Board of Directors;

                  (h)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation;

                  (i)      the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities
and this Indenture;

                  (j)      the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder;

                  (k)      the Trustee may request that the Company deliver an
Officer's Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officer's Certificate may be signed by any person authorized to
sign an Officer's Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded;

                  (l)      Except with respect to Section 4.01, the Trustee
shall have no duty to inquire as to the performance of the Company with respect
to the covenants contained in Article 4. In addition, the Trustee shall not be
deemed to have knowledge of an Event of Default except (i) any Default or Event
of Default occurring pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge; and

                  (m)      Delivery of reports, information and documents to the
Trustee under Section 4.02 is for informational purposes only and the Trustee's
receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from

                                      -46-

<PAGE>
information contained therein, including the Company's compliance with any of
their covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer's Certificates).

                  SECTION 7.03         Individual Rights of Trustee. The Trustee
in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
Exchange Agent or co-registrar may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

                  SECTION 7.04         Trustee's Disclaimer. The Trustee makes
no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in the registration statement for the Securities under the Securities Act or in
the Indenture or the Securities (other than its certificate of authentication),
or the determination as to which beneficial owners are entitled to receive any
notices hereunder.

                  SECTION 7.05         Notice of Defaults. If a Default occurs
and if it is known to a Responsible Officer of the Trustee, the Trustee shall
give to each Securityholder notice of the Default within 90 days after such
Responsible Officer obtains knowledge of such Default unless such Default shall
have been cured or waived before the giving of such notice. Except in the case
of a Default described in Section 6.01(1) or (2), the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders.
The second sentence of this Section 7.05 shall be in lieu of the proviso to
Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have
knowledge of a Default unless a Responsible Officer of the Trustee has received
written notice of such Default.

                  SECTION 7.06         Reports by Trustee to Holders. Within 60
days after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall mail to each Securityholder a brief report dated as
of such May 15 that complies with TIA Section 313(a), if required to do so by
such Section 313(a). The Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each securities exchange, if
any, on which the Securities are listed. The Company agrees to promptly notify
the Trustee whenever the Securities become listed on any securities exchange and
of any delisting thereof.

                  SECTION 7.07         Compensation and Indemnity. The Company
agrees:

                  (a)      to pay to the Trustee from time to time such
reasonable compensation as the Company and the Trustee shall from time to time
agree in writing for all services rendered by it hereunder (which compensation
shall not be limited (to the extent permitted by law) by any provision of law in
regard to the compensation of a trustee of an express trust);

                  (b)      to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of

                                      -47-

<PAGE>

this Indenture (including the reasonable compensation and the expenses, advances
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (c)      to indemnify the Trustee or any predecessor, Trustee
and their agents for, and to hold them harmless against, any loss, damage,
claim, liability, cost or expense (including reasonable attorney's fees and
expenses and taxes (other than taxes based upon, measured by or determined by
the income of the Trustee)) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this trust, including the reasonable costs and expenses of defending itself
against any claim (whether asserted by the Company or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

                  To secure the Company's payment obligations in this Section
7.07, the Holders shall have been deemed to have granted to the Trustee a lien
prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay the Principal Amount at Maturity,
Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase
Price, Change of Control Purchase Price, or cash interest, if any, as the case
may be, on particular Securities.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the discharge of this Indenture and the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(6) or (7), the expenses including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.

                  SECTION 7.08         Replacement of Trustee. The Trustee may
resign by so notifying the Company; provided, however, no such resignation shall
be effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding may remove the Trustee by so
notifying the Trustee and the Company. The Company shall remove the Trustee if:

                  (1)      the Trustee fails to comply with Section 7.10;

                  (2)      the Trustee is adjudged bankrupt or insolvent;

                  (3)      a receiver or public officer takes charge of the
         Trustee or its property; or

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become

                                      -48-

<PAGE>

effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Securityholders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of a majority in aggregate Principal Amount at Maturity
of the Securities at the time outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor
Trustee.

                  If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  SECTION 7.09         Successor Trustee by Merger. If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                  SECTION 7.10         Eligibility; Disqualification. The
Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1)
and 310(b). The Trustee (or its parent holding company) shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. Nothing herein contained shall prevent the
Trustee from filing with the Commission the application referred to in the
penultimate paragraph of TIA Section 310(b).

                  SECTION 7.11         Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

                  SECTION 8.01         Discharge of Liability on Securities.
When (i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancellation, (ii) all
outstanding Securities have become due and payable and the Company or Holdings,
as applicable, irrevocably deposits with the Trustee, the Paying Agent (if the
Paying Agent is not the Company or any of its Affiliates) cash or, if expressly
permitted by the terms of the Securities, the Exchange Agreement or the
Indenture, Common Stock (as defined in the Exchange Agreement) sufficient to pay
all amounts due and owing on all outstanding Securities (other than Securities
replaced pursuant to Section 2.07), or (iii) all outstanding Securities have
been exchanged and delivered to Holdings and Holdings irrevocably deposits with
the Exchange Agent, Common Stock (as defined in the Exchange Agreement) pursuant
to the terms of the Exchange Agreement, sufficient to pay all amounts due

                                      -49-

<PAGE>

and owing on all outstanding Securities (other than Securities replaced pursuant
to Section 2.07) and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture and the Exchange Agreement shall,
subject to Section 7.07, cease to be of further effect. The Trustee shall join
in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officer's Certificate and Opinion of Counsel and at the cost
and expense of the Company.

                  SECTION 8.02         Repayment to the Company. The Trustee and
the Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the
Securities that remains unclaimed for two years, subject to applicable unclaimed
property law. After return to the Company, Holders entitled to the money or
securities must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and the Trustee and
the Paying Agent shall have no further liability to the Securityholders with
respect to such money or securities for that period commencing after the return
thereof.

                                    ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01         Without Consent of Holders. The Company
and the Trustee may amend this Indenture or the Securities without the consent
of any Securityholder:

                  (1)      to cure any ambiguity, omission, defect or
         inconsistency;

                  (2)      to comply with Article 5 or Section 7.14 of the
         Exchange Agreement;

                  (3)      to secure the Company's obligations under the
         Securities and this Indenture;

                  (4)      to add to the Company's covenants for the benefit of
         the Securityholders or to surrender any right or power conferred upon
         the Company;

                  (5)      to make any change to comply with the TIA, or any
         amendment thereto, or to comply with any requirement of the SEC in
         connection with the qualification of the Indenture under the TIA, or as
         necessary in connection with the registration of the Securities under
         the Securities Act;

                  (6)      to add or remove Guarantors in accordance with the
         terms of this Indenture; or

                  (7)      to make any change that does not adversely affect the
         rights of any Holders (it being understood that any amendment described
         in clause (1) above made solely to conform this Indenture to the final
         offering memorandum provided to investors in connection with the
         initial offering of the Securities will be deemed not to adversely
         affect the rights or interests of Holders).

                                      -50-

<PAGE>

                  SECTION 9.02         With Consent of Holders. With the written
consent of the Holders of at least a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, the Company and the Trustee
may, amend this Indenture or the Securities.

                  However, without the consent of each Securityholder affected,
an amendment to this Indenture or the Securities may not:

                  (1)      reduce the percentage in Principal Amount at maturity
         of Securities whose Holders must consent to an amendment;

                  (2)      make any change in the manner or rate of accrual of
         Original Issue Discount or cash interest, reduce the rate of cash
         interest referred to in paragraph 1 of the Securities, or extend the
         time for payment of Original Issue Discount or cash interest on any
         Security;

                  (3)      reduce the Principal Amount at Maturity, Restated
         Principal Amount or accrued Original Issue Discount or cash interest,
         with respect to any Security, or extend the Stated Maturity of any
         Security;

                  (4)      change the stated maturity of any Security;

                  (5)      reduce the Redemption Price, Purchase Price or Change
         of Control Purchase Price of any Security;

                  (6)      make any Security payable in money or securities
         other than that stated in the Security;

                  (7)      make any change in Article 10 of this Indenture, or
         this Section 9.02, except to increase any percentage set forth therein;

                  (8)      make any change that adversely affects the right to
         exchange any Security;

                  (9)      make any change that adversely affects the right to
         require the Company to purchase the Securities in accordance with the
         terms thereof and this Indenture;

                  (10)     make any change that adversely affects the rights of
         a holder to exchange any Security;

                  (11)     impair the right to institute suit for the
         enforcement of any payment with respect to, or exchange of, the
         Securities;

                  (12)     change the provisions in the Indenture that relate to
         modifying or amending the Indenture;

                  (13)     release Holdings from any of its obligations under
         the Exchange Agreement other than in accordance with the terms of this
         Indenture; and

                                      -51-

<PAGE>

                  (14)     release any Guarantors from any of their obligations
         under this Indenture or the Exchange Agreement, except as otherwise
         provided herein or therein.

                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section 9.02 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.

                  SECTION 9.03         Compliance with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall comply with
the TIA.

                  SECTION 9.04         Revocation and Effect of Consents,
Waivers and Actions. Until an amendment, consent, waiver or other action by
Holders becomes effective, a consent thereto by a Holder of a Security hereunder
is a continuing consent by the Holder and every subsequent Holder of that
Security or portion of the Security that evidences the same obligation as the
consenting Holder's Security, even if notation of the amendment, consent, waiver
or other action is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent as to such Holder's Security or portion
of the Security if the Trustee receives the notice of revocation before the date
as of which the amendment, consent, waiver or action is made effective. After an
amendment, consent, waiver or action becomes effective, it shall bind every
Securityholder.

                  SECTION 9.05         Notation on or Exchange of Securities.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities.

                  SECTION 9.06         Trustee to Sign Supplemental Indentures.
The Trustee shall sign any supplemental indenture authorized pursuant to this
Article 9 if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall receive, and (subject to the provisions
of Section 7.01) shall be fully protected in relying upon, in addition to the
documents required by Section 14.04, an Officer's Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

                  SECTION 9.07         Effect of Supplemental Indentures. Upon
the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                                      -52-

<PAGE>

                  SECTION 9.08         Waiver by Majority of Holders. The
Holders of a majority in Principal Amount at Maturity may, on behalf of all the
Holders of all Securities waive compliance by the Company with restrictive
provisions of this Indenture, and waive any past default under this Indenture
and its consequences, except a default in the payment of the Principal Amount at
Maturity, Restate Principal Amount, Issue Price, accrued and unpaid interest,
accrued Original Issue Discount, Redemption Price, Purchase Price or Change of
Control Purchase Price or in respect of any provision which under this Indenture
cannot be modified or amended without the consent of the Holder of each
outstanding security affected.

                                   ARTICLE 10

                          SPECIAL TAX EVENT CONVERSION

                  SECTION 10.01        Optional Exchange to Semiannual Coupon
Note upon Tax Event. From and after (i) the date (the "TAX EVENT DATE") of the
occurrence of a Tax Event and (ii) the date the Company exercises the option
provided for in this Section 10.01, whichever is later (the "OPTION EXERCISE
DATE"), at the option of the Company, interest in lieu of future Original Issue
Discount or cash interest shall accrue at the rate of 7.25% per annum,
calculated on a semiannual bond equivalent basis, on a Restated Principal Amount
per $1,000 original Principal Amount at Maturity (the "RESTATED PRINCIPAL
AMOUNT") equal to the Issue Price plus Original Issue Discount accrued through
the Option Exercise Date and shall be payable semiannually on January 30 and
July 30 of each year (each an "INTEREST PAYMENT DATE") to Holders of record at
the close of business on January 15 or July 15 (each a "REGULAR RECORD DATE")
immediately preceding such Interest Payment Date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from the Option Exercise Date. Within 15 days of the occurrence of a
Tax Event, the Company shall deliver a written notice of such Tax Event by
facsimile and first-class mail to the Trustee and within 15 days of its exercise
of such option the Company shall deliver a written notice of the Option Exercise
Date by facsimile and first-class mail to the Trustee and by first class mail to
the Holders of the Securities. From and after the Option Exercise Date, (i) the
Company shall be obligated to pay at Stated Maturity, in lieu of the Principal
Amount at Maturity of a Security, the Restated Principal Amount thereof plus
accrued and unpaid interest with respect to any Security and (ii) "ISSUE PRICE
AND ACCRUED ORIGINAL ISSUE DISCOUNT," "ISSUE PRICE PLUS ORIGINAL ISSUE DISCOUNT"
or similar words, as used herein, shall mean Restated Principal Amount plus
accrued and unpaid interest with respect to any Security. Securities
authenticated and delivered after the Option Exercise Date may, and shall if
required by the Trustee, bear a notation in a form approved by the Trustee as to
the conversion of the Securities to semiannual coupon notes. No other changes to
the Indenture shall result as a result of the events described in this Section
10.01.

