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                                                                    EXHIBIT 4.17


                    FORM OF REGISTRATION RIGHTS AGREEMENT


Each of America West Holdings Corporation (the "Company") and America West
Airlines, Inc. (the "Guarantor") hereby agree, for the benefit of the holders
from time to time of the Registrable Securities (as defined below) as follows:

         SECTION 1. DEFINITIONS. As used in this Exhibit, the following terms
shall have the following meanings:

         AFFILIATE: An affiliate of any specified person shall mean 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 person, means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and
the terms "affiliated," "controlling" and "controlled" have meanings correlative
to the foregoing.

         AGREEMENT: This Exhibit D to the Indenture, as this Exhibit may be
amended, supplemented or modified from time to time in accordance with the terms
hereof.

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

         CLOSING DATE: January 18, 2002.

         COMMON STOCK: The class B common stock, par value $0.01 per share, of
the Company or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

         COMPANY: America West Holdings Corporation, a Delaware corporation, and
any successor entity thereto.

         DAMAGES PAYMENT DATE: Each of the semiannual interest payment dates
provided in the Notes.

         EFFECTIVENESS PERIOD: As defined in Section 2(a) hereof.

         EFFECTIVENESS TARGET DATE: The 240th day following the Closing Date.


                                       1.
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         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         FILING DATE: The 120th day after the Closing Date.

         GUARANTOR: America West Airlines, Inc., a Delaware corporation, and any
successor entity thereto.

         HOLDER: Each owner of any Registrable Securities.

         INDENTURE: The Indenture, dated as of the date hereof, between the
Company and Wilmington Trust Company, as Trustee, pursuant to which the Notes
are to be issued, as the same may be amended, modified or supplemented from time
to time in accordance with the terms thereof.

         INITIAL PURCHASERS: The initial purchasers of the Notes set forth on
Schedule I hereto.

         LIQUIDATED DAMAGES: As defined in Section 3(a) hereof.

         NOTES: The Company's 7.5% Convertible Senior Notes due 2009.

         NOTICE AND QUESTIONNAIRE: The form of Notice and Questionnaire attached
hereto as Exhibit A, as reasonably amended, supplemented, or otherwise modified
from time to time by the Company upon reasonable notice to the Holders.

         PROSPECTUS: The prospectus included in the Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed in reliance upon Rule 430A), as
amended or supplemented by any prospectus supplement, with respect to the resale
of any of the Registrable Securities covered by such Registration Statement, and
all other amendments and supplements to any such prospectus, including
post-effective amendments, and all materials incorporated by reference or deemed
to be incorporated by reference, if any, in such prospectus.

         RECORD HOLDER: (i) with respect to any Damages Payment Date relating to
any shares of Common Stock as to which any such Liquidated Damages have accrued,
the registered Holder of such shares 15 days prior to the next succeeding
Damages Payment Date; and (ii) with respect to any Damages Payment Date relating
to any Notes as to which any such Liquidated Damages has accrued, the registered
Holder of such Notes 15 days prior to the next succeeding Damages Payment Date.

         REGISTRABLE SECURITIES: The Notes and such shares of Common Stock
issued or issuable (whether currently or in the future) upon conversion of such
Notes (including any shares of Common Stock issued or issuable thereon upon any
stock split, stock combination, stock dividend or the like), upon original
issuance thereof and at all times subsequent thereto, and associated related
rights, including the Guaranty, until the earliest of (i) the date on which the
resale thereof has been effectively registered under the Securities Act and such
securities have been disposed of in accordance with the Registration Statement
relating thereto, (ii) the date on which such securities have been distributed
to the public pursuant to Rule 144 or are saleable

                                       2.
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pursuant to paragraph (k) of Rule 144 or (iii) the date on which such securities
cease to be outstanding.

         REGISTRATION DEFAULT: As defined in Section 3(a) hereof.

         REGISTRATION STATEMENT: Any registration statement of the Company filed
with the SEC pursuant to the Securities Act that covers the resale of the
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus, amendments and supplements to such registration statement or
Prospectus (including pre- and post-effective amendments), all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference, if any, in such registration statement.

         REQUIRED HOLDERS: Registered Holders of a number of shares of then
outstanding Common Stock constituting Registrable Securities and an aggregate
amount of then outstanding Notes constituting Registrable Securities, such that
the sum of such shares of Common Stock and the shares of Common Stock issuable
(whether currently or in the future) upon conversion of such Notes constitutes
in excess of 50% of the sum of all of the then outstanding shares of Common
Stock constituting Registrable Securities and the number of shares of Common
Stock issuable (whether currently or in the future) upon conversion of then
outstanding Notes constituting Registrable Securities. For purposes of the
preceding sentence, Registrable Securities owned, directly or indirectly, by the
Company or its Affiliates shall not be deemed outstanding.

         REQUISITE INFORMATION: As defined in Section 2(c) hereof.

         RULE 144: Rule 144 promulgated by the SEC pursuant to the Securities
Act, as such rule may be amended from time to time, or any successor rule or
regulation.

