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                                                                    EXHIBIT 4.10







                   Exchange and Registration Rights Agreement

                         Dated as of September 21, 1999

                                      among

                          America West Airlines, Inc.,

                            Wilmington Trust Company,

                    not in its individual capacity but solely
                                as Trustee under

                              America West Airlines
                      Pass Through Trust, Series 1999-1G-O

                              America West Airlines
                      Pass Through Trust, Series 1999-1C-O

                                       and

                       Morgan Stanley & Co. Incorporated,

                          Donaldson, Lufkin & Jenrette
                             Securities Corporation,

                      Merrill Lynch, Pierce, Fenner & Smith
                                  Incorporated,

                                       and

                            Salomon Smith Barney Inc.
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                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                  THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is made and entered into as of September 21,1999, among America
West Airlines, Inc., a Delaware corporation (the "Company"), Wilmington Trust
Company, not in its individual capacity but solely as trustee under each of the
Original Trusts (as defined below), Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, and Salomon Smith Barney Inc. (collectively, the
"Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated September 14, 1999 among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides that the Trustee will issue and sell
$233,668,000 principal amount of the pass through certificates of the Class G
Trust (as defined below) and $20,158,000 principal amount of the pass through
certificates of the Class C Trust (as defined below) (the Class G Trust and
Class C Trust together, the "Original Trusts" and such pass through certificates
of the Original Trusts, together, the "Initial Certificates"), in each case with
Escrow Receipts (as defined below) attached thereto. On the Transfer Date (as
defined below), and after satisfaction of the conditions set forth in the Pass
Through Trust Agreements (as defined below), each of the Original Trusts will
transfer and assign all of its assets and rights to a newly-created successor
trust with substantially identical terms (together, the "Successor Trusts") and
the Initial Certificates will be deemed for all purposes of the Original Trusts
and the Successor Trusts to be certificates representing fractional undivided
interests in the Successor Trusts and their respective trust properties. In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the exchange and registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1. Definitions. The definitions set forth in this Agreement
shall apply equally to both singular and plural forms of the terms defined. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Agreement" shall have the meaning set forth in the preamble
         of this Agreement.

                  "Business Day" shall mean any day on which the New York Stock
         Exchange, Inc. is open for trading and banks in The City of New York
         are open for business; references to "day" shall mean a calendar day.

                  "Class G Trust" shall mean the America West Airlines Pass
         Through Trust, Series 1999-1G-O.
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                                       2

                 "Class C Trust" shall mean the America West Airlines Pass
         Through Trust, Series 1999-1C-O.

                  "Closing Date" shall mean the Closing Date as defined in the
         Purchase Agreement.

                  "Company" shall have the meaning set forth in the preamble of
         this Agreement and shall include the Company's successors.

                  "Depositary Agreement" shall have the meaning set forth in the
         Purchase Agreement.

                  "DTC" shall mean the Depository Trust Company or any other
         depositary appointed by the Company; provided, however, that any such
         depositary must have an address in the Borough of Manhattan, in The
         City of New York.

                  "Equipment Notes" shall mean the equipment notes that are the
         property of the Trusts.

                  "Escrow Receipts" shall have the meaning set forth in the
         Purchase Agreement.

                  "Exchange Certificates" shall mean the pass through
         certificates issued under the Pass Through Trust Agreements or the
         Successor Pass Through Trust Agreements, as the case may be, and
         otherwise containing terms identical in all material respects to the
         Initial Certificates (except that, with respect to the Exchange
         Certificates of each Trust, (i) interest thereon shall accrue as set
         forth in Section 2(a) hereof, (ii) the transfer restrictions thereon
         shall be eliminated, (iii) certain provisions relating to an increase
         in the stated rate of interest thereon shall be eliminated and (iv)
         such Exchange Certificates shall initially be available only in
         book-entry form) to be offered to Holders of Initial Certificates in
         exchange for Initial Certificates pursuant to the Exchange Offer.

                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Certificates for Registrable Certificates pursuant to
         Section 2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean a
         Registration Statement on Form S-4 (or, if applicable, on another
         appropriate form) filed with the SEC pursuant to Section 2(a) of this
         Agreement, and all amendments and supplements to such Registration
         Statement, in each case including the Prospectus contained therein, all
         exhibits thereto and all material incorporated by reference therein.
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                                       3


                  "Holders" shall mean each of the Initial Purchasers, for so
         long as they own any Registrable Certificates, and each of their
         successors, assigns and direct and indirect transferees who become
         registered owners of Registrable Certificates.

                  "Initial Certificates" has the meaning set forth in the
         preamble of this Agreement.

                  "Initial Purchasers" shall have the meaning set forth in the
         preamble of this Agreement.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Certificates;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Certificates is required hereunder,
         Registrable Certificates held by the Company or any of its "affiliates"
         (as such term is defined in Rule 405 under the 1933 Act) (other than
         the Initial Purchasers or subsequent holders of Registrable
         Certificates if such subsequent holders are deemed to be affiliates
         solely by reason of their holding of such Registrable Certificates)
         shall be disregarded in determining whether such consent or approval
         was given by the Holders of such required percentage or amount.

                  "NASD" shall mean the National Association of Securities
         Dealers, Inc.

                  "Original Trusts" shall have the meaning set forth in the
         preamble of this Agreement.

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 3(f) of this Agreement.

                  "Pass Through Trust Agreements" shall mean each of the Pass
         Through Trust Agreements relating to the Initial Certificates between
         the Company and each Trustee, as may be amended from time to time in
         accordance with the terms thereof.

                  "Person" shall mean an individual, partnership, corporation,
         trust or unincorporated organization, or a government or agency or
         political subdivision thereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Certificates covered
         by a Shelf Registration Statement, and by all other amendments and
         supplements to a prospectus, including post-effective amendments, and
         in each case including all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble of this Agreement.
<PAGE>   5
                                       4

                 "Registrable Certificates" shall mean the Initial
         Certificates; provided, however, that the Initial Certificates shall
         cease to be Registrable Certificates when (i) a Shelf Registration
         Statement with respect to such Initial Certificates shall have been
         declared effective under the 1933 Act and such Initial Certificates
         shall have been disposed of pursuant to such Shelf Registration
         Statement, (ii) such Initial Certificates shall have been sold to the
         public pursuant to Rule 144 (or any similar provision then in force,
         but not Rule 144A) under the 1933 Act or may then be sold to the public
         pursuant to paragraph (k) of said Rule 144 (or any similar provision
         then in force) by Holders other than "affiliates" or former
         "affiliates" (as such term is defined in paragraph (a) of Rule 144) of
         the Company, (iii) such Initial Certificates shall have ceased to be
         outstanding or (iv) such Initial Certificates have been exchanged for
         Exchange Certificates upon consummation of the Exchange Offer.