                                   ARTICLE 11

                                    EXCHANGE

                  SECTION 11.01        Exchange Privilege. Pursuant to the
Exchange Agreement, a Holder of a Security may exchange such Security into
Common Stock at any time during the

                                      -53-

<PAGE>

periods and subject to the conditions stated in paragraph 8 of the Securities,
subject to the provisions of this Article 11.

                  SECTION 11.02        Company's Right to Elect to Pay Cash or
Common Stock. In lieu of delivery of Common Stock by Holdings upon notice of
exchange of any Securities (for all or any portion of the Securities), the
Company or Holdings may elect to pay Holders surrendering Securities an amount
in cash per Security (or a portion of a Security) equal to the Average Sale
Price of Common Stock for the five consecutive trading days immediately
following either (a) the date of notice of election to deliver cash as described
below if the Company has not given notice of redemption, or (b) the Exchange
Date, in the case of exchange following the notice of redemption specifying that
the Company intends to deliver cash upon exchange, in either case multiplied by
the Exchange Rate in effect on that date. Holdings will inform the Holders
through the Trustee no later than two business days following the Exchange Date
of its election to deliver shares of Common Stock or to pay cash in lieu of
delivery of Common Stock, unless the Company has already informed Holders of its
election in connection with its optional redemption of the Securities pursuant
to Section 3.01 herein. If Holdings elects to deliver all of such payment in
Common Stock, the Common Stock will be delivered by Holdings through the
Exchange Agent no later than the fifth business day following the Exchange Date.
If the Company elects to pay all or a portion of such payment in cash, the
payment, including any delivery of Common Stock by Holdings, will be made to
Holders surrendering Securities no later than the tenth business day following
the applicable Exchange Date. If an Event of Default (other than a default in a
cash payment upon exchange of the Securities) has occurred and is continuing,
the Company may not pay cash upon exchange of any Security or portion of a
Security (other than cash for fractional shares).

                                   ARTICLE 12

                               PAYMENT OF INTEREST

                  SECTION 12.01        Interest Payments. Interest on any
Security that is payable in cash, and is punctually paid or duly provided for,
on any applicable payment date shall be paid to the person in whose name that
Security is registered at the close of business on the Regular Record Date or
accrual date, as the case may be, for such interest at the office or agency of
the Company maintained for such purpose. Each installment of interest on any
Security shall be paid in same-day funds by transfer to an account maintained by
the payee located inside the United States, if the payee is the Holder of not
less than $1,000,000 aggregate principal amount at maturity of the Securities
and the Trustee shall have received proper wire transfer instructions from such
payee not later than the related Regular Record Date or accrual date, as the
case may be, or, if no such instructions have been received, by check mailed to
the payee at its address set forth on the Registrar's books. In the case of a
permanent Global Security, interest payable on any applicable payment date will
be paid to the Depositary, with respect to that portion of such permanent Global
Security held for its account by Cede & Co. for the purpose of permitting such
party to credit the interest received by it in respect of such permanent Global
Security to the accounts of the beneficial owners thereof.

                  SECTION 12.02        Defaulted Interest. Except as otherwise
specified with respect to the Securities, any interest on any Security that is
payable, but is not punctually paid or

                                      -54-

<PAGE>

duly provided for, within 30 days following any applicable payment date (herein
called "DEFAULTED INTEREST", which term shall include any accrued and unpaid
interest that has accrued on such defaulted amount in accordance with paragraph
1 of the Securities), shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date or accrual date, as the case
may be, by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the persons in whose names the Securities are
         registered at the close of business on a special record date for the
         payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Security
         and the date of the proposed payment (which shall not be less than 25
         days after such notice is received by the Trustee), and at the same
         time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit on or prior to the date of the proposed
         payment, such money when deposited to be held in trust for the benefit
         of the persons entitled to such Defaulted Interest as in this clause
         provided. Thereupon the Trustee shall fix a special record date (the
         "SPECIAL RECORD DATE") for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of Securities at his address as it appears on the list of
         Securityholders maintained pursuant to Section 2.05 not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been mailed as aforesaid, such Defaulted Interest shall be paid to the
         persons in whose names the Securities are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

                  (2)      The Company may make payment of any Defaulted
         Interest on the Securities in any other lawful manner not inconsistent
         with the requirements of any securities exchange on which such
         Securities may be listed, and upon such notice as may be required by
         such exchange, if, after notice given by the Company to the Trustee of
         the proposed payment pursuant to this clause, such manner of payment
         shall be deemed practicable by the Trustee.

                  SECTION 12.03        Interest Rights Preserved. Subject to the
foregoing provisions of this Article 12 and Section 2.06, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to semiannual and
contingent interest accrued and unpaid, and to accrue, which were carried by
such other Security.

                                      -55-

<PAGE>

                                   ARTICLE 13

                                   GUARANTEES

                  SECTION 13.01        Guarantees. Pursuant to the Exchange
Agreement, Holdings thereby absolutely, unconditionally and irrevocably
guarantees the Securities and obligations of the Company hereunder and
thereunder. The Company shall cause each of the Guarantors referred to in
Section 13.02 of this Indenture to agree to execute a Guaranty in the form of
Guarantee attached hereto at Exhibit A-2.

                  SECTION 13.02        Future Subsidiaries. If (a) the Company
or any of its Subsidiaries acquires or forms a wholly-owned Subsidiary organized
under the laws of the United States or any state or political subdivision
thereof or the District of Columbia or (b) the Company or any of its
Subsidiaries acquires or forms any domestic Subsidiary and, in each case, such
Subsidiary guarantees any indebtedness or other obligations of the Company other
than the Guarantees of the Securities, the Company will cause any such
Subsidiary to (i) execute and deliver to the Trustee any amendment or supplement
to this Indenture in accordance with the provisions of Article Nine of this
Indenture pursuant to which such Subsidiary shall guarantee all of the
obligations on the Securities (whether for principal, cash interest, and
interest accruing after the filing of, or which would have accrued but for the
filing of, a petition by or against the Company under Bankruptcy Law, whether or
not such interest is allowed as a claim after such filing in any proceeding
under such law), if any, and other amounts due in connection therewith
(including any fees, expenses and indemnities), on a senior unsecured basis and
(ii) deliver to such Trustee an Opinion of Counsel reasonably satisfactory to
such Trustee to the effect that such amendment or supplement has been duly
executed and delivered by such Subsidiary and is in compliance with the terms of
this Indenture. Upon the execution of any such amendment or supplement, the
obligations of the Guarantors and any such Subsidiary under their respective
Guarantees shall become joint and several and each reference to the "GUARANTOR"
in this Indenture shall, be deemed to refer to all Guarantors, including such
Subsidiary.

                  SECTION 13.03        Release of the Guarantor. Concurrently
with the discharge of the Securities under Section 8.01, each Guarantor shall be
released from all its obligations under its Guarantee under this Article
Thirteen.

                  So long as no Default exists or with notice or lapse of time
or both, would exist, the Guarantee issued by any Guarantor shall be
automatically and unconditionally released and discharged upon (a) any sale,
exchange or transfer to any Person that is not an Affiliate of the Company of
all of the Capital Stock of such Guarantor owned by the Company, which
transaction is otherwise in compliance with the Indenture or (b) any release or
discharge of all guarantees by such Guarantor of any indebtedness or obligations
of the Company other than the Guarantees of the Securities.

                                      -56-

<PAGE>

                                   ARTICLE 14

                                  MISCELLANEOUS

                  SECTION 14.01        Trust Indenture Act Controls. If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

                  SECTION 14.02        Notices. Any request, demand,
authorization, notice, waiver, consent or communication shall be in writing and
delivered in person or delivery by courier guaranteeing overnight delivery or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

                  if to the Company:

                           America West Airlines, Inc.
                           4000 East Sky Harbor Boulevard
                           Phoenix, Arizona 85304
                           Attention: Linda Mitchell, General Counsel
                           Facsimile: (480) 693-5155

                  with a copy of any notice given pursuant to Article 6 to:

                           Cooley Godward LLP
                           One Maritime Plaza
                           San Francisco, CA 94111
                           Attention: Samuel M. Livermore
                           Telephone: (415) 693-2113
                           Facsimile: (415) 951-3699

                  if to the Trustee:

                           U.S. Bank National Association
                           180 East Fifth Street
                           St. Paul, Minnesota 55101
                           Attention: Corporate Trust Services
                           Telephone: (651) 244-8677
                           Facsimile: (651) 244-0711

                           Effective August 11, 2003, the address for the
                           Trustee will be:

                           U.S. Bank National Association
                           60 Livingston Avenue
                           St. Paul, Minnesota 55107
                           Attention: Corporate Trust Services
                           Telephone: (651) 495-3913
                           Facsimile: (651) 495-8097

                                      -57-

<PAGE>

                  The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication given to a Securityholder shall be
mailed to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

                  If the Company mails a notice or communication to the
Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Exchange Agent or co-registrar.

                  SECTION 14.03        Communication by Holders with Other
Holders. Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Exchange Agent and anyone else shall have the protection of TIA Section 312(c).

                  SECTION 14.04        Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee if
reasonably requested:

                  (1)      an Officer's Certificate stating that, in the opinion
         of the signer, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2)      an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

                  SECTION 14.05        Statements Required in Certificate or
Opinion. Each Officer's Certificate or Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture shall
include to the extent required by the Trustee:

                  (1)      a statement that the person making such Officer's
         Certificate or Opinion of Counsel has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such Officer's Certificate or Opinion of Counsel are
         based;

                  (3)      a statement that, in the opinion of such person, he
         has made such examination or investigation as is necessary to enable
         such person to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                                      -58-

<PAGE>

                  (4)      a statement that, in the opinion of such person, such
         covenant or condition has been complied with.

                  SECTION 14.06        Separability Clause. In case any
provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  SECTION 14.07        Rules by Trustee, Paying Agent, Exchange
Agent and Registrar. The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar, Exchange Agent and the Paying Agent
may make reasonable rules for their functions.

                  SECTION 14.08        Calculations. The calculation of the
Purchase Price, Change of Control Purchase Price, Exchange Rate, Market Price,
Sale Price of the Common Stock and each other calculation to be made hereunder
shall be the obligation of the Company. All calculations made by the Company as
contemplated pursuant to this Section 14.08 shall be final and binding on the
Company and the Holders absent manifest error. The Trustee, Paying Agent and
Exchange Agent shall not be obligated to recalculate, recompute or confirm any
such calculations.

                  SECTION 14.09        Legal Holidays. A "LEGAL HOLIDAY" is any
day other than a Business Day. If any specified date (including a date for
giving notice) is a Legal Holiday, the action shall be taken on the next
succeeding day that is not a Legal Holiday, and, if the action to be taken on
such date is a payment in respect of the Securities, no Original Issue Discount
or interest, if any, shall accrue for the intervening period.

                  SECTION 14.10        Governing Law. THE LAWS OF THE STATE OF
NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES.

                  SECTION 14.11        No Recourse Against Others. A director,
officer, employee, agent, representative, stockholder or equity holder, as such,
of the Company shall not have any liability for any obligations of the Company
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

                  SECTION 14.12        Successors. All agreements of the Company
in this Indenture and the Securities shall bind its successor. All agreements of
the Trustee in this Indenture shall bind its successor.

                  SECTION 14.13        Multiple Originals. The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One originally signed
copy is enough to prove this Indenture.

                                      -59-

<PAGE>

                  IN WITNESS WHEREOF, the undersigned, being duly authorized,
have executed this Indenture on behalf of the respective parties hereto as of
the date first above written.