         RULE 144A: Rule 144A promulgated by the SEC pursuant to the Securities
Act, as such rule may be amended from time to time, or any successor rule or
regulation.

         RULE 415: Rule 415 promulgated by the SEC pursuant to the Securities
Act, as such rule may be amended from time to time, or any successor rule or
regulation.

         RULE 424: Rule 424 promulgated by the SEC pursuant to the Securities
Act, as such rule may be amended from time to time, or any successor rule or
regulation.

         RULE 430A: Rule 430A promulgated by the SEC pursuant to the Securities
Act, as such rule may be amended from time to time, or any successor rule or
regulation.

         SEC: The Securities and Exchange Commission, or any successor
governmental agency or authority thereto.

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

         TIA: The Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated by the SEC thereunder.


                                       3.
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         TRANSFER AGENT: The registrar and transfer agent for the Company's
Common Stock.

         TRUSTEE: The trustee under the Indenture.

         SECTION 2. REGISTRATION STATEMENT.

            (a) REGISTRATION RIGHTS. Subject to the conditions set forth in
Section 2(c), the Company and the Guarantor, at their own expense, agree to,
jointly and severally, file with the SEC a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering all of
the Common Stock and Notes constituting Registrable Securities. The Company
shall use best efforts to cause the Registration Statement to be filed as soon
as practicable but in no event later than the Filing Date. The Registration
Statement shall be on Form S-3 under the Securities Act or another appropriate
form selected by the Company or the Guarantor permitting registration of such
Registrable Securities for resale by the Holders in the manner or manners
reasonably designated by the Holders. The Company and the Guarantor shall use
best efforts to cause the Registration Statement to be declared effective
pursuant to the Securities Act as soon as reasonably practicable following the
filing thereof, but in any event not later than the Effectiveness Target Date,
and to keep such Registration Statement continuously effective under the
Securities Act until the earlier of (i) the date that is two years (or for such
longer period if extended pursuant to Section 2(d) below) after the effective
date (the "Effectiveness Period"), (ii) the date when the Holders of Registrable
Securities are able to sell all such securities immediately without restriction
pursuant to the volume limitation provisions of Rule 144 under the Securities
Act or any successor rule thereto or otherwise, or (iii) the sale pursuant to
the Registration Statement of all securities registered thereunder.

            (b) SUPPLEMENTS AND AMENDMENTS. The Company and the Guarantor shall
use best efforts to keep any Registration Statement continuously effective by
supplementing and amending such Registration Statement if so required by the
rules, regulations or instructions applicable to the registration form used for
such Registration Statement, if required by the Securities Act or if reasonably
requested by the Required Holders or by any underwriter of such Registrable
Securities. If the Registration Statement under Section 2(a) ceases to be
available for use by the Holders because the Company no longer qualifies to use
such form of registration statement, the Company shall be required to file as
promptly as reasonably practicable a new Registration Statement on an
appropriate form and its obligations hereunder shall continue to apply in all
respects.

            (c) SELLING SECURITYHOLDER INFORMATION. Each Holder wishing to
register to sell Registrable Securities pursuant to the Registration Statement
and related Prospectus agrees to deliver a Notice and Questionnaire, in a timely
manner, that confirms such Holder's agreement to be bound by the terms of this
Agreement and includes such information regarding it and the distribution of its
Registrable Securities as is required by law to be disclosed by the Holder in
the Registration Statement (the "Requisite Information") to the Company prior to
any intended distribution of Registrable Securities under the Registration
Statement. Neither the Company nor the Guarantor shall be required to include in
the Registration Statement and related Prospectus the Registrable Securities of
any Holder that does not provide the Company with a Notice and Questionnaire in
accordance with this Section 2(c). If such completed Notice and Questionnaire is
received by the Company before 10 days prior to the effective date of the


                                       4.
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Registration Statement, such Holder shall be entitled to have its Registrable
Securities included in the Registration Statement at the effective date thereof.
If such completed Notice and Questionnaire is received thereafter, the Company
will use best efforts to include such Holder's Registrable Securities as
promptly as reasonably practicable thereafter, subject to the last two sentences
of the next paragraph.

         Subject to the last two sentences of this paragraph, the Company and
the Guarantor shall, jointly and severally, use best efforts to file, as soon as
practicable after the receipt of a Notice and Questionnaire from any Holder
which includes the Requisite Information or any changes in the Requisite
Information with respect to such Holder (including, without limitation, any
changes in the plan of distribution), a Prospectus supplement pursuant to Rule
424 or otherwise amend or supplement such Registration Statement to include in
the Prospectus the Requisite Information as to such Holder (and the Registrable
Securities held by such Holder), and the Company shall provide such Holder a
copy of such Prospectus as so amended or supplemented containing the Requisite
Information in order to permit such Holder to comply with the Prospectus
delivery requirements of the Securities Act in a timely manner with respect to
any proposed disposition of such Holder's Registrable Securities and to file the
same with the SEC. Each Holder shall promptly notify the Company of any material
changes to the Requisite Information contained in the Notice and Questionnaire
provided to the Company by such Holder. Notwithstanding the foregoing, following
the effective date of the Registration Statement, the Company shall not be
required to file more than one such supplement or post-effective amendment to
reflect changes in the amount of Notes or Common Stock constituting Registrable
Securities held by any particular Holder in any 30-day period. The Company may
take reasonable steps to aggregate the addition of Registrable Securities of
more than one Holder for purposes of filing amendments to any Registration
Statement or supplements to the Prospectus so as to reduce the need for multiple
amendments or supplements; provided that the Company shall not use this sentence
to delay the filing of any amendment or supplement beyond such 30-day period.