                  "Registration Default" shall have the meaning set forth in
         Section 2(b) of this Agreement.

                  "Registration Event" shall mean the declaration of the
         effectiveness by the SEC of an Exchange Offer Registration Statement or
         a Shelf Registration Statement.

                  "Registration Expenses" shall mean any and all reasonable
         expenses incident to performance of or compliance by the Company and
         the Trustees with this Agreement, including without limitation: (i) all
         SEC, stock exchange or NASD registration and filing fees, (ii) all fees
         and expenses incurred in connection with compliance with state or other
         securities or blue sky laws and compliance with the rules of the NASD
         (including reasonable fees and disbursements of counsel for any
         underwriters or Holders in connection with state or other securities or
         blue sky qualification of any of the Exchange Certificates or
         Registrable Certificates), (iii) all expenses incurred by the Company
         in preparing or assisting in preparing, word processing, printing and
         distributing any Registration Statement, any Prospectus, any amendments
         or supplements thereto, any underwriting agreements, securities sales
         agreements and other documents relating to the performance of and
         compliance with this Agreement, (iv) all rating agency fees, (v) all
         fees and expenses incurred in connection with the listing, if any, of
         any of the Registrable Certificates on any securities exchange or
         exchanges, (vi) all fees and disbursements relating to the
         qualification of the Pass Through Trust Agreements and the Successor
         Pass Through Trust Agreements under applicable securities laws, (vii)
         the fees and disbursements of counsel for the Company and of the
         independent public accountants of the Company, including the expenses
         of any special audits or "cold comfort" letters required by or incident
         to such performance and compliance, (viii) the reasonable fees and
         expenses of the Trustees, including their counsel, and any escrow agent
         or custodian, (ix) in the case of a Shelf Registration Statement, the
         fees and disbursements of one counsel for the Holders (which counsel
         shall be selected by the Majority Holders and which counsel may also be
         counsel for the Initial Purchasers) and (x) any reasonable fees and
         disbursements of the underwriters, if any, in connection with any Shelf
         Registration Statement, and the reasonable fees and expenses of any
         special experts retained by the Company in connection with any
         Registration Statement, in each case as are customarily
<PAGE>   6
                                       5

         required to be paid by issuers, but excluding (with respect to clauses
         (iii) through (x) above) fees of counsel to the underwriters (other
         than fees and expenses set forth in clause (ii) above) or the Holders
         and underwriting discounts and commissions and transfer taxes, if any
         relating to the sale or disposition of Registrable Certificates by a
         Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company which covers any of the Exchange Certificates or
         Registrable Certificates pursuant to the provisions of this Agreement,
         and all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission, as
         from time to time constituted or created under the United States
         Securities Exchange Act of 1934, as amended, or, if at any time after
         the execution of this instrument such Commission is not existing and
         performing the duties now assigned to it under the TIA, then the body
         performing such duties on such date.

                  "Shelf Registration" shall mean a registration under the 1933
         Act effected pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers some or all of the
         Registrable Certificates (but no other securities unless approved by
         the Holders whose Registrable Certificates are covered by such Shelf
         Registration Statement) on an appropriate form under Rule 415 under the
         1933 Act, or any similar rule that may be adopted by the SEC, and all
         amendments and supplements to such registration statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "Staff" shall mean the Staff of the Division of Corporation
         Finance of the SEC.

                  "Successor Pass Through Trust Agreements" shall mean each of
         the Successor Pass Through Trust Agreements entered into on the date
         hereof between the Company and each Trustee forming the Successor
         Trusts, as may be amended from time to time in accordance with the
         terms thereof.

                  "Successor Trusts" shall have the meaning set forth in the
         preamble of this Agreement.

                  "TIA" shall have the meaning set forth in Section 3(l) of this
         Agreement.

                  "Transfer Date" shall have the meaning set forth in the
         Purchase Agreement.
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                                       6

                "Trustees" shall mean the trustees under the Pass Through
         Trust Agreements or the Successor Pass Through Trust Agreements, as the
         case may be.

                  "Trusts" shall mean the Class G Trust and the Class C Trust,
         or the Successor Trusts, as the case may be.

                  2. Registration under the 1933 Act. (a) Exchange Offer
Registration. To the extent not prohibited by any applicable law or applicable
interpretation of the Staff, the Company shall use its best efforts (A) to file
with the SEC within 120 days after the Closing Date an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Certificates for Exchange Certificates, (B) to
cause such Exchange Offer Registration Statement to be declared effective by the
SEC within 180 days after the Closing Date, (C) to cause such Registration
Statement to remain effective until the closing of the Exchange Offer and (D) to
consummate the Exchange Offer within 210 days after the Closing Date. Upon the
effectiveness of the Exchange Offer Registration Statement, the Company shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder (other than Participating Broker-Dealers) eligible
and electing to exchange Registrable Certificates for Exchange Certificates
(assuming that such Holder is not an affiliate of the Company within the meaning
of Rule 405 under the 1933 Act, acquires the Exchange Certificates in the
ordinary course of such Holder's business and has no arrangements or
understandings with any person to participate in the Exchange Offer for the
purpose of distributing the Exchange Certificates) to trade such Exchange
Certificates from and after their receipt without any limitations or
restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.