                                       AMERICA WEST AIRLINES, INC.

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

                                       U.S. BANK NATIONAL ASSOCIATION

                                       By: /s/ Richard H. Prokosch
                                           -------------------------------------
                                               Name: Richard H. Prokosch
                                               Title: Vice President

<PAGE>

                                   EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

                  THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED. THE ISSUE PRICE OF THIS NOTE WAS $343.61 PER $1,000 OF
PRINCIPAL AMOUNT AT MATURITY; THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, INCLUDING
CASH INTEREST PAYABLE THROUGH JULY 30, 2008 TAXABLE AS ORIGINAL ISSUE DISCOUNT
UNDER TREASURY REGULATION SECTION 1.1273-1, IS $780.95 PER $1,000 OF PRINCIPAL
AMOUNT AT MATURITY; THE ISSUE DATE IS JULY 30, 2003; AND THE YIELD TO MATURITY
FOR THE PURPOSES OF ACCRUING TAX ORIGINAL ISSUE DISCOUNT IS 7.25% PER ANNUM,
CALCULATED ON A SEMIANNUAL BOND EQUIVALENT BASIS.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

                  THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXCHANGE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON EXCHANGE OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

                                      A-1-1

<PAGE>

                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF
THE LAST DAY SECURITIES OF THIS ISSUE WERE ISSUED AND THE LAST DATE ON WHICH
AMERICA WEST AIRLINES, INC. (THE "COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF
THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2),(3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF ANY HOLDER THAT IS NOT AN AFFILIATE OF THE COMPANY
AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

                                      A-1-2

<PAGE>

                           AMERICA WEST AIRLINES, INC.
                        Senior Exchangeable Note due 2023

No. A-1                                         CUSIP: 023650AL8
Issue Date:  July 30, 2003                      Original Issue Discount: $780.95
Issue Price:  $343.61                           (for each $1,000 Principal
(for each $1,000 Principal                      Amount at Maturity)
Amount at Maturity)

                  AMERICA WEST AIRLINES, INC., a Delaware corporation, promises
to pay to Cede & Co. or registered assigns the Principal Amount at Maturity of
TWO HUNDRED AND EIGHTEEN MILLION TWO HUNDRED AND SEVENTY ONE THOUSAND DOLLARS
($218,271,000) on July 30, 2023.

                  This Security shall not bear interest except as specified on
the other side of this Security. Original Issue Discount will accrue as
specified on the other side of this Security. This Security is exchangeable as
specified on the other side of this Security.

                                      A-1-3

<PAGE>

                  Additional provisions of this Security are set forth on the
other side of this Security.

Dated: July 30, 2003                   AMERICA WEST AIRLINES, INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By:________________________
      Authorized Officer

Dated: ________________________

                                      A-1-4

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]
                        Senior Exchangeable Note due 2023

                                    (1)      Interest.

                  The Company promises to pay interest in cash on the Principal
Amount at Maturity of this Note at the rate per annum of 2.4912% from the Issue
Date, or from the most recent date to which interest has been paid or provided
for, until July 30, 2008. During such period, the Company will pay cash interest
semiannually in arrears on January 30 and July 30 of each year (each an
"INTEREST PAYMENT DATE") to Holders of record at the close of business on each
January 15 and July 15 (whether or not a business day) (each a "REGULAR RECORD
DATE") immediately preceding such Interest Payment Date. Cash interest on the
Notes will accrue from the most recent date to which interest has been paid or
duly provided or, if no interest has been paid, from the Issue Date. Cash
interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                  After July 30, 2008, this Security shall not bear interest,
except as specified in this paragraph or in paragraphs 5 and 11 hereof. If the
Principal Amount at Maturity hereof or any portion of such Principal Amount at
Maturity is not paid when due (whether upon acceleration pursuant to Section
6.02 of the Indenture, upon the date set for payment of the Redemption Price
pursuant to paragraph 5 hereof, upon the date set for payment of the Purchase
Price or Change of Control Purchase Price pursuant to paragraph 6 hereof or upon
the Stated Maturity of this Security) or if interest (including contingent
interest, if any) due hereon or any portion of such interest is not paid when
due in accordance with paragraph 5 or 11 hereof, then in each such case the
overdue amount shall, to the extent permitted by law, bear interest at the rate
of 7.25% per annum, compounded semiannually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

                  Original Issue Discount (the difference between the Issue
Price and the Principal Amount at Maturity of the Security), in the period
during which a Security remains outstanding, shall accrue at 7.25% per annum, on
a semiannual bond equivalent basis using a 360-day year composed of twelve
30-day months, from the Issue Date of this Security.

                                    (2)      Method of Payment.

                  Subject to the terms and conditions of the Indenture, the
Company will make payments in respect of Redemption Prices, Purchase Prices,
Change of Control Purchase Prices and at Stated Maturity to Holders who
surrender Securities to a Paying Agent to collect such payments in respect of
the Securities. The Company will pay any cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may make such cash payments by check payable
in such money.

                                      A-1-5

<PAGE>

                                    (3)      Paying Agent, Exchange Agent,
                           Registrar and Bid Solicitation Agent.

                  Initially, U.S. Bank National Association, a national banking
association (the "TRUSTEE"), will act as Paying Agent, Exchange Agent, Registrar
and Bid Solicitation Agent. The Company may appoint and change any Paying Agent,
Exchange Agent, Registrar or co-registrar or Bid Solicitation Agent without
notice, other than notice to the Trustee except that the Company will maintain
at least one Paying Agent in the State of New York, City of New York, Borough of
Manhattan, which shall initially be an office or agency of the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Exchange Agent, Registrar or co-registrar. None of the Company, any of
its Subsidiaries or any of their Affiliates shall act as Bid Solicitation Agent.

                                    (4)      Indenture.

                  The Company issued the Securities pursuant to an Indenture
dated as of July 30, 2003 (the "INDENTURE"), between the Company and the Trustee
and America West Holdings Corporation ("HOLDINGS") has guaranteed the Securities
pursuant to a Guaranty and Exchange Agreement dated as of July 30, 2003 (the
"EXCHANGE AGREEMENT") by and between Holdings and U.S. Bank National
Association, as Exchange Agent and Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
those terms.

                  The Securities and the Guarantees are general unsecured and
unsubordinated obligations, of the Company and the Guarantors, respectively,
limited to $261,925,000 aggregate Principal Amount at Maturity (subject to
Section 2.07 of the Indenture). The Indenture does not limit other indebtedness
of the Company, secured or unsecured.

                                    (5)      Redemption at the Option of the
                           Company.

                  No sinking fund is provided for the Securities. The Securities
are redeemable as a whole, or from time to time in part, at any time at the
option of the Company in accordance with the Indenture at the Redemption Prices
set forth below, provided that the Securities are not redeemable prior to July
30, 2008.

                  The table below shows Redemption Prices of a Security per
$1,000 Principal Amount at Maturity on the dates shown below and at Stated
Maturity, which prices reflect accrued Original Issue Discount calculated to
each such date. The Redemption Price of a Security redeemed between such dates
shall include an additional amount reflecting the additional Original Issue
Discount accrued since the preceding date in the table but not including the
Redemption Date.

                                      A-1-6

<PAGE>

<TABLE>
<CAPTION>
                                                                                    (2)
                                                            (1)                  ACCRUED                 (3)
                                                           NOTE               ORIGINAL ISSUE       REDEMPTION PRICE
REDEMPTION DATE                                         ISSUE PRICE              DISCOUNT             (1) + (2)
---------------                                         -----------              --------             ---------
                                                             $                       $                     $
<S>                                                     <C>                  <C>                   <C>
July 30,
2008........................................              343.61                     0.00                343.61
2009........................................              343.61                    25.36                368.97
2010........................................              343.61                    52.60                396.21
2011........................................              343.61                    81.84                425.45
2012........................................              343.61                   113.25                456.86
2013........................................              343.61                   146.97                490.58
2014........................................              343.61                   183.18                526.79
2015........................................              343.61                   222.07                565.68
2016........................................              343.61                   263.82                607.43
2017........................................              343.61                   308.66                652.27
2018........................................              343.61                   356.80                700.41
2019........................................              343.61                   408.50                752.11
2020........................................              343.61                   464.02                807.63
2021........................................              343.61                   523.64                867.25
2022........................................              343.61                   587.65                931.26
At stated maturity..........................              343.61                   656.39              1,000.00
</TABLE>

                  If this Security has been converted to a semiannual coupon
note following the occurrence of a Tax Event, the Redemption Price will be equal
to the Restated Principal Amount plus accrued and unpaid interest from the date
of such conversion to but not including the Redemption Date; but in no event
will this Security be redeemable before July 30, 2008.

                                    (6)      Purchase by the Company at the
                           Option of the Holder.

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the Holder, the
Securities held by such Holder on the following Purchase Dates and at the
following Purchase Prices per $1,000 Principal Amount at Maturity, upon delivery
of a Purchase Notice containing the information set forth in the Indenture, at
any time from the opening of business on the date that is 20 Business Days prior
to such Purchase Date until the close of business on the second Business Day
immediately preceding such Purchase Date and upon delivery of the Securities to
the Paying Agent by the Holder as set forth in the Indenture.

                                      A-1-7

<PAGE>

<TABLE>
<CAPTION>
Purchase Date                       Purchase Price
-------------                       --------------
<S>                                 <C>
July 30, 2008                          $343.61

July 30, 2013                          $490.58

July 30, 2018                          $700.41
</TABLE>

                  The Purchase Price (equal to the Issue Price plus accrued
Original Issue Discount to the Purchase Date) may be paid, at the option of the
Company, in cash or by the issuance and delivery of shares of Common Stock of
Holdings, or in any combination thereof in accordance with the Indenture.

                  If prior to a Purchase Date this Security has been converted
to a semiannual coupon note following the occurrence of a Tax Event, the
Purchase Price will be equal to the Restated Principal Amount plus accrued and
unpaid interest from the date of conversion to the Purchase Date as provided in
the Indenture.

                  At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase the
Securities held by such Holder no later than 30 Business Days after the
occurrence of a Change of Control of the Company for a Change of Control
Purchase Price equal to the Issue Price plus accrued Original Issue Discount to
but not including the Change of Control Purchase Date. If prior to a Change of
Control Purchase Date this Security has been converted to a semiannual coupon
note following the occurrence of a Tax Event, the Change of Control Purchase
Price shall be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Change of Control Purchase Date.

                  In accordance with the terms of the Exchange Agreement,
Holdings may, at its option, elect to delivery Common Stock (as defined in the
Exchange Agreement) to satisfy all or a portion of the Change of Control
Purchase Price.

                  A third party may make the offer and purchase of the
Securities in lieu of the Company in accordance with the Indenture and the
Exchange Agreement.

                  Holders have the right to withdraw any Purchase Notice or
Change of Control Purchase Notice, as the case may be, by delivering to the
Paying Agent a written notice of withdrawal in accordance with the provisions of
the Indenture.

                  If cash (and/or securities if permitted under the Indenture
and the Exchange Agreement) sufficient to pay the Purchase Price or Change of
Control Purchase Price, as the case may be, of all Securities or portions
thereof to be purchased as of the Purchase Date or the Change of Control
Purchase Date, as the case may be, is deposited with the Paying Agent or
Exchange Agent on the Business Day following the Purchase Date or the Change of
Control Purchase Date, as the case may be, Original Issue Discount and
contingent interest, if any, shall

                                      A-1-8

<PAGE>

cease to accrue on such Securities (or portions thereof) on such Purchase Date
or Change of Control Purchase Date, as the case may be, and the Holder thereof
shall have no other rights as such (other than the right to receive the Purchase
Price or Change of Control Purchase Price, as the case may be, if any, upon
surrender of such Security).

                                    (7)      Notice of Redemption.

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at the Holder's registered address. If money sufficient to pay the
Redemption Price of, and accrued and unpaid contingent interest, if any, with
respect to, all Securities (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, on such Redemption Date, Original Issue Discount and interest (including
contingent interest), if any, shall cease to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 of Principal
Amount at Maturity may be redeemed in part but only in integral multiples of
$1,000 of Principal Amount at Maturity.