            (d) MATERIAL EVENTS; SUSPENSION OF SALES. Notwithstanding the
provisions contained in this Section 2, with respect to the Registration
Statement the Company and the Guarantor may (for a period not to exceed 60
consecutive days, and not in any event to exceed 90 days in the aggregate,
during any 12 month period) suspend use of such Registration Statement at any
time if, and for so long as, the continued effectiveness thereof would require
the Company or the Guarantor to disclose a material financing, acquisition,
other transaction or other material non-public information, which disclosure the
Board of Directors of the Company or the Guarantor shall have determined in good
faith is not in the best interests of the Company, the Guarantor and the
Company's stockholders. The Company shall notify each registered Holder, the
Trustee, the Transfer Agent and the managing underwriters, if any, that the use
of the Prospectus is to be suspended until the Company shall deliver a written
notice that the use of the Prospectus may be resumed. During such suspension the
use of the Prospectus shall be suspended, and neither the Company nor the
Guarantor shall be required to maintain the effectiveness of, or amend or update
the Registration Statement, or amend or supplement the Prospectus.

            (e) ADDITIONAL AGREEMENTS OF HOLDERS. Each Holder agrees not to
dispose of Registrable Securities pursuant to the Registration Statement without
complying with the prospectus delivery requirements under the Securities Act and
the provisions of paragraph (d)

                                       5.
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above regarding use of the Prospectus. Each Holder further agrees that it will
comply fully with applicable federal and state securities laws in connection
with the distribution of any Registrable Securities pursuant to the Registration
Statement. Each Holder further acknowledges having been advised by the Company
and the Guarantor that applicable federal securities laws prohibit Holders from
trading in securities of the Company or the Guarantor at any time while in
possession of material non-public information about the Company or the
Guarantor.

         SECTION 3. LIQUIDATED DAMAGES.

            (a) The Company, the Guarantor and the Initial Purchasers agree that
the Holders will suffer damages if the Company fails to fulfill its obligations
pursuant to Section 2 hereof and that it would not be possible to ascertain the
extent of such damages with precision. Accordingly, the Company hereby agrees to
pay liquidated damages ("Liquidated Damages") to each Holder under the
circumstances and to the extent set forth below:

                 (i) if the Registration Statement is not declared effective by
the SEC on or prior to the Effectiveness Target Date;

                 (ii) the aggregate duration of any suspension periods exceeds
the number of days permitted by Section 2(d) hereof; or

                 (iii) the Registration Statement ceases to be effective or the
Prospectus ceases to be usable at any time during the Effectiveness Period
without being succeeded within 30 days by a post-effective amendment or
supplement to such Registration Statement or Prospectus that cures such failure
to be effective or useable, as the case may be, and that is itself, in the case
of post-effective amendment, declared effective within a reasonable period of
time (each of the foregoing events in clauses (i), (ii) and (iii), a
"Registration Default").

            (b) In the event of a Registration Default, commencing on (and
including) the date immediately following the date of any Registration Default
and ending on (but excluding) the date on which the Registration Default is
cured, the Company and the Guarantor agree to pay, as liquidated damages and not
as a penalty, an amount payable on the Damages Payment Dates to the Record
Holders of then outstanding Notes and Common Stock constituting Registrable
Securities, as the case may be, at a rate per annum equal to one-quarter of one
percent (0.25%) for the first 90-day period following such Registration Default,
and thereafter at a rate per annum equal to one-half of one percent (0.5%) of
the aggregate applicable principal amount of the then outstanding Notes or of
the Notes converted to then outstanding shares of Common Stock. Following the
cure of a Registration Default, Liquidated Damages will cease to accrue with
respect to such Registration Default. All accrued Liquidated Damages shall be
paid to the holders of (i) Notes constituting Registrable Securities, pursuant
to the terms of the Indenture with respect to the payment of interest; and (ii)
shares of Common Stock constituting Registrable Securities, in the same manner
as interest payments on the Notes pursuant to the terms of the Indenture, on
semiannual payment dates that correspond to the semiannual interest payment
dates for the Notes. The parties hereto agree and acknowledge that the payment
of Liquidated Damages to holders of Common Stock upon a Registration Default
pursuant to this Agreement shall not be a dividend on such shares of Common
Stock.