                  In connection with the Exchange Offer, the Company shall or
shall direct the Trustees to and the Trustee shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Exchange Offer open for not less than 30 days
         after the date notice thereof is mailed to the Holders (or longer if
         required by applicable law);

                  (iii) use the services of DTC for the Exchange Offer with
         respect to Initial Certificates evidenced by global certificates;

                  (iv) permit Holders to withdraw tendered Registrable
         Certificates at any time prior to the close of business, New York City
         time, on the last Business Day on which the Exchange Offer shall remain
         open, by delivering to the institution specified in the notice, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the principal amount of Registrable Certificates
         delivered for exchange, and a statement
<PAGE>   8
                                       7

         that such Holder is withdrawing its election to have such Registrable
         Certificates exchanged;

                  (v) use its best efforts to ensure that (i) any Exchange Offer
         Registration Statement and any amendment thereto and any Prospectus
         forming part thereof and any supplement thereto complies in all
         material respects with the 1933 Act and the rules and regulations
         thereunder, (ii) any Exchange Offer Registration Statement and any
         amendment thereto does not, when it becomes effective, contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading and (iii) any Prospectus forming part of any
         Exchange Offer Registration Statement, and any supplement to such
         Prospectus (as amended or supplemented from time to time), does not,
         prior to the consummation of the Exchange Offer, include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements, in light of the circumstances under
         which they were made, not misleading; and

                  (vi) otherwise comply in all respects with all applicable laws
         relating to the Exchange Offer.

                  As soon as practicable after the close of the Exchange Offer,
         the Company shall or shall direct the Trustees to and the Trustees
         shall:

                  (i) accept for exchange Registrable Certificates duly tendered
         and not validly withdrawn pursuant to the Exchange Offer in accordance
         with the terms of the Exchange Offer Registration Statement and the
         letter of transmittal which is an exhibit thereto;

                  (ii) cancel or cause to be canceled all Registrable
         Certificates so accepted for exchange by the Company; and

                  (iii) promptly cause to be authenticated and delivered
         Exchange Certificates to each Holder of Registrable Certificates equal
         in amount to the Registrable Certificates of such Holder so accepted
         for exchange.


                  Interest on each Exchange Certificate will accrue from the
last date on which interest was paid on the Registrable Certificates surrendered
in exchange therefor or, if no interest has been paid on the Registrable
Certificates, from the Closing Date. The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the Staff. Each Holder of Registrable Certificates (other than
Participating Broker-Dealers) who wishes to exchange such Registrable
Certificates for Exchange Certificates in the Exchange Offer shall represent
that (i) it is not an "affiliate" of the Company or the Trustee within the
meaning of Rule 405 under the 1933 Act, (ii) any Exchange Certificates to be
received by it were acquired in the ordinary course of business and (iii) it has
no arrangement with any Person to participate in the distribution (within the
meaning of the 1933 Act) of the Exchange Certificates.
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                                       8

                  (b) Shelf Registration. (i) If, because of any change in law
or applicable interpretations thereof by the Staff, the Company is not permitted
to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if
for any other reason the Exchange Offer is not consummated within 210 days after
the Closing Date (a "Registration Default"), or (iii) if any Holder (other than
an Initial Purchaser) is not eligible to participate in the Exchange Offer or
(iv) upon the request of any Initial Purchaser (with respect to any Registrable
Certificates which it acquired directly from the Company) following the
consummation of the Exchange Offer if such Initial Purchaser shall hold
Registrable Certificates which it acquired directly from the Company and if such
Initial Purchaser is not permitted, in the opinion of counsel to such Initial
Purchaser, pursuant to applicable law or applicable interpretation of the Staff
to participate in the Exchange Offer, the Company shall, at its cost:

                  (A) as promptly as practicable, file with the SEC a Shelf
         Registration Statement relating to the offer and sale of the
         Registrable Certificates by the Holders from time to time in accordance
         with the methods of distribution elected by the Majority Holders of
         such Registrable Certificates and set forth in such Shelf Registration
         Statement, and use its best efforts to cause such Shelf Registration
         Statement to be declared effective by the SEC by the 180th day after
         the Closing Date in the event that the Company is not permitted to
         effect the Exchange Offer as contemplated by Section 2(a) hereof (or
         promptly if the Exchange Offer is not consummated within 210 days after
         the Closing Date or in the event of a request by any Holder pursuant to
         clause (iii) above or any Initial Purchaser pursuant to clause (iv)
         above). In the event that the Company is required to file a Shelf
         Registration Statement upon the request of any Holder (other than an
         Initial Purchaser) not eligible to participate in the Exchange Offer
         pursuant to clause (iii) above or upon the request of any Initial
         Purchaser pursuant to clause (iv) above, the Company shall file and use
         its best efforts to have declared effective by the SEC both an Exchange
         Offer Registration Statement pursuant to Section 2(a) with respect to
         all Registrable Certificates and a Shelf Registration Statement (which
         may be a combined Registration Statement with the Exchange Offer
         Registration Statement) with respect to offers and sales of Registrable
         Certificates held by such Holder or such Initial Purchaser after
         completion of the Exchange Offer. If the Company files a Shelf
         Registration Statement pursuant to Section 2(b)(i) or (ii) hereof, the
         Company will no longer be required to effect the Exchange Offer;

                  (B) use its best efforts to keep the Shelf Registration
         Statement continuously effective, in order to permit the Prospectus
         forming part thereof to be usable by Holders, until the end of the
         period referred to in Rule 144(k) or any successor provision thereof
         (or one year from the Closing Date if such Shelf Registration Statement
         is filed upon the request of any Initial Purchaser pursuant to clause
         (iv) above) or such shorter period as shall end when all of the
         Registrable Certificates covered by the Shelf Registration Statement
         have been sold pursuant to the Shelf Registration Statement or cease to
         be outstanding; and

                  (C) notwithstanding any other provisions hereof, use its best
         efforts to ensure that (i) any Shelf Registration Statement and any
         amendment thereto and any Prospectus
<PAGE>   10
                                       9

         forming part thereof and any supplement thereto complies in all
         material respects with the 1933 Act and the rules and regulations
         thereunder, (ii) any Shelf Registration Statement and any amendment
         thereto (in either case, other than with respect to information
         included therein in reliance upon or in conformity with information
         furnished to the Company by or on behalf of a Holder specifically for
         use therein (the "Holders' Information")) does not, when it becomes
         effective, contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading and (iii) during the period
         in which the Shelf Registration Statement is effective any Prospectus
         forming part of any Shelf Registration Statement, and any supplement to
         such Prospectus (as amended or supplemented from time to time) (in any
         case, other than with respect to Holders' Information), does not
         include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements, in light of
         the circumstances under which they were made, not misleading.

                  The Company further agrees, if necessary, to supplement or
amend the Shelf Registration Statement if reasonably requested by the Majority
Holders with respect to Holders' Information and otherwise as required by
Section 3(b) below, to use all reasonable efforts to cause any such amendment to
become effective and such Shelf Registration Statement to become usable as soon
as practicable thereafter and to furnish to the Holders of Registrable
Certificates included in the Shelf Registration Statement copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

                  The Company shall be allowed a period of five days, beginning
on the first day a Registration Default occurs, to cure such Registration
Default before the Company will be required to comply with the requirements of
Section 2(b).