                                    (8)      Exchange.

                  Exchange Based on Common Stock Price. Subject to the
provisions of this paragraph 8, the Indenture and the Exchange Agreement and
notwithstanding the fact that any other condition to exchange has not been
satisfied, Holders may exchange the Securities into Common Stock on an Exchange
Date in any fiscal quarter commencing after September 30, 2003, if, as of the
last day of the preceding fiscal quarter, the Sale Price of the Common Stock for
at least 20 trading days in a period of 30 consecutive trading days ending on
the last trading day of such preceding fiscal quarter is greater than the
exchange trigger price per share. A Security (or portion thereof) surrendered
for exchange based upon the Sale Price of the Common Stock, as described in the
Exchange Agreement may be surrendered for exchange until the close of business
on July 23, 2023.

                  The "accreted exchange price per share" of Common Stock as of
any day equals the quotient of:

-        the Issue Price and accrued Original Issue Discount to that day,
         divided by

-        the number of shares of Common Stock issuable upon exchange of $1,000
         Principal Amount at Maturity of Securities on that day.

                  The "exchange trigger price" per share of Common Stock in
respect of each of the first twenty fiscal quarters following issuance of the
Securities is $11.80. This exchange trigger price reflects the accreted exchange
price per share of Common Stock multiplied by 110%. Thereafter, the accreted
exchange price per share of Common Stock increases each fiscal quarter by the
accreted original issue discount for the quarter. The exchange trigger price per
share for the fiscal quarter beginning July 1, 2023 is $34.13. The foregoing
exchange trigger prices assume that no events have occurred that would require
an adjustment to the exchange rate.

                                      A-1-9

<PAGE>

                  Exchange Based on Trading Price of the Securities. Subject to
the provisions of this paragraph 8, the Indenture and the Exchange Agreement and
notwithstanding the fact that any other condition to exchange has not been
satisfied, on or before July 30, 2018, the Securities may be surrendered for
exchange at any time after a 10 consecutive trading-day period in which the
average of the trading prices for the Securities for that 10 trading-day period
was less than 103% of the average exchange value for the Securities during that
period.

                  The exchange value of a Security is equal to the product of
the closing sale price for shares of our common stock on a given day multiplied
by the then current exchange rate, which is the number of shares of Common Stock
into which each Security is then exchangeable. The trading price of the
Securities on any date of determination is the average of the secondary market
bid quotations per Security obtained by the Company or the calculation agent for
$2,500,000 principal amount of notes at approximately 3:30 p.m., New York City
time, on such determination date from two independent nationally recognized
securities dealers the Company selects, provided that if at least two such bids
cannot reasonably be obtained by the Company or the calculation agent, but one
such bid is obtained, then this one bid shall be used.

                  Exchange upon Redemption. Subject to the provisions of this
paragraph 8, the Indenture and the Exchange Agreement and notwithstanding the
fact that any other condition to exchange has not been satisfied, a Holder may
exchange into Common Stock a Security or portion of a Security which has been
called for redemption pursuant to paragraph 5 hereof, but such Securities may be
surrendered for exchange until the close of business on the second Business Day
immediately preceding the Redemption Date.

                  Exchange upon Certain Distributions. Subject to the provisions
of this paragraph 8, the Indenture and the Exchange Agreement and
notwithstanding the fact that any other condition to exchange has not been
satisfied, in the event that the Company declares a dividend or distribution
described in Section 7.07 of the Exchange Agreement, or a dividend or a
distribution described in Section 7.08 of the Exchange Agreement where, the fair
market value, per share, of such dividend or distribution per share of Common
Stock, as determined in the Indenture, exceeds 5% of the Sale Price of the
Common Stock on the Business Day immediately preceding the date of declaration
for such dividend or distribution, the Securities may be surrendered for
exchange beginning on the date the Company gives notice to the Holders of such
right, which shall not be less than 20 days prior to the Ex-Dividend Time for
such dividend or distribution, and Securities may be surrendered for exchange at
any time thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such dividend or
distribution will not take place.

                  Exchange upon the Occurrence of Certain Corporate
Transactions. Subject to the provisions of this paragraph 8, the Indenture and
the Exchange Agreement and notwithstanding the fact that any other condition to
exchange has not been satisfied, in the event the Company is a party to a
consolidation, merger or binding share exchange pursuant to which the Common
Stock would be exchanged into cash, securities or other property as set forth in
Section 7.14 of

                                     A-1-10

<PAGE>

the Exchange Agreement, the Securities may be surrendered for exchange at any
time from and after the date which is 15 days prior to the date the Company
announces the anticipated effective time until 15 days after the actual
effective date of such transaction, and at the effective time of such
transaction the right to exchange a Security into Common Stock will be deemed to
have changed into a right to exchange it into the kind and amount of cash,
securities or other property which the holder would have received if the holder
had exchanged its Security immediately prior to the transaction.

                  A Security in respect of which a Holder has delivered a
Purchase Notice or Change of Control Purchase Notice exercising the option of
such Holder to require the Company to purchase such Security may be exchanged
only if such notice of exercise is withdrawn in accordance with the terms of the
Indenture.

                  The initial Exchange Rate is 32.038 shares of Common Stock per
$1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Common Stock.

                  In the event the Company exercises its option pursuant to
Section 10.01 of the Indenture to have interest in lieu of Original Issue
Discount accrue on the Security following a Tax Event, the Holder will be
entitled on exchange to receive the same number of shares of Common Stock such
Holder would have received if the Company had not exercised such option.

                  Accrued and unpaid interest in lieu of Original Issue Discount
and cash interest will not be paid on Securities that are exchanged; provided,
however that Securities surrendered for exchange during the period, in the case
of interest in lieu of Original Issue Discount, from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date, shall be entitled to receive such
interest, in lieu of Original Issue Discount, payable on such Securities on the
corresponding Interest Payment Date and (except Securities with respect to which
the Company has mailed a notice of redemption) Securities surrendered for
exchange during such periods must be accompanied by payment of an amount equal
to the interest in lieu of Original Issue Discount with respect thereto that the
registered Holder is to receive.

                  To exchange a Security, a Holder must (1) complete and
manually sign the exchange notice below (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Exchange Agent, (2)
surrender the Security to the Exchange Agent, (3) furnish appropriate
endorsements and transfer documents if required by the Exchange Agent, the
Company or the Trustee and (4) pay any transfer or similar tax, if required.

                  A Holder may exchange a portion of a Security if the Principal
Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000.
No payment or adjustment will be made for dividends on the Common Stock except
as provided in the Exchange Agreement. On exchange of a Security, the greater of
that portion of accrued Original Issue Discount (or interest if the Company has
exercised its option provided for in paragraph 10

                                     A-1-11

<PAGE>

hereof) or Tax Original Issue Discount attributable to the period from the Issue
Date (or, if the Company has exercised the option referred to in paragraph 10
hereof, the later of (x) the date of such exercise and (y) the date on which
interest was last paid) through the Exchange Date and (except as provided above)
accrued cash interest, if any, with respect to the exchanged Security shall not
be cancelled, extinguished or forfeited, but rather shall be deemed to be paid
in full to the Holder thereof through the delivery of the Common Stock (together
with the cash payment, if any, in lieu of fractional shares) in exchange for the
Security being exchanged pursuant to the terms hereof; and the fair market value
of such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for the greater of Original Issue Discount (or interest, if the Company
has exercised its option provided for in paragraph 10 hereof) or Tax Original
Issue Discount accrued through the Exchange Date and any accrued cash interest,
and the balance, if any, of such fair market value of such Common Stock (and any
such cash payment) shall be treated as issued in exchange for the Issue Price of
the Security being exchanged pursuant to the provisions hereof.

                  The Exchange Rate will be adjusted, in the manner provided in
the Exchange Agreement, for dividends or distributions on Common Stock payable
in Common Stock or other Capital Stock; subdivisions, combinations or certain
reclassifications of Common Stock; distributions to all holders of Common Stock
of certain rights to purchase Common Stock for a period expiring within 60 days
of the record date for such distribution at less than the Sale Price of the
Common Stock at the Time of Determination; and distributions to such holders of
assets or debt securities of Holdings or certain rights to purchase securities
of Holdings (excluding certain cash dividends or distributions) and certain
rights pursuant to shareholder rights plans. However, no adjustment need be made
if Securityholders may participate in the transaction or in certain other cases.
Holdings from time to time may voluntarily increase the Exchange Rate.

                  If Holdings is a party to a consolidation, merger or binding
share exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to exchange a
Security into Common Stock may be changed into a right to exchange it into
securities, cash or other assets of Holdings or another person.

                                    (9)      Exchange Arrangement on Call for
                           Redemption.

                  Any Securities called for redemption, unless surrendered for
exchange before the close of business on the Redemption Date, may be deemed to
be purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to exchange
them into Common Stock of Holdings and to make payment for such Securities to
the Trustee in trust for such Holders.

                                    (10)     Tax Event.

                  (a)      From and after (i) the date of the occurrence of a
Tax Event (the "TAX EVENT DATE") and (ii) the date the Company exercises the
option provided for in this paragraph

                                     A-1-12

<PAGE>
10, whichever is later (the "OPTION EXERCISE DATE"), at the option of the
Company, interest in lieu of future Original Issue Discount shall accrue at the
rate of 7.25% per annum on a principal amount per Security (the "RESTATED
PRINCIPAL AMOUNT") equal to the Issue Price plus Original Issue Discount accrued
through the Option Exercise Date and shall be payable semiannually on January 30
and July 30 of each year (each an "INTEREST PAYMENT DATE") to holders of record
at the close of business on January 15 or July 15 (each a "REGULAR RECORD DATE")
immediately preceding such Interest Payment Date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from the Option Exercise Date.

                  (b)      Interest on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose. Each installment of interest on any
Security shall be paid in same-day funds by transfer to an account maintained by
the payee located inside the United States.

                                    (11) Defaulted Interest.

                  Except as otherwise specified with respect to the Securities,
any Defaulted Interest on any Security shall forthwith cease to be payable to
the registered Holder thereof on the relevant Regular Record Date or accrual
date, as the case may be, by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company as provided for in Section 12.02
of the Indenture.

                                    (12)     Denominations; Transfer; Exchange.

                  The Securities are in fully registered form, without coupons,
in denominations of $1,000 of Principal Amount at Maturity and integral
multiples of $1,000. A Holder may transfer or exchange Securities in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Securities selected for redemption (except, in the case
of a Security to be redeemed in part, the portion of the Security not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change of
Control Purchase Notice has been given and not withdrawn (except, in the case of
a Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

                                    (13)     Persons Deemed Owners.

                  The registered Holder of this Security may be treated as the
owner of this Security for all purposes.

                                     A-1-13

<PAGE>

                                    (14)     Unclaimed Money or Securities.

                  The Trustee and the Paying Agent shall return to the Company
upon written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property laws. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.

                                    (15)     Amendment; Waiver.

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture or Section 7.14 of the Exchange
Agreement, to secure the Company's obligations under this Security or to add to
the Company's covenants for the benefit of the Securityholders or to surrender
any right or power conferred, to comply with any requirement of the SEC in
connection with the qualification of the Indenture under the TIA, or as
necessary in connection with the registration of the Securities under the
Securities Act or to make any change that does not adversely affect the rights
of any Holders.

                                    (16)     Defaults and Remedies.