                                       6.
<PAGE>
            (c) Liquidated Damages shall be paid by the Company to the Record
Holders of the Notes or Common Stock constituting Registrable Securities;
provided, however, that any Liquidated Damages accrued with respect to any Notes
or portion thereof called for redemption on a redemption date, repurchased on a
repurchase date, or converted into shares of Common Stock on a conversion date,
as the case may be, after the 15th day prior to the Damages Payment Date shall,
in any such event, be paid nonetheless to the Record Holder of such Registrable
Securities.

         SECTION 4. REGISTRATION PROCEDURES. In connection with the Company's
and the Guarantor's registration obligations hereunder, the Company and the
Guarantor shall effect such registrations on the appropriate form selected by
the Company or the Guarantor to permit the resale of Registrable Securities in
accordance with the Holder's intended method or methods of disposition thereof,
and pursuant thereto the Company and the Guarantor shall as expeditiously as
reasonably possible:

            (a) Furnish to the Holders and the managing underwriters, if any,
copies of all such documents proposed to be filed (excluding, unless requested,
those documents incorporated or deemed to be incorporated by reference and then
only to the Holder who so requested) and use its commercially reasonable efforts
to reflect in each such document, when so filed with the SEC, such comments as
the Holders may reasonably propose. Neither the Company nor the Guarantor shall
file any such Registration Statement or related Prospectus or any amendments or
supplements thereto (excluding any document that would be incorporated or deemed
incorporated by reference) to which the Holder or the managing underwriters, if
any, shall reasonably object in writing (by hand-delivery, courier guaranteeing
overnight delivery or telecopy) within five Business Days after the receipt of
such documents. Notwithstanding the foregoing, neither the Company nor the
Guarantor shall be required to furnish to the Holders or the managing
underwriters, if any, any amendments or supplements to the Registration
Statement or Prospectus filed solely to reflect changes to the amount of Notes
or Common Stock constituting Registrable Securities held by any particular
Holder or immaterial revisions to the information contained therein.

            (b) Prepare and file with the SEC such amendments, including
post-effective amendments, to the Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable time
period set forth in Section 2(a) hereof; cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement and Prospectus during such period in accordance with the intended
method or methods of disposition by the Holder set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented including,
without limitation, the filing of any Prospectus supplement pursuant to Rule 424
in order to add or change any selling security holder information (including any
such supplements or amendments pursuant to Section 2(c) hereof, provided such
Holder to which such change applies complies with the Requisite Information
requirements of Section 2(c) hereof in a timely manner).


                                       7.
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            (c) Notify the Holders and the managing underwriters, if any,
promptly and, if requested by any such person, confirm such notice in writing:

                 (i) (A) when a Prospectus or any Prospectus supplement or
post-effective amendment is proposed to be filed and (B) with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective;

                 (ii) of any written comments from the SEC with respect to any
filing and of any request by the SEC or any other Federal or state governmental
authority for amendments or supplements to such Registration Statement or
related Prospectus or for additional information related thereto;

                 (iii) of the issuance by the SEC, any state securities
commission, any other governmental agency or any court of any stop order, order
or injunction suspending or enjoining the use or effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose;

                 (iv) of the receipt by the Company or the Guarantor of any
notification with respect to the suspension of qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any proceeding for such purpose;

                 (v) of the existence of any fact or the happening of any event
during the Effectiveness Period that makes any statement of material fact made
in such Registration Statement or related Prospectus untrue in any material
respect, or that requires the making of any changes in such Registration
Statement or Prospectus so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading and that, in the case of the Prospectus, such Prospectus
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and

                 (vi) of the determination by the Company or the Guarantor that
a post effective amendment to the Registration Statement will be filed with the
SEC.

            (d) Use commercially reasonable efforts to obtain the withdrawal of
any stop order or order enjoining or suspending the use or effectiveness of a
Registration Statement or the lifting of any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

            (e) If reasonably requested by the Required Holders, or managing
underwriters, if any, to:

                 (i) promptly include in a Prospectus supplement or
post-effective amendment such information as the Required Holders or managing
underwriters, if any, may reasonably request to be included therein; and


                                       8.
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                 (ii) make all required filings of such Prospectus supplement or
such post-effective amendment as soon as reasonably practicable after the
Company has received notification of the matters to be included in such
Prospectus supplement or post-effective amendment.

            (f) Furnish to each Holder who so requests, and each managing
underwriter, if any, without charge, at least one copy of the Registration
Statement and each amendment thereto (but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits,
unless requested in writing by such Holder or any managing underwriter and then
only to the person who so requested).

            (g) Deliver to each Holder and the underwriters, if any, without
charge, as many copies of the Prospectus or Prospectuses (including each form of
Prospectus) and each amendment or supplement thereto as such persons may
reasonably request; and, unless the Company or the Guarantor shall have given
notice to such Holder or underwriter pursuant to Section 2(d), the Company and
the Guarantor hereby consent to the use of such Prospectus, and each amendment
or supplement thereto, by each of the selling Holders of Registrable Securities
and the underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.