                  (c) Expenses. The Company shall pay all Registration Expenses
in connection with the registration pursuant to Section 2(a) or 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders or Initial
Purchasers for the reasonable fees and disbursements of one firm or counsel
designated in writing by the Majority Holders to act as counsel for the Holders
of the Registrable Certificates in connection therewith. Each Holder shall pay
all expenses of its counsel, other than as set forth in the preceding sentence,
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Certificates pursuant to
the Shelf Registration Statement.

                  (d) Effective Registration Statement. (i) The Company will be
deemed not to have used its best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if the Company
voluntarily takes any action that would result in any such Registration
Statement not being declared effective or in the Holders of Registrable
Certificates covered thereby not being able to exchange or offer and sell such
Registrable Certificates during that period unless (A) such action is required
by applicable law or (B) such action is taken by the Company in good faith and
for valid business reasons (not including avoidance of the
<PAGE>   11
                                       10

Company's obligations hereunder), including, without limitation, the acquisition
or divestiture of assets, so long as the Company promptly complies with the
requirements of Section 3(j) hereof, if applicable.

                  (ii) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Certificates pursuant to a Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have been effective during the
period of such interference, until the offering of Registrable Certificates
pursuant to such Registration Statement may legally resume.

                  (e) Increase in Interest Rate. In the event that no
Registration Event has occurred on or prior to the 210th day after the Closing
Date, the interest rate per annum payable in respect of the Initial Certificates
shall be increased by 0.50%, effective from and including such 210th day, to but
excluding the earlier of (i) the date on which a Registration Event occurs and
(ii) the date on which there cease to be any Registrable Certificates, which
additional interest shall be paid through a combination of an increase in the
interest rate per annum borne by the Equipment Notes of 0.50% and, if
applicable, an increase in the interest rate per annum payable on the Deposits
of 0.50% pursuant to the Depositary Agreements. In the event that the Shelf
Registration Statement ceases to be effective at any time during the period
specified by Section 2(b)(B) hereof for more than 60 days, whether or not
consecutive, during any 12-month period, the interest rate payable in respect of
the Initial Certificates shall be increased by 0.50% per annum from the 61st day
of the applicable 12-month period such Shelf Registration Statement ceases to be
effective until such time as the Shelf Registration Statement again becomes
effective (or, if earlier, the end of the period specified by Section 2(b)(B)
hereof), which additional interest shall be paid through a combination of an
increase in the interest rate per annum borne by the Equipment Notes of 0.50%
and, if applicable, an increase in the interest rate per annum payable on the
Deposits of 0.50% pursuant to the Depositary Agreements.

                  (f) Specific Performance. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, each Initial Purchaser or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Section 2(a) and Section 2(b) hereof.

                  3. Registration Procedures. In connection with the obligations
of the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall:
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                                       11

                (a) prepare and file with the SEC a Registration Statement,
         within the time period specified in Section 2, on the appropriate form
         under the 1933 Act, which form (i) shall be selected by the Company,
         (ii) shall, in the case of a Shelf Registration, be available for the
         sale of the Registrable Certificates by the selling Holders thereof and
         (iii) shall comply as to form in all material respects with the
         requirements of the applicable form;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the applicable period; cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the 1933 Act;

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Certificates when a Shelf Registration Statement
         with respect to the Registrable Certificates has been filed and advise
         such Holders that the distribution of Registrable Certificates will be
         made in accordance with the method elected by the Majority Holders;
         (ii) furnish to each Holder of Registrable Certificates included within
         the coverage of the Shelf Registration Statement at least one copy of
         such Shelf Registration Statement and any post-effective amendment
         thereto, including financial statements and schedules, and, if the
         Holder so requests in writing, all reports, other documents and
         exhibits filed with the SEC (including those incorporated by reference)
         at the expense of the Company, (iii) furnish to each Holder of
         Registrable Certificates included within the coverage of the Shelf
         Registration Statement, to counsel for the Holders and to each
         underwriter of an underwritten offering of Registrable Certificates, if
         any, without charge, as many copies of each Prospectus, including each
         preliminary Prospectus, and any amendment or supplement thereto as such
         Holder or underwriter may reasonably request in order to facilitate the
         public sale or other disposition of the Registrable Certificates; and
         (iv) subject to the last paragraph of Section 3, consent to the use of
         the Prospectus or any amendment or supplement thereto by each of the
         selling Holders of Registrable Certificates included in the Shelf
         Registration Statement in connection with the offering and sale of the
         Registrable Certificates covered by the Prospectus or any amendment or
         supplement thereto;

                  (d) use its best efforts to register or qualify the
         Registrable Certificates or cooperate with the Holders of Registrable
         Certificates and their counsel in the registration or qualification of
         such Registrable Certificates under all applicable state securities or
         "blue sky" laws of such jurisdictions as any Holder of Registrable
         Certificates covered by a Registration Statement and each underwriter
         of an underwritten offering of Registrable Certificates shall
         reasonably request in writing, to cooperate with the Holders in
         connection with any filings required to be made with the NASD, and do
         any and all other acts and things which may be reasonably necessary or
         advisable to enable such Holders to consummate the disposition in each
         such jurisdiction of such Registrable Certificates owned by such
         Holders; provided, however, that in no event shall the Company be
         required to (i) qualify as a foreign corporation or as a dealer in
         securities in any
<PAGE>   13
                                       12

         jurisdiction where it would not otherwise be required to qualify but
         for this Section 3(d) or (ii) take any action which would subject it to
         general service of process or taxation in any such jurisdiction if it
         is not then so subject;