                  Under the Indenture, Events of Default include (i) default in
the payment of any interest when the same becomes due and payable or of interest
which becomes due and payable upon exercise by the Company of its option
provided for in paragraph 10 hereof which default in either case continues for
30 days; (ii) default in payment of the Principal Amount at Maturity (including
Original Issue Discount and, if the Securities have been converted to semiannual
coupon notes following a Tax Event, the Restated Principal Amount), Issue Price
plus accrued Original Issue Discount or cash interest, Redemption Price,
Purchase Price or Change of Control Purchase Price, as the case may be, in
respect of the Securities when the same becomes due and payable at its Stated
Maturity, upon redemption, upon declaration, when due for purchase by the
Company or otherwise; (iii) failure by the Company or any Guarantor to comply
with other agreements in the Securities, the Indenture or the Exchange Agreement
(other than those referred to in (i) and (ii) above) and such failure continues
for 60 days after receipt by the Company or any Guarantor of a Notice of
Default; (iv) default under any Debt, whether such Debt now exists or is created
later, which default results in such Debt becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, and the principal amount of all Debt so accelerated, together with all
Debt due and payable but not paid

                                     A-1-14

<PAGE>

prior to the end of any grace period, is $25,000,000 or more, and such
acceleration has not been rescinded or annulled within a period of 30 days after
receipt by the Company of a Notice of Default from the Trustee; provided,
however, that if any such default shall be cured, waived, rescinded or annulled,
then the Event of Default by reason thereof shall be deemed not to have
occurred; (v) any Guarantee ceases to be in full force and effect or is declared
null and void or any Guarantor denies that it has any further liability under
any Guarantee, or gives notice to such effect (other than by reason of the
termination of the Indenture or the release of any such Guarantee in accordance
with the Indenture) and such condition shall have continued for a period of 30
days after written notice of such failure requiring the Guarantor and the
Company to remedy the same shall have been given (x) to the Company by the
Trustee or (y) to the Company and the Trustee by the holders of 25% in aggregate
principal amount of the Securities then outstanding; and (vi) certain events of
bankruptcy or insolvency. A Default under (iii) or (iv) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding notify the Company, the Guarantors and the Trustee, of the Default
and the Company or the Guarantor does not cure such Default (and such Default is
not waived) within the time specified in (iii) or (iv) above after receipt of
such notice. Any such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default". If an Event of
Default occurs and is continuing, the Trustee, or the Holders of at least 25% in
aggregate Principal Amount at Maturity of the Securities at the time
outstanding, may declare all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities becoming due and payable immediately upon the
occurrence of such Events of Default.

                  Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives indemnity or security
reasonably satisfactory to it. Subject to certain limitations, Holders of a
majority in aggregate Principal Amount at Maturity of the Securities at the time
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default
(except a Default in payment of amounts specified in clause (i) or (ii) above)
if it determines that withholding notice is in their interests.

                                    (17)     Trustee Dealings with the Company.

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

                                    (18)     No Recourse Against Others.

                                     A-1-15

<PAGE>

                  A director, officer, employee, agent, representative,
stockholder or equity holder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

                                    (19)     Authentication.

                  This Security shall not be valid until an authorized signatory
of the Trustee manually signs the Trustee's Certificate of Authentication on the
other side of this Security.

                                    (20)     Guarantees

                  The Company's obligations under the Securities are guaranteed
on a senior unsecured basis, jointly and severally, by Holdings and each Person
that becomes a Guarantor pursuant to the Exchange Agreement and by each person
that becomes a Guarantor pursuant to the Indenture.

                                    (21)     Abbreviations.

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

                                    (22)     GOVERNING LAW.

                  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE,
THE GUARANTEES AND THIS SECURITY.

                                     A-1-16

<PAGE>

                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture which has in it the text of
this Security in larger type. Requests may be made to:

                  America West Airlines, Inc.
                  4000 East Sky Harbor Boulevard
                  Phoenix, Arizona 85304
                  Attention: Linda Mitchell, General Counsel
                  Facsimile: (480) 693-5155

                                     A-1-17

<PAGE>

<TABLE>
<CAPTION>
                     ASSIGNMENT FORM                                             EXCHANGE NOTICE
<S>                                                            <C>
To assign this Security, fill in the form below:               To exchange this Security into Common Stock of
                                                               Holdings, check the box:
I or we assign and transfer this Security to

________________________________________________________                               [ ]

(Insert assignee's soc. sec. or tax ID no.)                    To exchange only part of this Security, state the
                                                               Principal Amount at Maturity to be exchanged (which
                                                               must be $1,000 or an integral multiple of $1,000):
________________________________________________________

________________________________________________________       $__________________________________________________
(Print or type assignee's name, address and zip code)
                                                               If you want the stock certificate made out in
and irrevocably appoint                                        another person's name, fill in the form below:

_____________________ agent to transfer this Security on       ___________________________________________________
the books of the Company.  The agent may substitute            (Insert other person's soc. sec. or tax ID no.)
another to act for him.

                                                               ___________________________________________________

                                                               ___________________________________________________

                                                               ___________________________________________________

                                                               ___________________________________________________
                                                               (Print or type other person's name, address and zip
                                                               code)
</TABLE>

                                     A-1-18

<PAGE>

________________________________________________________________________________
Date:  _____________________  Your Signature:___________________________________
________________________________________________________________________________
     (Sign exactly as your name appears on the other side of this Security)

                                     A-1-19
<PAGE>

                                   EXHIBIT A-2

                               [FORM OF GUARANTEE]

                  The Guarantors (as defined in the Indenture and which term
includes any successor person under the Indenture), upon the terms and subject
to the conditions set forth in the Indenture, hereby unconditionally guarantee,
jointly and severally, on a senior unsecured basis, ranking pari passu with all
other existing and future senior unsecured indebtedness of such Guarantor, if
any, (such guarantee by each Guarantor being referred to herein as the
"GUARANTEE") that: (a) the principal of and cash interest on the Securities will
be paid in full when due, whether at Stated Maturity, by acceleration,
redemption or otherwise (including, without limitation, the amount that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Law), together with cash interest and interest on any overdue
interest, to the extent lawful, and all other obligations of the Company to the
Holders or the Trustee under the Securities and the Indenture will be paid in
full or performed, all in accordance with the terms hereof and thereof; and (b)
in case of any extension of time of payment or renewal of any Securities or of
any such other obligations, the same shall be paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, redemption or otherwise.

                  The Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor.

                  The Guarantors hereby waive (to the extent permitted by law)
the benefits of diligence, presentment, demand for payment, filing of claims
with a court in the event of merger, insolvency or bankruptcy of the Company,
any requirement that the Trustee or any of the Holders protect, secure, perfect
or insure any Security Interest in or other lien or encumbrance upon any
property subject thereto or exhaust any right or take any action against the
Company or any other Person, any right to require a proceeding first against the
Company or any other Person, protest, notice and all demands whatsoever and
covenants that the Guarantee of such Guarantor shall not be discharged as to any
Security except by complete performance of the obligations contained in such
Security, the Indenture and such Guarantee. The Guarantors acknowledge that the
Guarantees are a guarantee of payment and not of collection.

                  The Guarantors hereby agree that, in the event of a default in
payment of principal or cash interest on such Security, whether at its Stated
Maturity, by acceleration, redemption, purchase or otherwise, legal proceedings
may be instituted by the Trustee on behalf of, or by, the Holder of such
Security, subject to the terms and conditions set forth in the Indenture,
directly against each of the Guarantors to enforce such Guarantor's Guarantee
without first proceeding against the Company or any other Guarantor. The
Guarantor agrees that if, after the occurrence

                                     A-2-1

<PAGE>

and during the continuance of an Event of Default, the Trustee or any of the
Holders are prevented by applicable law from exercising their respective rights
to accelerate the maturity of the Securities, to collect interest on the
Securities, or to enforce or exercise any other right or remedy with respect to
the Securities, such Guarantor shall pay to the Trustee for the account of the
Holder, upon demand therefor, the amount that would otherwise have been due and
payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders.

                  The obligations of each Guarantor under this Guarantee are
independent of the obligations Guaranteed by such Guarantor hereunder, and a
separate action or actions may be brought and prosecuted by the Trustee on
behalf of, or by, the Holders, subject to the terms and conditions set forth in
the Indenture, against a Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against the Company or whether the Company is
joined in any such action or actions.

                  If any Holder or the Trustee is required by any court or
otherwise to return to the Company or any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
any Guarantor, any amount paid by any of them to the Trustee or such Holder, the
Guarantee of each of the Guarantors, to the extent theretofore discharged, shall
be reinstated in full force and effect. The Guarantor further agrees that as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) subject to this Guarantee, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six of the Indenture
for the purposes of the Guarantee of such Guarantor notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any acceleration of such
obligation as provided in Article Six of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of the Guarantee of such Guarantor.

                  Each Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation, reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities
are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Securities, whether as a
"voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment or any
part thereof, is rescinded, reduced, restored or returned, for the purposes of
the amounts due under the Guarantees, the Securities shall, to the fullest
extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

                  Whenever possible, each provision of this Guarantee shall be
interpreted in such manner as to be effective and valid under all applicable
laws and regulations. If, however, any

                                     A-2-2

<PAGE>

provision of the Guarantee shall be prohibited by or invalid under any such law
or regulation, it shall be deemed modified to conform to the minimum
requirements of such law or regulation, or, if for any reason it is not deemed
so modified, it shall be ineffective and invalid only to the extent of such
prohibition or invalidity without the remainder thereof or any of the remaining
provisions of the Guarantee being prohibited or invalid.

                  Reference is hereby made to the Indenture for the precise
terms of the Guarantees and all of the other provisions of the Indenture to
which this Guarantee relates.

                  No stockholder, officer, director, employee or incorporator,
as such, past, present or future, of any Guarantor shall have any liability
under the Guarantee by reason of his or its status as such stockholder, officer,
director, employee or incorporator.Each Guarantor and by its acceptance hereof
each Holder confirms that it is the intention of all such parties that the
guarantee by the Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law or the provisions of its local law relating to fraudulent
transfer or conveyance. To effectuate the foregoing intention, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
under its Guarantee shall be limited to the maximum amount that will not, after
giving effect to all other contingent and fixed liabilities of such Guarantor
result in the obligations of such Guarantor under its Guarantee constituting
such fraudulent transfer or conveyance.

                  Each of the Guarantors hereby irrevocably waives any claim or
other rights which it may now or hereafter acquire against the Company or any
other Guarantor that arise from the existence, payment, performance or
enforcement of its obligations under this Guarantee and the Indenture,
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, any right to participate in any
claim or remedy of the Holders against the Company or any Guarantor or any
collateral which any such Holder or the Trustee on behalf of such Holder
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including, without limitation, the
right to take or receive from the Company or a Guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to a Guarantor in violation of the preceding sentence and the
principal of and accrued interest on the Securities shall not have been paid in
full, such amount shall be deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Holders, and shall
forthwith be paid to the Trustee for the benefit of the Holders to be credited
and applied upon the principal of and accrued interest on the Securities.

                  No payment or payments made by any other Guarantor or by any
other Person, or received or collected by any of the Holders from any other
Guarantor or from any other Person by virtue of any action or proceeding or any
appropriation or application at any time or from time to time in reduction of or
in payment of the obligations guaranteed hereunder shall be deemed to modify,
reduce, release or otherwise affect the liability of the Guarantor hereunder
which shall, not withstanding any such payments, remain liable for the
obligations guaranteed

                                     A-2-3

<PAGE>
hereunder, subject to Section 8.07 of the Exchange Agreement, until this
Guarantee shall have terminated in accordance with the terms hereof.

                  Without limiting the foregoing, nothing contained in this
Guarantee will restrict the right of the Trustee or the Holders to take any
action to declare the Guarantee to be due and payable prior to the maturity of
any Securities pursuant to Section 6.01 of the Indenture or to pursue any rights
or remedies hereunder or thereunder.

                  Upon the occurrence and during the continuance of an Event of
Default (as defined in the Indenture), then and in any such event all or any
part of the obligations guaranteed hereunder shall automatically become (in the
case of an Event of Default described in Section 6.01(6) or (7) of the
Indenture) and may, at the option of the Holders as provided in the Indenture
(in the case of any Event of Default described in Section 6.01 other than those
described in Sections 6.01(6) or (7) of the Indenture) and without demand,
notice or legal process of any kind, be declared, and immediately shall become,
due and payable.