            (h) Prior to any public offering of Registrable Securities, use all
reasonable efforts to register or qualify, or cooperate with the Holders of
Registrable Securities to be sold or tendered or the underwriters, if any, and
their respective counsel in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder or underwriter reasonably
requests in writing, keep each such registration or qualification (or exemption
therefrom) effective during the period the Registration Statement is required to
be kept effective and do any and all other acts or things legally necessary to
enable the disposition in such jurisdictions of the Registrable Securities
covered by the Registration Statement; provided, however, that neither the
Company nor the Guarantor shall be required to qualify generally to do business
in any jurisdiction where it is not then so qualified, take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject the Company or the Guarantor to any tax in any
such jurisdiction where it is not then so subject.

            (i) In connection with any sale or transfer of Registrable
Securities that will result in such securities no longer being Registrable
Securities, cooperate with the Holders and the managing underwriters, if any, to
(i) facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold (unless the same shall be in book-entry form),
which certificates shall not bear any restrictive legends, unless required by
applicable securities laws, shall bear a CUSIP number different from the CUSIP
number for the Registrable Securities and shall be in a form eligible for
deposit with the Depositary Trust Company, and (ii) enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriters, if any, or Holders may reasonably request at least two
Business Days prior to any sale of Registrable Securities.


                                       9.
<PAGE>
            (j) Use best efforts to cause the offering of the Registrable
Securities covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities within the United
States as may be necessary to enable the Holder or managing underwriter, if any,
to consummate the disposition of such Registrable Securities; provided, however,
that neither the Company nor the Guarantor shall be required to register the
Registrable Securities in any jurisdiction that would require the Company or the
Guarantor to qualify to do business in any jurisdiction where it is not then so
qualified, subject it to general service of process in any such jurisdiction
where it is not then so subject or subject the Company or the Guarantor to any
tax in any such jurisdiction where it is not then so subject.

            (k) Upon the occurrence of any event contemplated by Section
4(c)(iv) hereof, as promptly as reasonably practicable (subject to any
suspension of sales pursuant to Section 2(d) hereof), prepare a supplement or
amendment, including, if appropriate, a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any
other required document so that, as thereafter delivered, such Prospectus will
not 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,
in light of the circumstances under which they were made, not misleading
(except, upon occurrence of an event contemplated by paragraph (v) of Section
4(c) above, to the extent that the Company and the Guarantor determine in good
faith that the disclosure of such event at such time would not be in the best
interests of the Company or the Guarantor and the Company's stockholders,
provided that any such delay in disclosure pursuant to this Section 4(k) shall
be considered a suspension of the Registration Statement subject to the
limitation in Section 2(d)).

            (l) Prior to the effective date of the Registration Statement
relating to the Registrable Securities, to provide a CUSIP number for the
Registrable Securities to be sold pursuant to the Registration Statement.

            (m) Enter into such agreements (including any underwriting
agreements in form, scope and substance as may be reasonably requested and as
are customary in underwritten offerings) and take all such other appropriate
actions in connection therewith (including those reasonably requested by the
managing underwriters, if any, or the Holders of a majority in interest of the
Registrable Securities being sold) in order to expedite or facilitate the sale
of such Registrable Securities. In connection with any underwritten offering,
the Company and the Guarantor will:

                 (i) make such representations and warranties to the Holders of
such Registrable Securities and the underwriters, if any, with respect to the
business of the Company and the Guarantor and their subsidiaries (including with
respect to businesses or assets acquired or to be acquired by any of them), and
the Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, in form, substance
and scope as are customarily made by issuers to underwriters in underwritten
offerings, and confirm the same if and when requested;

                 (ii) obtain, as may reasonably be required, opinions of counsel
to the Company and the Guarantor (which may include in-house counsel) and
updates thereof (which

                                      10.
<PAGE>
counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any), addressed to each selling
Holder of Registrable Securities and each of the underwriters, if any, covering
the matters customarily covered in opinions requested in underwritten offerings
(including any such matters as may be reasonably requested by such
underwriters);

                 (iii) obtain, as may reasonably be required, customary "cold
comfort" letters and updates thereof from the independent certified public
accountants of the Company and the Guarantor (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or the
Guarantor or of any business acquired by the Company or the Guarantor for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed (where reasonably possible) to each
selling Holder of Registrable Securities and each of the underwriters, if any,
such letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with underwritten
offerings; and

                 (iv) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority in interest of the Registrable
Securities being sold or the managing underwriters, if any, to evidence the
continued validity of the representations and warranties made pursuant to clause
(i) of this Section 4(m) and to evidence compliance with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company or the Guarantor;