                  (e) in the case of a Shelf Registration or in the case of an
         Exchange Registration, if the Company has received from a Participating
         Broker-Dealer the notice specified in Section 3(f)(A)(ii), notify each
         Holder of Registrable Certificates included in such Shelf Registration
         or such Exchange Registration and such Participating Broker-Dealer
         promptly and, if requested by such Holder, Participating Broker-Dealer
         or their counsel, confirm such advice in writing promptly (i) when a
         Registration Statement has become effective and when any post-effective
         amendments and supplements thereto become effective, (ii) of any
         request by the SEC or any state securities authority for post-effective
         amendments and supplements to a Registration Statement and Prospectus
         or for additional information after the Registration Statement has
         become effective, (iii) of the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         a Registration Statement or the initiation of any proceedings for that
         purpose, (iv) in the case of a Shelf Registration at the closing of any
         sale of Registrable Certificates if, between the effective date of a
         Shelf Registration Statement and such closing, the representations and
         warranties of the Company contained in any underwriting agreement,
         securities sales agreement or other similar agreement, if any, relating
         to such offering cease to be true and correct in all material respects,
         (v) of the receipt by the Company of any notification with respect to
         the suspension of the qualification of the Registrable Certificates for
         sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose, (vi) of the happening of any material
         event or the discovery of any material facts during the period a
         Registration Statement is effective which makes any statement made in
         such Registration Statement or the related Prospectus untrue or which
         requires the making of any changes in such Registration Statement or
         Prospectus in order to make the statements therein (in the case of the
         Prospectus in light of the circumstances under which they were made)
         not misleading and (vii) of any determination by the Company that a
         post-effective amendment to a Registration Statement would be
         appropriate;

                  (f) (A) in the case of the Exchange Offer, (i) include in the
                  Exchange Offer Registration Statement a "Plan of Distribution"
                  section covering the use of the Prospectus included in the
                  Exchange Offer Registration Statement by broker-dealers who
                  have exchanged their Registrable Certificates for Exchange
                  Certificates for the resale of such Exchange Certificates,
                  (ii) furnish to each broker-dealer who has delivered to the
                  Company a notice that they will be utilizing the Prospectus
                  contained in the Exchange Offer Registration Statement to sell
                  Exchange Certificates and is required to deliver a Prospectus
                  and who agrees to be bound by the applicable terms of this
                  Agreement, without charge, as many copies of each Prospectus
                  included in the Exchange Offer Registration Statement,
                  including any preliminary prospectus, and any amendment or
                  supplement thereto, as such broker-dealer may reasonably
                  request, (iii) include in the Exchange Offer Registration
                  Statement a statement that any broker-dealer
<PAGE>   14
                                       13

                  who holds Registrable Certificates acquired for its own
                  account as a result of market-making activities or other
                  trading activities (a "Participating Broker-Dealer"), and who
                  receives Exchange Certificates for Registrable Certificates
                  pursuant to the Exchange Offer, may be a statutory underwriter
                  and must deliver a prospectus meeting the requirements of the
                  1933 Act in connection with any resale of such Exchange
                  Certificates, (iv) subject to the last paragraph of Section 3,
                  hereby consent to the use of the Prospectus forming part of
                  the Exchange Offer Registration Statement or any amendment or
                  supplement thereto, by any broker-dealer who has delivered the
                  notice specified in clause (ii) above in connection with the
                  sale or transfer of the Exchange Certificates covered by the
                  Prospectus or any amendment or supplement thereto, and (v)
                  include in the transmittal letter or similar documentation to
                  be executed by an exchange offeree in order to participate in
                  the Exchange Offer the following provision:

                           "If the undersigned is not a broker-dealer, the
                           undersigned represents that it is not engaged in, and
                           does not intend to engage in, a distribution of
                           Exchange Certificates. If the undersigned is a
                           broker-dealer that will receive Exchange Certificates
                           for its own account in exchange for Registrable
                           Certificates, it represents that the Registrable
                           Certificates to be exchanged for Exchange
                           Certificates were acquired by it as a result of
                           market-making activities or other trading activities
                           and acknowledges that it will deliver a prospectus
                           meeting the requirements of the 1933 Act in
                           connection with any resale of such Exchange
                           Certificates pursuant to the Exchange Offer; however,
                           by so acknowledging and by delivering a prospectus,
                           the undersigned will not be deemed to admit that it
                           is an "underwriter" within the meaning of the 1933
                           Act";

                           (B) to the extent any Participating Broker-Dealer
                  participates in the Exchange Offer, use its best efforts to
                  cause to be delivered at the request of an entity representing
                  the Participating Broker-Dealers (which entity shall be Morgan
                  Stanley & Co. Incorporated, unless it elects not to act as
                  such representative) only one, if any, "cold comfort" letter
                  with respect to the Prospectus in the form existing on the
                  last date for which exchanges are accepted pursuant to the
                  Exchange Offer and with respect to each subsequent amendment
                  or supplement, if any, effected during the period specified in
                  clause (C) below;

                           (C) to the extent any Participating Broker-Dealer
                  participates in the Exchange Offer, use its best efforts to
                  maintain the effectiveness of the Exchange Offer Registration
                  Statement for such period of time as any Participating
                  Broker-Dealer must comply with the prospectus delivery
                  requirements of the 1933 Act; provided, however, that such
                  period shall not exceed the 180-day period specified in clause
                  (D) below; and
<PAGE>   15
                                       14

                         (D) not be required to amend or supplement the
                  Prospectus contained in the Exchange Offer Registration
                  Statement as would otherwise be contemplated by Section 3(b),
                  or take any other action as a result of this Section 3(f), for
                  a period exceeding 180 days after the last date for which
                  exchanges are accepted pursuant to the Exchange Offer (as such
                  period may be extended by the Company) and Participating
                  Broker-Dealers shall not be authorized by the Company to, and
                  shall not, deliver such Prospectus after such period in
                  connection with resales contemplated by this Section 3;

                  (g) (A) in the case of an Exchange Offer, furnish counsel for
         the Initial Purchasers and (B) in the case of a Shelf Registration,
         furnish counsel for the Holders of Registrable Certificates copies of
         any request by the SEC or any state securities authority for amendments
         or supplements to a Registration Statement and Prospectus or for
         additional information;

                  (h) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement as
         soon as practicable;

                  (i) unless any Registrable Certificates are in book entry form
         only, in the case of a Shelf Registration, cause the Trustees to
         cooperate with the selling Holders of Registrable Certificates to
         facilitate the timely preparation and delivery of certificates
         representing Registrable Certificates to be sold free from any
         restrictive legends; and cause such Registrable Certificates to be in
         such denominations (consistent with the provisions of the Pass Through
         Trust Agreements or the Successor Pass Through Trust Agreements, as the
         case may be) and registered in such names as the selling Holders or the
         underwriters, if any, may reasonably request at least two Business Days
         prior to the closing of any sale of Registrable Certificates;