                  The Guarantor hereby agrees (and each Person who becomes a
Guarantor shall agree) that the Guarantee provided for in Section 13.01 of the
Indenture shall continue to be effective or be reinstated, as the case may be,
(a) if at any time, payment, or any part thereof, of any obligations or interest
thereon is rescinded or must otherwise be restored by a Holder to the Company
upon the bankruptcy, insolvency, dissolution or liquidation of the Company or
any Guarantor, including, without limitation, upon or as a result of the
appointment of a receiver or trustee or similar officer of the Company or the
Guarantor or a substantial part of their respective property, all as if such
payments had not been made, and (b) at any time any Guarantor (and each Person
who becomes a Guarantor) guarantees any indebtedness or obligations of the
Company.

                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities is noted shall have
been executed by the Trustee under the Indenture by the manual signature of one
of its authorized signatories.

                  Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by the Indenture
and that its guarantee and waivers pursuant to its Guarantee are knowingly made
in contemplation of such benefits.

                  Terms used and not otherwise defined herein shall have the
meaning given to them in the Indenture.

                  THE LAWS OF THIS STATE OF NEW YORK SHALL GOVERN THIS
GUARANTEE.

                                     A-2-4

<PAGE>

                  IN WITNESS WHEREOF, the Guarantors have caused this instrument
to be duly executed.

                                   By: ____________________________________
                                        Name:
                                        Title:

                                     A-2-5

<PAGE>

                                   EXHIBIT A-3

                         [Form of Certificated Security]

                  THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED. THE ISSUE PRICE OF THIS NOTE WAS $343.61 PER $1,000 OF
PRINCIPAL AMOUNT AT MATURITY; THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, INCLUDING
CASH INTEREST PAYABLE THROUGH JULY 30, 2008 TAXABLE AS ORIGINAL ISSUE DISCOUNT
UNDER TREASURY REGULATION SECTION 1.1273-1, IS $780.95 PER $1,000 OF PRINCIPAL
AMOUNT AT MATURITY; THE ISSUE DATE IS JULY 30, 2003; AND THE YIELD TO MATURITY
FOR THE PURPOSES OF ACCRUING TAX ORIGINAL ISSUE DISCOUNT IS 7.25% PER ANNUM,
CALCULATED ON A SEMIANNUAL BOND EQUIVALENT BASIS.

                  [INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY
AN INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE
HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND
OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.]

                  THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXCHANGE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON EXCHANGE OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF
THE LAST DAY SECURITIES OF THIS ISSUE WERE ISSUED AND THE LAST DATE ON WHICH
AMERICA WEST AIRLINES, INC. (THE "COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF
THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER

                                     A-3-1

<PAGE>

TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF ANY HOLDER THAT IS NOT
AN AFFILIATE OF THE COMPANY AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

                                     A-3-2

<PAGE>

                           AMERICA WEST AIRLINES, INC.
                        Senior Exchangeable Note due 2023

No. A-2                                       CUSIP:  023650AL8
Issue Date:  July 30, 2003                    Original Issue Discount:  $780.95
Issue Price:  $343.61                         (for each $1,000 Principal
(for each $1,000 Principal                    Amount at Maturity)
Amount at Maturity)

                  AMERICA WEST AIRLINES, INC., a Delaware corporation, promises
to pay to Cede & Co. or registered assigns the Principal Amount at Maturity of
TWO HUNDRED AND EIGHTEEN MILLION TWO HUNDRED AND SEVENTY ONE THOUSAND DOLLARS
($218,271,000) on July 30, 2023.

                  This Security shall not bear interest except as specified on
the other side of this Security. Original Issue Discount will accrue as
specified on the other side of this Security. This Security is exchangeable as
specified on the other side of this Security.

                  Additional provisions of this Security are set forth on the
other side of this Security.

Dated:   July 30, 2003                           AMERICA WEST AIRLINES, INC.

                                                 By: __________________________
                                                     Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By:________________________
      Authorized Officer

Dated:   ________________________

                                     A-3-3

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]
                        Senior Exchangeable Note due 2023

                           (1)      Interest.

                  The Company promises to pay interest in cash on the Principal
Amount at Maturity of this Note at the rate per annum of 2.4912% from the Issue
Date, or from the most recent date to which interest has been paid or provided
for, until July 30, 2008. During such period, the Company will pay cash interest
semiannually in arrears on January 30 and July 30 of each year (each an
"INTEREST PAYMENT DATE") to Holders of record at the close of business on each
January 15 and July 15 (whether or not a business day) (each a "REGULAR RECORD
DATE") immediately preceding such Interest Payment Date. Cash interest on the
Notes will accrue from the most recent date to which interest has been paid or
duly provided or, if no interest has been paid, from the Issue Date. Cash
interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                  After July 30, 2008, this Security shall not bear interest,
except as specified in this paragraph or in paragraphs 5 and 11 hereof. If the
Principal Amount at Maturity hereof or any portion of such Principal Amount at
Maturity is not paid when due (whether upon acceleration pursuant to Section
6.02 of the Indenture, upon the date set for payment of the Redemption Price
pursuant to paragraph 5 hereof, upon the date set for payment of the Purchase
Price or Change of Control Purchase Price pursuant to paragraph 6 hereof or upon
the Stated Maturity of this Security) or if interest (including contingent
interest, if any) due hereon or any portion of such interest is not paid when
due in accordance with paragraph 5 or 11 hereof, then in each such case the
overdue amount shall, to the extent permitted by law, bear interest at the rate
of 7.25% per annum, compounded semiannually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

                  Original Issue Discount (the difference between the Issue
Price and the Principal Amount at Maturity of the Security), in the period
during which a Security remains outstanding, shall accrue at 7.25% per annum, on
a semiannual bond equivalent basis using a 360-day year composed of twelve
30-day months, from the Issue Date of this Security.

                           (2)      Method of Payment.

                  Subject to the terms and conditions of the Indenture, the
Company will make payments in respect of Redemption Prices, Purchase Prices,
Change of Control Purchase Prices and at Stated Maturity to Holders who
surrender Securities to a Paying Agent to collect such payments in respect of
the Securities. The Company will pay any cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may make such cash payments by check payable
in such money.

                                     A-3-1

<PAGE>

                           (3)      Paying Agent, Exchange Agent, Registrar and
                  Bid Solicitation Agent.

                  Initially, U.S. Bank National Association, a national banking
association (the "TRUSTEE"), will act as Paying Agent, Exchange Agent, Registrar
and Bid Solicitation Agent. The Company may appoint and change any Paying Agent,
Exchange Agent, Registrar or co-registrar or Bid Solicitation Agent without
notice, other than notice to the Trustee except that the Company will maintain
at least one Paying Agent in the State of New York, City of New York, Borough of
Manhattan, which shall initially be an office or agency of the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Exchange Agent, Registrar or co-registrar. None of the Company, any of
its Subsidiaries or any of their Affiliates shall act as Bid Solicitation Agent.

                           (4)      Indenture.

                  The Company issued the Securities pursuant to an Indenture
dated as of July 30, 2003 (the "INDENTURE"), between the Company and the Trustee
and America West Holdings Corporation ("HOLDINGS") has guaranteed the Securities
pursuant to a Guaranty and Exchange Agreement dated as of July 30, 2003 (the
"EXCHANGE AGREEMENT") by and between Holdings and U.S. Bank National
Association, as Exchange Agent and Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
those terms.

                  The Securities and the Guarantees are general unsecured and
unsubordinated obligations, of the Company and the Guarantors, respectively,
limited to $261,925,000 aggregate Principal Amount at Maturity (subject to
Section 2.07 of the Indenture). The Indenture does not limit other indebtedness
of the Company, secured or unsecured.

                           (5)      Redemption at the Option of the Company.

                  No sinking fund is provided for the Securities. The Securities
are redeemable as a whole, or from time to time in part, at any time at the
option of the Company in accordance with the Indenture at the Redemption Prices
set forth below, provided that the Securities are not redeemable prior to July
30, 2008.

                  The table below shows Redemption Prices of a Security per
$1,000 Principal Amount at Maturity on the dates shown below and at Stated
Maturity, which prices reflect accrued Original Issue Discount calculated to
each such date. The Redemption Price of a Security redeemed between such dates
shall include an additional amount reflecting the additional Original Issue
Discount accrued since the preceding date in the table but not including the
Redemption Date.

                                     A-3-2

<PAGE>

<TABLE>
<CAPTION>
                                                  (2)             (3)
                                  (1)           ACCRUED       REDEMPTION
                                  NOTE       ORIGINAL ISSUE     PRICE
REDEMPTION DATE                ISSUE PRICE      DISCOUNT      (1) + (2)
---------------                -----------   -------------    ---------
                                   $               $              $
<S>                            <C>           <C>              <C>
July 30,
2008.......................      343.61            0.00         343.61
2009.......................      343.61           25.36         368.97
2010.......................      343.61           52.60         396.21
2011.......................      343.61           81.84         425.45
2012.......................      343.61          113.25         456.86
2013.......................      343.61          146.97         490.58
2014.......................      343.61          183.18         526.79
2015.......................      343.61          222.07         565.68
2016.......................      343.61          263.82         607.43
2017.......................      343.61          308.66         652.27
2018.......................      343.61          356.80         700.41
2019.......................      343.61          408.50         752.11
2020.......................      343.61          464.02         807.63
2021.......................      343.61          523.64         867.25
2022.......................      343.61          587.65         931.26
At stated maturity.........      343.61          656.39       1,000.00
</TABLE>

                  If this Security has been converted to a semiannual coupon
note following the occurrence of a Tax Event, the Redemption Price will be equal
to the Restated Principal Amount plus accrued and unpaid interest from the date
of such conversion to but not including the Redemption Date; but in no event
will this Security be redeemable before July 30, 2008.

                           (6)      Purchase by the Company at the Option of the
                  Holder.

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the Holder, the
Securities held by such Holder on the following Purchase Dates and at the
following Purchase Prices per $1,000 Principal Amount at Maturity, upon delivery
of a Purchase Notice containing the information set forth in the Indenture, at
any time from the opening of business on the date that is 20 Business Days prior
to such Purchase Date until the close of business on the second Business Day
immediately preceding such Purchase Date and upon delivery of the Securities to
the Paying Agent by the Holder as set forth in the Indenture.

                                     A-3-3

<PAGE>

<TABLE>
<CAPTION>
Purchase Date                    Purchase Price
-------------                    --------------
<S>                              <C>
July 30, 2008                       $ 343.61

July 30, 2013                       $ 490.58

July 30, 2018                       $ 700.41
</TABLE>

                  The Purchase Price (equal to the Issue Price plus accrued
Original Issue Discount to the Purchase Date) may be paid, at the option of the
Company, in cash or by the issuance and delivery of shares of Common Stock of
Holdings, or in any combination thereof in accordance with the Indenture.

                  If prior to a Purchase Date this Security has been converted
to a semiannual coupon note following the occurrence of a Tax Event, the
Purchase Price will be equal to the Restated Principal Amount plus accrued and
unpaid interest from the date of conversion to the Purchase Date as provided in
the Indenture.

                  At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase the
Securities held by such Holder no later than 30 Business Days after the
occurrence of a Change of Control of the Company for a Change of Control
Purchase Price equal to the Issue Price plus accrued Original Issue Discount to
but not including the Change of Control Purchase Date. If prior to a Change of
Control Purchase Date this Security has been converted to a semiannual coupon
note following the occurrence of a Tax Event, the Change of Control Purchase
Price shall be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Change of Control Purchase Date.

                  In accordance with the terms of the Exchange Agreement,
Holdings may, at its option, elect to delivery Common Stock (as defined in the
Exchange Agreement) to satisfy all or a portion of the Change of Control
Purchase Price.

                  A third party may make the offer and purchase of the
Securities in lieu of the Company in accordance with the Indenture and the
Exchange Agreement.

                  Holders have the right to withdraw any Purchase Notice or
Change of Control Purchase Notice, as the case may be, by delivering to the
Paying Agent a written notice of withdrawal in accordance with the provisions of
the Indenture.