            (n) Make available for inspection by a representative of the Holders
of Registrable Securities being sold, any underwriter participating in any such
disposition of Registrable Securities, if any, and any attorney, consultant or
accountant retained by such selling Holders or underwriter, at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and properties of the Company and the
Guarantor and their subsidiaries (other than records and documents that the
Company and the Guarantor and their subsidiaries agreed contractually not to
disclose and the disclosure of which would violate any such contractual
agreement) as they may reasonably request, and cause the officers, directors,
agents and employees of the Company and the Guarantor and their subsidiaries to
supply all information (other than information that the Company and the
Guarantor and their subsidiaries agreed contractually not to disclose and the
disclosure of which would violate any such contractual agreement) in each case
reasonably requested by any such representative, underwriter, attorney,
consultant or accountant in connection with such Registration Statement and as
shall be reasonably necessary to enable such persons to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall be
coordinated on behalf of the Holders and the other parties thereto by one
counsel designated by and on behalf of such Holders and other parties and
provided further, that such persons shall first agree in writing with the
Company and the Guarantor that any information that is reasonably and in good
faith designated by the Company or the Guarantor as confidential at the time of
delivery or inspection (as the case may be) of such information shall be kept
confidential by such persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities; (ii) disclosure of such information is
required by law (including any disclosure requirements pursuant to Federal
securities laws in connection

                                      11.
<PAGE>
with the filing of any Registration Statement or the use of any Prospectus);
(iii) such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person; or (iv) such
information becomes available to any such person from a source other than the
Company or the Guarantor and such source is not known to be bound by a
confidentiality agreement.

            (o) Use all reasonable efforts to cause the Indenture to be
qualified under the TIA not later than the effective date of the Registration
Statement relating to the Registrable Securities; and in connection therewith,
cooperate with the Trustee and the Holders of Notes or Common Stock constituting
Registrable Securities to effect such changes to the Indenture, if any, as may
be required for such Indenture to be so qualified in accordance with the terms
of the TIA; and execute, and use all reasonable efforts to cause the Trustee to
execute, all customary documents as may be required to effect such changes, and
all other forms and documents (including Form T-1) required to be filed with the
SEC to enable the Indenture to be so qualified under the TIA in a timely manner.

            (p) (i) list all shares of Common Stock covered by any Registration
Statements on any securities exchange on which the Common Stock is then listed;
or (ii) authorize for quotation on the National Market of the National
Association of Securities Dealers Automated Quotation System ("Nasdaq") all
Common Stock covered by all such Registration Statements if the Common Stock is
then so authorized for quotation.

            (q) Make all reasonable efforts to provide such information as is
required for any filings required to be made with the National Association of
Securities Dealers, Inc. ("NASD").

         SECTION 5. REGISTRATION EXPENSES. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company and the
Guarantor shall be borne by it whether or not any Registration Statement is
filed or becomes effective. The fees and expenses referred to in the foregoing
sentence shall include:

            (a) all registration, filing, securities exchange listing, rating
agency and New York Stock Exchange fees and expenses;

            (b) printing expenses (including, without limitation, printing
Prospectuses if the printing of Prospectuses is required by the managing
underwriters, if any, or by the Holders of a majority in interest of the
Registrable Securities);

            (c) messenger, copying, telephone and delivery expenses;

            (d) reasonable fees and disbursements of counsel for the Company and
the Guarantor;

            (e) fees and disbursements of all independent certified public
accountants referred to in Section 4(m)(iii) including, without limitation, the
expenses of any special audits or "cold comfort" letters required by Section
4(m)(iii);


                                      12.
<PAGE>
            (f) fees and expenses of all other persons retained by the Company
or the Guarantor;

            (g) all registration, filing, qualification and other fees and
expenses of complying with securities or blue sky laws of all jurisdictions in
which the Registrable Securities are to be registered and any legal fees and
expenses incurred in connection with the blue sky qualifications of the
Registrable Securities and the determination of their eligibility for investment
under the laws of all such jurisdictions; and

            (h) the reasonable fees and disbursements incurred by the Holders of
the Registrable Securities being registered (including, without limitation, the
reasonable fees and disbursements for one counsel or firm of counsel selected by
the Holders of a majority in interest of the Registrable Securities being
registered).

Notwithstanding anything in this Agreement to the contrary, the Holders shall be
responsible for all expenses customarily borne by selling securityholders
(including underwriting discounts, commissions and fees and expenses of counsel
to the selling Holders to the extent not required to be paid pursuant to clause
(h) above).

         SECTION 6. INDEMNIFICATION.

            (a) Each of the Company and the Guarantor agrees, jointly and
severally, to indemnify and hold harmless each Holder of Registrable Securities,
such Holder's affiliates, and their respective officers, directors, employees,
representatives and agents and each person, if any, who controls any Holder of
Registrable Securities within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, against any and all loss, liability,
claim or damage arising out of any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or the Prospectus (or
any amendment or supplement thereto), or the omission or alleged omission to
state therein any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim or damage arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company or the Guarantor by or on behalf of such Holder of Registrable
Securities (which also acknowledges the indemnity provisions herein) or any
person, if any, who controls any such Holder of Registrable Securities expressly
for use in the Registration Statement (or any amendment thereto), or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that this indemnity agreement shall not apply to
any loss, liability, claim or damage (i) arising from an offer or sale of
Registrable Securities occurring during any suspension of sales pursuant to
Section 2(d), (provided that the Company has given to the Holder notice of such
suspension prior to such offer or sale) or (ii) if the Holder fails to deliver
at or prior to the written confirmation of sale, the most recent Prospectus, as
amended or supplemented, and such Prospectus, as amended or supplemented, would
have corrected such untrue statement or omission or alleged untrue statement or
omission of a material fact (provided that the Company has delivered to such
Holder, or otherwise given notice to such Holder of the existence of, such most
recent Prospectus, as supplemented or amended). Any amounts advanced by the
Company or the