                  (j) in the case of a Shelf Registration, upon the occurrence
         of any event or the discovery of any facts, each as contemplated by
         Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, use its best efforts to
         prepare a post-effective amendment to a Registration Statement or an
         amendment or supplement to the related Prospectus or file any other
         required document so that, as thereafter delivered to the Initial
         Purchasers of the Registrable Certificates, such Prospectus will not
         contain at the time of such delivery any untrue statement of a material
         fact or omit to state a material fact necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading. The Company agrees to notify each Holder to suspend use of
         the Prospectus as promptly as practicable after the occurrence of such
         an event, and each Holder hereby agrees to suspend use of the
         Prospectus as promptly as practicable upon receipt of such notice until
         the Company has amended or supplemented the Prospectus to correct such
         misstatement or omission or until notified that use of the Prospectus
         may be resumed, provided that the Company shall use all reasonable
         efforts to cause such suspension not to last more than 30 days per
         occurrence or more than 60 days in aggregate in a calendar year. At
         such time as such public disclosure is otherwise made or the Company
         determines that such disclosure is not necessary, in each case to
         correct any misstatement
<PAGE>   16
                                       15

         of a material fact or to include any omitted material fact, the Company
         agrees promptly to notify each Holder of such determination and to
         furnish each Holder such numbers of copies of the Prospectus, as
         amended or supplemented, as such Holder may reasonably request;

                  (k) obtain a CUSIP number for all Exchange Certificates, or
         Registrable Certificates, as the case may be, of each Trust not later
         than the effective date of an Exchange Offer Registration Statement or
         Shelf Registration Statement, as the case may be, and provide the
         Trustees with certificates evidencing the Exchange Certificates or the
         Registrable Certificates, as the case may be, held in book entry form,
         in a form eligible for deposit with DTC;

                  (l) (i) cause the Pass Through Trust Agreements or Successor
         Pass Through Trust Agreements, as the case may be, to be qualified
         under the Trust Indenture Act of 1939, as amended (the "TIA"), in
         connection with the registration of the Exchange Certificates, or
         Registrable Certificates, as the case may be, (ii) cooperate with the
         Trustees and the Holders to effect such changes to the Pass Through
         Trust Agreements or Successor Pass Through Trust Agreements as may be
         required for the Pass Through Trust Agreements or Successor Pass
         Through Trust Agreements, as the case may be, to be so qualified in
         accordance with the terms of the TIA and (iii) execute, and use its
         best efforts to cause the Trustees to execute, all documents as may be
         required to effect such changes, and all other forms and documents
         required to be filed with the SEC to enable the Pass Through Trust
         Agreements or Successor Pass Through Trust Agreements, as the case may
         be, to be so qualified in a timely manner;

                  (m) in the case of a Shelf Registration, enter into such
         customary agreements (including underwriting agreements in customary
         form) and take all other customary and appropriate actions (including
         those reasonably requested by the Holders of a majority in principal
         amount of Registrable Certificates being sold) in order to expedite or
         facilitate the disposition of such Registrable Certificates and in such
         connection whether or not an underwriting agreement is entered into and
         whether or not the registration is an underwritten registration:

                           (i) make such representations and warranties to the
                  Holders of such Registrable Certificates and the underwriters,
                  if any, in form, substance and scope as are customarily made
                  by the Company to underwriters in similar underwritten
                  offerings as may be reasonably requested by them;

                           (ii) obtain opinions of counsel to the Company (who
                  may be the general counsel of the Company) and updates thereof
                  (which counsel and opinions (in form, scope and substance)
                  shall be reasonably satisfactory to the managing underwriters,
                  if any, or if there are no such managing underwriters, to the
                  Holders of a majority in principal amount of the Registrable
                  Certificates being sold) addressed to each selling Holder and
                  the underwriters, if any, covering the matters
<PAGE>   17
                                       16

                  customarily covered in opinions requested in sales of
                  securities or underwritten offerings;

                           (iii) obtain a "cold comfort" letter and updates
                  thereof from the Company's independent certified public
                  accountants addressed to the underwriters, if any, such letter
                  to be in customary form and covering such matters of the type
                  customarily covered in "cold comfort" letters in connection
                  with similar underwritten offerings as the managing
                  underwriters shall reasonably request;

                           (iv) enter into a securities sales agreement with the
                  Holders and an agent of the Holders providing for, among other
                  things, the appointment of such agent for the selling Holders
                  for the purpose of soliciting purchases of Registrable
                  Certificates, which agreement shall be in form, substance and
                  scope customary for similar offerings;

                           (v) if an underwriting agreement is entered into,
                  cause the same to set forth indemnification provisions and
                  procedures substantially equivalent to the indemnification
                  provisions and procedures set forth in Section 5 hereof (or
                  such other provisions and procedures acceptable to Holders of
                  a majority in principal amount of Registrable Certificates
                  being sold and the managing underwriters) with respect to all
                  parties to be indemnified pursuant to said Section; and

                           (vi) deliver such other documents and certificates as
                  may be reasonably requested by Holders of a majority in
                  principal amount of Registrable Certificates being sold, and
                  as are customarily delivered in similar offerings.

         The above shall be done at (i) the effectiveness of such Registration
         Statement (and, if appropriate, each post-effective amendment thereto)
         if appropriate in connection with any particular disposition of
         Registrable Certificates and (ii) each closing under any underwriting
         or similar agreement as and to the extent required thereunder. In the
         case of any underwritten offering, the Company shall provide written
         notice to the Holders of all Registrable Certificates of such
         underwritten offering at least 30 days prior to the filing of the
         prospectus supplement in connection with such underwritten offering.
         Such notice shall (x) offer each such Holder the right to participate
         in such underwritten offering, (y) specify a date, which shall be no
         earlier than 10 days following the date of such notice, by which such
         Holder must inform the Company of its intent to participate in such
         underwritten offering and (z) include the instructions such Holder must
         follow in order to participate in such underwritten offering;