                  If cash (and/or securities if permitted under the Indenture
and the Exchange Agreement) sufficient to pay the Purchase Price or Change of
Control Purchase Price, as the case may be, of all Securities or portions
thereof to be purchased as of the Purchase Date or the Change of Control
Purchase Date, as the case may be, is deposited with the Paying Agent or
Exchange Agent on the Business Day following the Purchase Date or the Change of
Control Purchase Date, as the case may be, Original Issue Discount and
contingent interest, if any, shall

                                     A-3-4

<PAGE>

cease to accrue on such Securities (or portions thereof) on such Purchase Date
or Change of Control Purchase Date, as the case may be, and the Holder thereof
shall have no other rights as such (other than the right to receive the Purchase
Price or Change of Control Purchase Price, as the case may be, if any, upon
surrender of such Security).

                           (7)      Notice of Redemption.

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at the Holder's registered address. If money sufficient to pay the
Redemption Price of, and accrued and unpaid contingent interest, if any, with
respect to, all Securities (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, on such Redemption Date, Original Issue Discount and interest (including
contingent interest), if any, shall cease to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 of Principal
Amount at Maturity may be redeemed in part but only in integral multiples of
$1,000 of Principal Amount at Maturity.

                           (8)      Exchange.

                  Exchange Based on Common Stock Price. Subject to the
provisions of this paragraph 8, the Indenture and the Exchange Agreement and
notwithstanding the fact that any other condition to exchange has not been
satisfied, Holders may exchange the Securities into Common Stock on an Exchange
Date in any fiscal quarter commencing after September 30, 2003, if, as of the
last day of the preceding fiscal quarter, the Sale Price of the Common Stock for
at least 20 trading days in a period of 30 consecutive trading days ending on
the last trading day of such preceding fiscal quarter is greater than the
exchange trigger price per share. A Security (or portion thereof) surrendered
for exchange based upon the Sale Price of the Common Stock, as described in the
Exchange Agreement may be surrendered for exchange until the close of business
on July 23, 2023.

                  The "accreted exchange price per share" of Common Stock as of
any day equals the quotient of:

-        the Issue Price and accrued Original Issue Discount to that day,
         divided by

-        the number of shares of Common Stock issuable upon exchange of $1,000
         Principal Amount at Maturity of Securities on that day.

                  The "exchange trigger price" per share of Common Stock in
respect of each of the first twenty fiscal quarters following issuance of the
Securities is $11.80. This exchange trigger price reflects the accreted exchange
price per share of Common Stock multiplied by 110%. Thereafter, the accreted
exchange price per share of Common Stock increases each fiscal quarter by the
accreted original issue discount for the quarter. The exchange trigger price per
share for the fiscal quarter beginning July 1, 2023 is $34.13. The foregoing
exchange trigger prices assume that no events have occurred that would require
an adjustment to the exchange rate.

                                     A-3-5

<PAGE>

                  Exchange Based on Trading Price of the Securities. Subject to
the provisions of this paragraph 8, the Indenture and the Exchange Agreement and
notwithstanding the fact that any other condition to exchange has not been
satisfied, on or before July 30, 2018, the Securities may be surrendered for
exchange at any time after a 10 consecutive trading-day period in which the
average of the trading prices for the Securities for that 10 trading-day period
was less than 103% of the average exchange value for the Securities during that
period.

                  The exchange value of a Security is equal to the product of
the closing sale price for shares of our common stock on a given day multiplied
by the then current exchange rate, which is the number of shares of Common Stock
into which each Security is then exchangeable. The trading price of the
Securities on any date of determination is the average of the secondary market
bid quotations per Security obtained by the Company or the calculation agent for
$2,500,000 principal amount of notes at approximately 3:30 p.m., New York City
time, on such determination date from two independent nationally recognized
securities dealers the Company selects, provided that if at least two such bids
cannot reasonably be obtained by the Company or the calculation agent, but one
such bid is obtained, then this one bid shall be used.

                  Exchange upon Redemption. Subject to the provisions of this
paragraph 8, the Indenture and the Exchange Agreement and notwithstanding the
fact that any other condition to exchange has not been satisfied, a Holder may
exchange into Common Stock a Security or portion of a Security which has been
called for redemption pursuant to paragraph 5 hereof, but such Securities may be
surrendered for exchange until the close of business on the second Business Day
immediately preceding the Redemption Date.

                  Exchange upon Certain Distributions. Subject to the provisions
of this paragraph 8, the Indenture and the Exchange Agreement and
notwithstanding the fact that any other condition to exchange has not been
satisfied, in the event that the Company declares a dividend or distribution
described in Section 7.07 of the Exchange Agreement, or a dividend or a
distribution described in Section 7.08 of the Exchange Agreement where, the fair
market value, per share, of such dividend or distribution per share of Common
Stock, as determined in the Indenture, exceeds 5% of the Sale Price of the
Common Stock on the Business Day immediately preceding the date of declaration
for such dividend or distribution, the Securities may be surrendered for
exchange beginning on the date the Company gives notice to the Holders of such
right, which shall not be less than 20 days prior to the Ex-Dividend Time for
such dividend or distribution, and Securities may be surrendered for exchange at
any time thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such dividend or
distribution will not take place.

                  Exchange upon the Occurrence of Certain Corporate
Transactions. Subject to the provisions of this paragraph 8, the Indenture and
the Exchange Agreement and notwithstanding the fact that any other condition to
exchange has not been satisfied, in the event the Company is a party to a
consolidation, merger or binding share exchange pursuant to which the Common
Stock would be exchanged into cash, securities or other property as set forth in
Section 7.14 of

                                     A-3-6

<PAGE>

the Exchange Agreement, the Securities may be surrendered for exchange at any
time from and after the date which is 15 days prior to the date the Company
announces the anticipated effective time until 15 days after the actual
effective date of such transaction, and at the effective time of such
transaction the right to exchange a Security into Common Stock will be deemed to
have changed into a right to exchange it into the kind and amount of cash,
securities or other property which the holder would have received if the holder
had exchanged its Security immediately prior to the transaction.

                  A Security in respect of which a Holder has delivered a
Purchase Notice or Change of Control Purchase Notice exercising the option of
such Holder to require the Company to purchase such Security may be exchanged
only if such notice of exercise is withdrawn in accordance with the terms of the
Indenture.

                  The initial Exchange Rate is 32.038 shares of Common Stock per
$1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Common Stock.

                  In the event the Company exercises its option pursuant to
Section 10.01 of the Indenture to have interest in lieu of Original Issue
Discount accrue on the Security following a Tax Event, the Holder will be
entitled on exchange to receive the same number of shares of Common Stock such
Holder would have received if the Company had not exercised such option.

                  Accrued and unpaid interest in lieu of Original Issue Discount
and cash interest will not be paid on Securities that are exchanged; provided,
however that Securities surrendered for exchange during the period, in the case
of interest in lieu of Original Issue Discount, from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date, shall be entitled to receive such
interest, in lieu of Original Issue Discount, payable on such Securities on the
corresponding Interest Payment Date and (except Securities with respect to which
the Company has mailed a notice of redemption) Securities surrendered for
exchange during such periods must be accompanied by payment of an amount equal
to the interest in lieu of Original Issue Discount with respect thereto that the
registered Holder is to receive.

                  To exchange a Security, a Holder must (1) complete and
manually sign the exchange notice below (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Exchange Agent, (2)
surrender the Security to the Exchange Agent, (3) furnish appropriate
endorsements and transfer documents if required by the Exchange Agent, the
Company or the Trustee and (4) pay any transfer or similar tax, if required.

                  A Holder may exchange a portion of a Security if the Principal
Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000.
No payment or adjustment will be made for dividends on the Common Stock except
as provided in the Exchange Agreement. On exchange of a Security, the greater of
that portion of accrued Original Issue Discount (or interest if the Company has
exercised its option provided for in paragraph 10

                                     A-3-7

<PAGE>

hereof) or Tax Original Issue Discount attributable to the period from the Issue
Date (or, if the Company has exercised the option referred to in paragraph 10
hereof, the later of (x) the date of such exercise and (y) the date on which
interest was last paid) through the Exchange Date and (except as provided above)
accrued cash interest, if any, with respect to the exchanged Security shall not
be cancelled, extinguished or forfeited, but rather shall be deemed to be paid
in full to the Holder thereof through the delivery of the Common Stock (together
with the cash payment, if any, in lieu of fractional shares) in exchange for the
Security being exchanged pursuant to the terms hereof; and the fair market value
of such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for the greater of Original Issue Discount (or interest, if the Company
has exercised its option provided for in paragraph 10 hereof) or Tax Original
Issue Discount accrued through the Exchange Date and any accrued cash interest,
and the balance, if any, of such fair market value of such Common Stock (and any
such cash payment) shall be treated as issued in exchange for the Issue Price of
the Security being exchanged pursuant to the provisions hereof.

                  The Exchange Rate will be adjusted, in the manner provided in
the Exchange Agreement, for dividends or distributions on Common Stock payable
in Common Stock or other Capital Stock; subdivisions, combinations or certain
reclassifications of Common Stock; distributions to all holders of Common Stock
of certain rights to purchase Common Stock for a period expiring within 60 days
of the record date for such distribution at less than the Sale Price of the
Common Stock at the Time of Determination; and distributions to such holders of
assets or debt securities of Holdings or certain rights to purchase securities
of Holdings (excluding certain cash dividends or distributions) and certain
rights pursuant to shareholder rights plans. However, no adjustment need be made
if Securityholders may participate in the transaction or in certain other cases.
Holdings from time to time may voluntarily increase the Exchange Rate.

                  If Holdings is a party to a consolidation, merger or binding
share exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to exchange a
Security into Common Stock may be changed into a right to exchange it into
securities, cash or other assets of Holdings or another person.

                           (9)      Exchange Arrangement on Call for Redemption.

                  Any Securities called for redemption, unless surrendered for
exchange before the close of business on the Redemption Date, may be deemed to
be purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to exchange
them into Common Stock of Holdings and to make payment for such Securities to
the Trustee in trust for such Holders.

                           (10)     Tax Event.

                  (a) From and after (i) the date of the occurrence of a Tax
Event (the "TAX EVENT DATE") and (ii) the date the Company exercises the option
provided for in this para-

                                     A-3-8

<PAGE>

graph 10, whichever is later (the "OPTION EXERCISE DATE"), at the option of the
Company, interest in lieu of future Original Issue Discount shall accrue at the
rate of 7.25% per annum on a principal amount per Security (the "RESTATED
PRINCIPAL AMOUNT") equal to the Issue Price plus Original Issue Discount accrued
through the Option Exercise Date and shall be payable semiannually on January 30
and July 30 of each year (each an "INTEREST PAYMENT DATE") to holders of record
at the close of business on January 15 or July 15 (each a "REGULAR RECORD DATE")
immediately preceding such Interest Payment Date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from the Option Exercise Date.

                  (b) Interest on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose. Each installment of interest on any
Security shall be paid in same-day funds by transfer to an account maintained by
the payee located inside the United States.

                           (11)     Defaulted Interest.

                  Except as otherwise specified with respect to the Securities,
any Defaulted Interest on any Security shall forthwith cease to be payable to
the registered Holder thereof on the relevant Regular Record Date or accrual
date, as the case may be, by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company as provided for in Section 12.02
of the Indenture.

                           (12)     Denominations; Transfer; Exchange.

                  The Securities are in fully registered form, without coupons,
in denominations of $1,000 of Principal Amount at Maturity and integral
multiples of $1,000. A Holder may transfer or exchange Securities in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Securities selected for redemption (except, in the case
of a Security to be redeemed in part, the portion of the Security not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change of
Control Purchase Notice has been given and not withdrawn (except, in the case of
a Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

                           (13)     Persons Deemed Owners.

                  The registered Holder of this Security may be treated as the
owner of this Security for all purposes.

                                     A-3-9

<PAGE>

                           (14)     Unclaimed Money or Securities.

                  The Trustee and the Paying Agent shall return to the Company
upon written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property laws. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.

                           (15)     Amendment; Waiver.

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture or Section 7.14 of the Exchange
Agreement, to secure the Company's obligations under this Security or to add to
the Company's covenants for the benefit of the Securityholders or to surrender
any right or power conferred, to comply with any requirement of the SEC in
connection with the qualification of the Indenture under the TIA, or as
necessary in connection with the registration of the Securities under the
Securities Act or to make any change that does not adversely affect the rights
of any Holders.

                           (16)     Defaults and Remedies.