                                      13.
<PAGE>
Guarantor to an indemnified party pursuant to this Agreement shall be returned
to the Company or the Guarantor if it shall be finally determined in a judgment
by a court of competent jurisdiction not subject to appeal, that such
indemnified party was not entitled to indemnification.

            (b) In connection with the preparation of the Registration Statement
in which a Holder of Registrable Securities is participating in furnishing
information relating to such Holder of Registrable Securities to the Company or
the Guarantor for use in such Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto, each such
Holder agrees, severally and not jointly, to indemnify and hold harmless any
other Holders of Registrable Securities, the Company and the Guarantor, their
affiliates their respective officers, directors, employees representatives and
agents and each person, if any, who controls such other Holders, the Company or
the Guarantor within the meaning of either such Section, against any and all
loss, liability, claim or damage described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company or the Guarantor
by or on behalf of such Holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) or any person, if any, who
controls any such Holder of Registrable Securities expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

            (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the
reasonable 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 respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel), for the Holders of Registrable Securities, and
all persons, if any, who control the Holders of Registrable Securities within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, collectively (unless representation of all Holders and such
parties by the same counsel would be inappropriate due to actual or potential
differing interests between or among them), and (b) the fees and expenses of
more than one separate firm (in addition to any local counsel), for the Company
and the

                                      14.
<PAGE>
Guarantor and each person, if any, who controls the Company or the Guarantor
within the meaning of either such Section, and that all fees and expenses
payable under (a) and (b) above shall be reimbursed as they are incurred. In the
case of any such separate firm for the Holders of Registrable Securities, and
control persons of the Holders of Registrable Securities, such firm shall be
designated by the Required Holders and shall be reasonably acceptable to the
Company and the Guarantor. In the case of any such separate firm for the Company
and the Guarantor and control persons of the Company or the Guarantor, such firm
shall be reasonably acceptable to the Holders of a majority in interest of the
Registrable Securities. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent (which consent
shall not be unreasonably withheld or delayed), but if settled with such consent
or if there be a final non-appealable 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 parties (which
consent shall not be unreasonably withheld or delayed), settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party. No indemnified party shall, without the prior written consent
of the indemnifying party, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 (whether or not the indemnified parties are actual or
potential parties thereto).

            (d) If the indemnification to which an indemnified party is entitled
under this Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

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


                                      15.
<PAGE>
         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(d). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(d) shall be
deemed to include any out-of-pocket legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 6, no Holder shall be
required to indemnify or contribute any amount in excess of the amount by which
the total price at which Registrable Securities 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 to alleged
omission.

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

         The remedies provided in this Section 6 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.

         For purposes of this Section 6(d), each person, if any, who controls
any Holder of Registrable Securities within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Holder, and each person, if any, who controls the Company
or the Guarantor within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Company or the Guarantor, as the case may be. No party shall be liable for
contribution with respect to any action, suit, proceeding or claim settled,
compromised, or with respect to which the party requesting contribution
consented to the entry of a judgment, without such party's written consent,
which consent shall not be unreasonably withheld or delayed.

            (e) The Company and the Guarantor may require as a condition to
including the Registrable Securities in the Registration Statement, and to
entering into any underwriting agreement with respect thereto, that the Company
and the Guarantor shall have received an undertaking from the Holder and such
underwriter to comply with the provisions of this Section 6.

            (f) The agreements contained in this Section 6 shall survive the
transfer or sale of the Registrable Securities and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party.



         SECTION 7. INFORMATION REQUIREMENTS.


                                      16.
<PAGE>
            (a) Each of the Company and the Guarantor agree that, if at any time
before the end of the Effectiveness Period the Company or the Guarantor, as the
case may be, is not subject to the reporting requirements of the Exchange Act,
it will cooperate with any Holder of Registrable Securities and use reasonable
efforts to take such further reasonable action as any Holder of Registrable
Securities may reasonably request in writing to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 and Rule 144A under the
Securities Act (or any similar rule or regulation hereafter adopted by the SEC)
and customarily taken in connection with sales pursuant to such exemptions,
including, without limitation, making available adequate current public
information within the meaning of paragraph (c)(2) of Rule 144 and delivering
the information required by paragraph (d) of Rule 144A. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company or
the Guarantor to register any of its securities under any section of the
Exchange Act.