                  (n) in the case of a Shelf Registration, make available for
         inspection by representatives of the Holders of the Registrable
         Certificates and any underwriters participating in any disposition
         pursuant to a Shelf Registration Statement and any counsel or
         accountant retained by such Holders or underwriters, all financial and
         other records, pertinent corporate documents and properties of the
         Company reasonably
<PAGE>   18
                                       17

         requested by it, and cause the respective officers, directors,
         employees, and any other agents of the Company to make reasonably
         available all relevant information reasonably requested by any such
         representative, underwriter, counsel or accountant in connection with a
         Registration Statement, in each case as is customary for similar due
         diligence examinations; provided, however, that any information that is
         designated in writing by the Company, in good faith, as confidential at
         the time of delivery of such information shall be kept confidential by
         such representatives, underwriters, counsel or accountant, unless such
         disclosure is made in connection with a court proceeding or required by
         law, or such information becomes available to the public generally or
         through a third party without an accompanying obligation of
         confidentiality; and provided further that the foregoing inspection and
         information gathering shall, to the extent reasonably possible, be
         coordinated on behalf of the Holders and the other parties entitled
         thereto by one counsel designated by and on behalf of such Holders and
         other parties; and provided further that each person performing such
         inspection and information gathering will be required to execute a
         confidentiality agreement containing customary terms and provisions and
         to agree that upon learning that disclosure of such information is
         sought in connection with a court proceeding or required by law, it
         will give notice to the Company and allow the Company at its expense to
         undertake appropriate action to prevent disclosure of such confidential
         information;

                  (o) (i) a reasonable time prior to the filing of any Exchange
         Offer Registration Statement, any Prospectus forming a part thereof,
         any amendment to an Exchange Offer Registration Statement or amendment
         or supplement to a Prospectus, provide copies of such document to the
         Initial Purchasers, and use its best efforts to reflect in any such
         document when filed such comments as any of the Initial Purchasers or
         their counsel may reasonably request; (ii) in the case of a Shelf
         Registration, a reasonable time prior to filing any Shelf Registration
         Statement, any Prospectus forming a part thereof, any amendment to such
         Shelf Registration Statement or amendment or supplement to such
         Prospectus (unless such supplement is being filed in response to a
         request by a Holder to amend any Holder's Information with respect to
         such Holder), provide copies of such document to the Holders of
         Registrable Certificates participating in a disposition thereunder, to
         the Initial Purchasers, to counsel on behalf of the Holders and to the
         underwriter or underwriters of an underwritten offering of Registrable
         Certificates, if any, and use its best efforts to reflect such comments
         in any such document when filed as such Holders of Registrable
         Certificates, their counsel and any underwriter may reasonably request;
         and (iii) cause the representatives of the Company to be available for
         discussion of such document as shall be reasonably requested by such
         Holders of Registrable Certificates, the Initial Purchasers on behalf
         of such Holders or any underwriter and shall not at any time make any
         filing of any such document of which such Holders, the Initial
         Purchasers on behalf of such Holders, their counsel or any underwriter
         shall not have previously been advised and furnished a copy or to which
         such Holders, the Initial Purchasers on behalf of such Holders, their
         counsel or any underwriter shall reasonably object;
<PAGE>   19
                                       18

                  (p) use its best efforts to cause the Exchange Certificates or
         Registrable Certificates, as the case may be, to be rated with two
         nationally recognized statistical rating organizations (as such term is
         defined in Rule 436(g)(12) under the 1933 Act);

                  (q) in the case of a Shelf Registration, use its best efforts
         to cause all Registrable Certificates to be listed on any securities
         exchange or any automated quotation system on which similar securities
         issued by the Company are then listed if requested by the Majority
         Holders, to the extent such Registrable Certificates satisfy applicable
         listing requirements; and

                  (r) otherwise use its best efforts to comply with all
         applicable rules and regulations of the SEC and make generally
         available to its security holders, as soon as reasonably practicable
         after the effective date of a Registration Statement, an earnings
         statement which shall satisfy the provisions of Section 11(a) of the
         1933 Act and Rule 158 thereunder.

                  In the case of a Shelf Registration Statement, the Company may
(as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Certificates to agree to be bound by the
applicable terms of this Agreement and to furnish to the Company such
information regarding such Holder and the proposed distribution by such Holder
of such Registrable Certificates as the Company may from time to time reasonably
request and the Company may exclude from such registration the Registrable
Certificates of any Holder that fails to furnish such information within a
reasonable time after receiving such request. Each Holder as to which any Shelf
Registration is being effected hereby agrees to furnish to the Company all
information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.

                  Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event or the discovery of any facts, each of the
kind described in Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Certificates pursuant to such
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(j) hereof or it is
advised in writing by the Company that the use of the applicable Prospectus may
be resumed, and, if so directed by the Company, such Holder will deliver to the
Company (at the Company's expense) all copies in its possession other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Certificates current at the time of receipt of such
notice. If the Company shall give any such notice to suspend the disposition of
Registrable Certificates pursuant to a Registration Statement as a result of the
happening of any event or the discovery of any facts, each of the kind described
in Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, the Company shall be deemed to
have used its best efforts to keep the Registration Statement effective during
such period of suspension provided that the Company shall use its best efforts
to file and have declared effective (if an amendment) as soon as practicable an
amendment or supplement to the Registration Statement and shall extend the
period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and
<PAGE>   20
                                       19

including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions or it
is advised in writing by the Company that the use of the applicable Prospectus
may be resumed.

                  4. Underwritten Offering. The Holders of Registrable
Certificates covered by a Shelf Registration Statement who desire to do so may
sell such Registrable Certificates in an underwritten offering. In any such
underwritten offering, the investment banker or bankers and manager or managers
that will administer the offering will be selected by, and the underwriting
arrangements with respect thereto will be approved by, the Holders of a majority
of the Registrable Securities to be included in such offering; provided,
however, that (i) such investment bankers and managers and underwriting
arrangements must be reasonably satisfactory to the Company and (ii) the Company
shall not be obligated to arrange for more than one underwritten offering during
the period such Shelf Registration Statement is required to be effective
pursuant to Section 2(b)(B) hereof. No Holder may participate in any
underwritten offering contemplated hereby unless such Holder (a) agrees to sell
such Holder's Registrable Certificates in accordance with any approved
underwriting arrangements, (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such approved
underwriting arrangements and (c) at least 20% of the outstanding Registrable
Certificates are included in such underwritten offering. The Holders
participating in any underwritten offering shall be responsible for any expenses
customarily borne by selling securityholders, including underwriting discounts
and commissions and fees and expenses of counsel to the selling securityholders.