                  Under the Indenture, Events of Default include (i) default in
the payment of any interest when the same becomes due and payable or of interest
which becomes due and payable upon exercise by the Company of its option
provided for in paragraph 10 hereof which default in either case continues for
30 days; (ii) default in payment of the Principal Amount at Maturity (including
Original Issue Discount and, if the Securities have been converted to semiannual
coupon notes following a Tax Event, the Restated Principal Amount), Issue Price
plus accrued Original Issue Discount or cash interest, Redemption Price,
Purchase Price or Change of Control Purchase Price, as the case may be, in
respect of the Securities when the same becomes due and payable at its Stated
Maturity, upon redemption, upon declaration, when due for purchase by the
Company or otherwise; (iii) failure by the Company or any Guarantor to comply
with other agreements in the Securities, the Indenture or the Exchange Agreement
(other than those referred to in (i) and (ii) above) and such failure continues
for 60 days after receipt by the Company or any Guarantor of a Notice of
Default; (iv) default under any Debt, whether such Debt now exists or is created
later, which default results in such Debt becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, and the principal amount of all Debt so accelerated, together with all
Debt due and payable but not paid

                                     A-3-10

<PAGE>

prior to the end of any grace period, is $25,000,000 or more, and such
acceleration has not been rescinded or annulled within a period of 30 days after
receipt by the Company of a Notice of Default from the Trustee; provided,
however, that if any such default shall be cured, waived, rescinded or annulled,
then the Event of Default by reason thereof shall be deemed not to have
occurred; (v) any Guarantee ceases to be in full force and effect or is declared
null and void or any Guarantor denies that it has any further liability under
any Guarantee, or gives notice to such effect (other than by reason of the
termination of the Indenture or the release of any such Guarantee in accordance
with the Indenture) and such condition shall have continued for a period of 30
days after written notice of such failure requiring the Guarantor and the
Company to remedy the same shall have been given (x) to the Company by the
Trustee or (y) to the Company and the Trustee by the holders of 25% in aggregate
principal amount of the Securities then outstanding; and (vi) certain events of
bankruptcy or insolvency. A Default under (iii) or (iv) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding notify the Company, the Guarantors and the Trustee, of the Default
and the Company or the Guarantor does not cure such Default (and such Default is
not waived) within the time specified in (iii) or (iv) above after receipt of
such notice. Any such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default". If an Event of
Default occurs and is continuing, the Trustee, or the Holders of at least 25% in
aggregate Principal Amount at Maturity of the Securities at the time
outstanding, may declare all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities becoming due and payable immediately upon the
occurrence of such Events of Default.

                  Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives indemnity or security
reasonably satisfactory to it. Subject to certain limitations, Holders of a
majority in aggregate Principal Amount at Maturity of the Securities at the time
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default
(except a Default in payment of amounts specified in clause (i) or (ii) above)
if it determines that withholding notice is in their interests.

                           (17)     Trustee Dealings with the Company.

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

                           (18)     No Recourse Against Others.

                                     A-3-11

<PAGE>

                  A director, officer, employee, agent, representative,
stockholder or equity holder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

                           (19)     Authentication.

                  This Security shall not be valid until an authorized signatory
of the Trustee manually signs the Trustee's Certificate of Authentication on the
other side of this Security.

                           (20)     Guarantees

                  The Company's obligations under the Securities are guaranteed
on a senior unsecured basis, jointly and severally, by Holdings and each Person
that becomes a Guarantor pursuant to the Exchange Agreement and by each person
that becomes a Guarantor pursuant to the Indenture.

                           (21)     Abbreviations.

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

                           (22)     GOVERNING LAW.

                  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE,
THE GUARANTEES AND THIS SECURITY.

                                     A-3-12

<PAGE>

                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture which has in it the text of
this Security in larger type. Requests may be made to:

                  America West Airlines, Inc.
                  4000 East Sky Harbor Boulevard
                  Phoenix, Arizona 85304
                  Attention:  Linda Mitchell, General Counsel
                  Facsimile:  (480) 693-5155

                                     A-3-13

<PAGE>

<TABLE>
<CAPTION>
                 ASSIGNMENT FORM                                       EXCHANGE NOTICE
<S>                                                  <C>
To assign this Security, fill in the form below:     To exchange this Security into Common Stock of
                                                     Holdings, check the box:
I or we assign and transfer this Security to

____________________________________                                    [ ]

(Insert assignee's soc. sec. or tax ID no.)          To exchange only part of this Security, state the
                                                     Principal Amount at Maturity to be exchanged (which
____________________________________                 must be $1,000 or an integral multiple of $1,000):

____________________________________

____________________________________                 $__________________________________________________

(Print or type assignee's name, address and           If you want the stock certificate made out in
 zip code)                                            another person's name, fill in the form below:

and irrevocably appoint

_____________________ agent to transfer              ___________________________________________________
this Security on the books of the Company.           ___________________________________________________
The agent may substitute another to act for           (Insert other person's soc. sec. or tax ID no.)
him.
                                                     ___________________________________________________

                                                     ___________________________________________________

                                                     ___________________________________________________
                                                     (Print or type other person's name, address and zip
                                                     code)
</TABLE>

                                     A-3-14

<PAGE>

______________________________________________________________________________
Date:  _____________________  Your Signature:_________________________________

______________________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

                                     A-3-15

<PAGE>

                                   EXHIBIT B-1

                              TRANSFER CERTIFICATE

                  In connection with any transfer of any of the Securities
within the period prior to the expiration of the holding period applicable to
the sales thereof under Rule 144(k) (or any successor provision) under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), the undersigned
registered owner of this Security hereby certifies with respect to $____________
Principal Amount at Maturity of the above-captioned securities presented or
surrendered on the date hereof (the "SURRENDERED SECURITIES") for registration
of transfer, or for exchange or exchange where the securities issuable upon such
exchange or exchange are to be registered in a name other than that of the
undersigned registered owner (each such transaction being a "TRANSFER"), that
such transfer complies with the restrictive legend set forth on the face of the
Surrendered Securities for the reason checked below:

         [ ]   The transfer of the Surrendered Securities is made to the Company
               or any subsidiaries; or

         [ ]   The transfer of the Surrendered Securities complies with Rule
               144A under the Securities Act; or

         [ ]   The transfer of the Surrendered Securities is to an
               institutional accredited investor, as described in Rule
               501(a)(1), (2), (3) or (7) under the Securities Act; or

         [ ]   The transfer of the Surrendered Securities is pursuant to an
               effective registration statement under the Securities Act, or

         [ ]   The transfer of the Surrendered Securities is pursuant to an
               offshore transaction in accordance with Rule 904 under the
               Securities Act; or

         [ ]   The transfer of the Surrendered Securities is pursuant to
               another available exemption from the registration requirement of
               the Securities Act.

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"AFFILIATE").

         [ ]  The transferee is an Affiliate of the Company.

DATE:____________________________              _________________________________
                                                        Signature(s)

            (If the registered owner is a corporation, partnership or
             fiduciary, the title of the Person signing on behalf of
                     such registered owner must be stated.)

                                     B-1-1

<PAGE>

                                   EXHIBIT B-2

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona 85304
Attention:  Linda Mitchell, General Counsel

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101

Effective August 11, 2003, the address will be
60 Livingston Avenue
St. Paul, Minnesota 55107

Attention:  Corporate Trust Department

Dear Sirs:

                  We are delivering this letter in connection with the proposed
transfer of $_____________ Principal Amount at Maturity of the Senior
Exchangeable Notes due 2023 (the "SECURITIES") issued by America West Airlines,
Inc. (the "COMPANY"), which are exchangeable into shares of Class B Common
Stock, $0.01 par value per share of America West Holdings Corporation (the
"COMMON STOCK").

                  We hereby confirm that:

                  (i)      we are an "accredited investor" within the meaning of
     Rule 501(a)(1), (2) or (3) under the Securities Act of 1933, as amended
     (the "SECURITIES ACT"), or an entity in which all of the equity owners are
     accredited investors within the meaning of Rule 501(a)(1), (2) or (3) under
     the Securities Act (an "INSTITUTIONAL ACCREDITED INVESTOR");

                  (ii)     the purchase of Securities by us is for our own
     account or for the account of one or more other Institutional Accredited
     Investors or as fiduciary for the account of one or more trusts, each of
     which is an "accredited investor" within the meaning of Rule 501(a)(7)
     under the Securities Act and for each of which we exercise sole investment
     discretion, or (B) we are a "bank," within the meaning of Section 3(a)(2)
     of the Securities Act, or a "savings and loan association" or other
     institution described in Section 3(a)(5)(A) of the Securities Act that is
     acquiring Securities as fiduciary for the account of one or more
     institutions for which we exercise sole investment discretion;

                                     B-2-1

<PAGE>

                  (iii)    we will acquire Securities having a minimum principal
     amount at maturity of not less than $250,000 for our own account or for any
     separate account for which we are acting;

                  (iv)     we have such knowledge and experience in financial
     and business matters that we are capable of evaluating the merits and risks
     of purchasing Securities; and

                  (v)      we are not acquiring Securities with a view to
     distribution thereof or with any present intention of offering or selling
     Securities or the Common Stock issuable upon exchange thereof, except as
     permitted below; provided that the disposition of our property and property
     of any accounts for which we are acting as fiduciary shall remain at all
     times within our control.

                  We understand that the Securities were originally offered and
sold in a transaction not involving any public offering within the United States
within the meaning of the Securities Act and that the Securities and the Common
Stock issuable upon exchange thereof (the Securities and such Common Stock
hereinafter referred to as the "SECURITIES") have not been registered under the
Securities Act, and we agree, on our own behalf and on behalf of each account
for which we acquire any Securities, that if in the future we decide to resell
or otherwise transfer such Securities prior to the date (the "RESALE RESTRICTION
TERMINATION DATE") which is two years after the later of the last day the
Securities of this issue were issued and the last date on which the Company or
an affiliate of the Company was the owner of the Security, such Securities may
be resold or otherwise transferred only (i) to the Company or any subsidiary
thereof, or (ii) for as long as the Securities are eligible for resale pursuant
to Rule 144A, to a person it reasonably believes is a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act) that purchases for its
own account or for the account of a qualified institutional buyer to which
notice is given that the transfer is being made in reliance on Rule 144A, or
(iii) to an Institutional Accredited Investor that is acquiring the Security for
its own account, or for the account of such Institutional Accredited Investor
for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act, or (iv)
pursuant to another available exemption from registration under the Securities
Act (if applicable), or (v) pursuant to a registration statement which has been
declared effective under the Securities Act and, in each case, in accordance
with any applicable securities laws of any state of the United States or any
other applicable jurisdiction and in accordance with the legends set forth on
the Securities. We further agree to provide any person purchasing any of the
Securities from us other than pursuant to clause (v) above a notice advising
such purchaser that resales of such securities are restricted as stated herein.
We understand that the trustee or the transfer agent, as the case may be, for
the Securities will not be required to accept for registration of transfer any
Securities pursuant to (iii) or (iv) above except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with. We further understand that any Securities will be in the
form of definitive physical certificates and that such certificates will bear a
legend reflecting the substance of this paragraph other than certificates
representing Securities transferred pursuant to clause (v) above.

                                     B-2-2

<PAGE>

                  We acknowledge that the Company, others and you will rely upon
our confirmations, acknowledgments and agreements set forth herein, and we agree
to notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

                  THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                                                _______________________________
                                                (Name of Purchaser)

                                                By:__________________________
                                                   Name:
                                                   Title:
                                                   Address:

                                     B-2-3

<PAGE>

                                     ANNEX C

                          PROJECTED PAYMENT SCHEDULE*

         Semiannual Period Ending               Projected Payment per Security

--------
*        The comparable yield and the schedule of projected payments are
         determined on the basis of an assumption of linear growth of the stock
         price and a constant dividend yield and are not determined for any
         purpose other than for the determination of interest accruals and
         adjustments thereof in respect of the Securities for United States
         federal income tax purposes. The comparable yield and the schedule of
         projected payments do not constitute a projection or representation
         regarding the amounts payable on the Securities.

                                     B-1-4