            (b) Each of the Company and the Guarantor shall file reports
required to be filed by it under the Exchange Act and the New York Stock
Exchange or any other securities exchanges or markets on which the Common Stock
is listed or quoted.

         SECTION 8. UNDERWRITTEN REGISTRATION. If any of the Registrable
Securities covered by the Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be investment bankers of
recognized national standing selected by the Required Holders, subject to the
consent of the Company and the Guarantor (which will not be unreasonably
withheld or delayed). No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Registrable
Securities on the basis reasonably provided in any underwriting arrangements
approved by the Required Holders; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up agreements and other documents reasonably required under the terms of
such underwriting arrangements. Notwithstanding any other provision of this
Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, the number of
shares that may be included in the underwriting shall be allocated on a pro rata
basis.

         SECTION 9. MISCELLANEOUS.

            (a) OTHER REGISTRATION RIGHTS. The Company and the Guarantor may in
the future grant registration rights that would permit any person that is a
third party the right to piggy-back on the Registration Statement; provided,
however, that if the managing underwriter, if any, of such offering notifies the
Holders that the total amount of Registrable Securities which they and the
holders of such piggy-back rights intend to include in the Registration
Statement is so large as to materially adversely affect the success of such
offering (including the price at which such securities can be sold), then only
the amount, the number or kind of securities offered for the account of holders
of such piggy-back rights will be reduced to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount, number
or kind recommended by the managing underwriter and the amount of Registrable
Securities to be included shall not be reduced.


                                      17.
<PAGE>
            (b) NO INCONSISTENT AGREEMENTS. Neither the Company nor the
Guarantor has entered or shall enter into any agreement that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's or the Guarantor's other issued and outstanding
securities under any such agreements.

            (c) NO ADVERSE ACTION AFFECTING THE REGISTRABLE SECURITIES. Neither
the Company nor the Guarantor will take any action with respect to the
Registrable Securities which would adversely affect the ability of any of the
Holders to include such Registrable Securities in a registration undertaken
pursuant to this Agreement.

            (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof,
may not be given, without the written consent of the Company and the Guarantor
and Holders of a majority in interest of Registrable Securities, provided,
however, that, for the purposes of this Agreement, Registrable Securities that
are owned, directly or indirectly, by either the Company, the Guarantor or an
Affiliate of the Company or the Guarantor are not deemed outstanding.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose Registrable Securities are being sold pursuant to the Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in interest of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement,
provided, however, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 9(d), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

            (e) NOTICES. All notices and other communications provided for
herein or permitted hereunder shall be made in writing by hand-delivery, courier
guaranteeing overnight delivery, certified first-class mail, return receipt
requested, or telecopy and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one Business Day
after being deposited with such courier, if made by overnight courier or (iv) on
the date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

                 (i) if to a Holder, to the address of such Holder as it appears
in the Notice and Questionnaire, or, if not so specified, in the Common Stock or
Notes register of the Company, as applicable. Failure to mail a notice or
communication to a Holder or any defect in such notice or communication shall
not affect its sufficiency with respect to other Holders.


                                      18.
<PAGE>
                 (ii) if to the Company or the Guarantor to:

                        AMERICA WEST HOLDINGS CORPORATION
                        111 West Rio Salado Parkway
                        Tempe, AZ 85281
                        Telephone No.  (480) 693-0800
                        Facsimile No.  (480) 693-5932
                        Attention:  Vice President and General Counsel

                        With a copy to:

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

                 (iii) If to an Initial Purchaser, to the address of such
Initial Purchaser set forth on Schedule I.

            (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of each existing and future Holder. Neither the Company nor the
Guarantor may assign its rights or obligations hereunder without the prior
written consent of the Holders of a majority in interest of the Registrable
Securities, other than by operation of law pursuant to a merger or consolidation
to which the Company or the Guarantor is a party.

            (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

            (h) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction, it being intended that all of the
rights and privileges of the parties shall be enforceable to the fullest extent
permitted by law.

            (i) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. All
references made in this Agreement to "Section" and "paragraph" refer to such
Section or paragraph of this Agreement, unless expressly stated otherwise.

            (j) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the

                                      19.
<PAGE>
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and the registration rights granted by the Company and
the Guarantor with respect to the Registrable Securities. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Company and the Guarantor with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and undertakings among the parties
solely with respect to such registration rights.

            (k) TERMINATION. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5 or 6 hereof.

            (l) SPECIFIC PERFORMANCE. The Company and the Guarantor agree that,
to the extent permitted by law, (i) the obligations imposed on them in this
Agreement are special, unique and of an extraordinary character, and that in the
event of a breach by the Company or the Guarantor would not be an adequate
remedy; and (ii) the Holders shall be entitled to specific performance and
injunctive and other equitable relief in addition to any other remedy to which
they may be entitled at law or in equity.


                                      20.
<PAGE>
                                   SCHEDULE I

                         Schedule of Initial Purchasers


                                      21.
<PAGE>
                   EXHIBIT A TO REGISTRATION RIGHTS AGREEMENT

                            Notice and Questionnaire


                                       22.