                  5. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless, each Initial Purchaser, each Holder and each
person, if any, who controls any Initial Purchaser or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from
and against all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any Initial
Purchaser, any Holder or any such controlling person in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Certificates or Registrable Certificates were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Initial Purchasers or any Holder
furnished to the Company in writing by the Initial Purchasers or any selling
Holder expressly for use therein; provided, however, that the foregoing
indemnity agreement with respect to any preliminary Prospectus shall not inure
to the benefit of any Person
<PAGE>   21
                                       20

from whom the Person asserting any such losses, claims, damages or liabilities
purchased Registrable Certificates, or any person controlling such seller, if a
copy of the final Prospectus (as then amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such seller to such purchaser with or prior to the
written confirmation of the sale of the Registrable Certificates to such Person,
and if the final Prospectus (as so amended or supplemented) would have cured the
defect giving rise to such losses, claims, damages or liabilities. In connection
with any underwritten offering permitted by Section 4, the Company will also
indemnify the underwriters participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the
1933 Act and the 1934 Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, each Initial Purchaser, the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, may elect to or upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such indemnified parties and that such fees and expenses shall be reimbursed
as they are incurred. Such firm shall be designated in writing (i) by the
Initial Purchasers in the case of the Initial Purchasers and related parties
indemnified pursuant to paragraph (a) above, (ii) by the Majority Holders in the
case of the Holders and related parties indemnified pursuant to paragraph (a)
above, and (iii) by the Company in the case of parties indemnified pursuant to
paragraph (b) above. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled
<PAGE>   22
                                       21

with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
aggregate principal amount of Registrable Certificates of such Holder that were
registered pursuant to a Registration Statement.

                  (e) The Company and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Certificates were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement,
<PAGE>   23
                                       22


(ii) any investigation made by or on behalf of the Initial Purchasers, any
Holder or any person controlling any Initial Purchaser or any Holder, or by or
on behalf of the Company, its officers or directors or any person controlling
the Company, (iii) acceptance of any of the Exchange Certificates and (iv) any
sale of Registrable Certificates pursuant to a Shelf Registration Statement.

                  6. Miscellaneous. (a) Rule 144 and Rule 144A. For so long as
the Company is subject to the reporting requirements of Section 13 or 15 of the
1934 Act, the Company covenants that it will file the reports required to be
filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder, that if it ceases to be so required
to file such reports, it will upon the request of any Holder of Registrable
Certificates (i) make publicly available such information as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such
information to a prospective purchaser as is necessary to permit sales pursuant
to Rule 144A under the 1933 Act, and (iii) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time
to time to enable such Holder to sell its Registrable Certificates without
registration under the 1933 Act within the limitation of the exemptions provided
by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to
time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon
the reasonable request of any Holder of Registrable Certificates, the Company
will deliver to such Holder a written statement as to whether it has complied
with such requirements.

                  (b) Purchase and Sale of Certificates. The Company shall not,
and the Company shall use its best efforts to cause its affiliates (as defined
in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise
transfer any Initial Certificates.

                  (c) Trustees. The Trustees shall take such action as may be
reasonably requested by the Company in connection with the Company satisfying
its obligations arising under this Agreement; provided that the Company shall
provide to the Trustee (as Trustee and in its individual capacity) such
indemnity in connection therewith as the Trustee may reasonably request, subject
to any separate fee arrangement between the Company and the Trustee.

                  (d) No Inconsistent Agreements. The Company has not entered
into nor will the Company on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Certificates in this Agreement or otherwise conflicts with the
provisions hereof.

                  (e) Amendments and Waivers. Except as otherwise expressly
permitted in the Pass Through Trust Agreements or the Successor Pass Through
Trust Agreements, the provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given unless the
Company has obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Certificates affected
by such amendment, modification, supplement, waiver or departure; provided,
however, that no amendment, modification, supplement or waiver or consent to any
departure from the provisions
<PAGE>   24
                                       23

of Section 5 hereof shall be effective as against any Holder of Registrable
Certificates unless consented to in writing by such Holder.

                  (f) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(f), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(f).

                  All such notices and communications shall be deemed to have
been duly given when received or, if made by facsimile or telecommunication
transmission, when received unless received outside of business hours, in which
case on the next open of business on a Business Day.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to the Trustees,
at the address specified in the Pass Through Trust Agreements or the Successor
Pass Through Trust Agreements, as the case may be.

                  (g) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Certificates in violation of the terms hereof or of the Purchase Agreement or
the Pass Through Trust Agreements or Successor Pass Through Trust Agreements. If
any transferee of any Holder shall acquire Registrable Certificates, in any
manner, whether by operation of law or otherwise, such Registrable Certificates
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Certificates, such Person shall be conclusively deemed
to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof. Upon the occurrence of the transfers contemplated
by the Assignment and Assumption Agreements (as defined in the Pass Through
Trust Agreements), the trustee of each Original Trust shall (without any further
act) be deemed to have transferred all of its rights, title and interest in and
to this Agreement to the trustee of the corresponding Successor Trust and,
thereafter, the trustee of each Successor Trust shall be deemed to be the
"Trustee" of such Successor Trust with the rights and obligations of a "Trustee"
hereunder. The Initial Purchasers (in their capacity as Initial Purchasers)
shall have no liability or obligation to the Company with respect to any failure
by any other Holder to comply with, or any breach by any other Holder of, any of
the obligations of such other Holder under this Registration Rights Agreement.
<PAGE>   25
                                       24

                  (h) Third Party Beneficiaries. The Holders shall be third
party beneficiaries to the agreements made hereunder and to the obligations of
the Company hereunder and shall have the right to enforce such agreements and
obligations directly to the extent any such Holder deems such enforcement
necessary or advisable to protect the rights expressed to be for its benefit
hereunder.

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

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

                  (k) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (l) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
<PAGE>   26
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                    AMERICA WEST AIRLINES, INC.



                                    By: /s/ W. DOUGLAS PARKER
                                       --------------------------
                                        Name: W. DOUGLAS PARKER
                                        Title: Executive Vice President


                                    WILMINGTON TRUST COMPANY,
                                      not in its individual capacity
                                      but solely as Trustee under
                                      each of the Original Trusts



                                    By: /s/ JAMES P. LAWLER
                                       --------------------------
                                        Name: JAMES P. LAWLER
                                        Title: Vice President


Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.

By:      MORGAN STANLEY & CO. INCORPORATED



         By: /s/ BRUCE PAINE
            --------------------------
             Name: BRUCE PAINE
             Title: Vice President