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                                    EXHIBIT 4.13                  EXECUTION COPY


                   Exchange and Registration Rights Agreement

                            Dated as of May 17, 2001

                                      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 2001-1G,

                              America West Airlines

                       Pass Through Trust, Series 2001-1C

                                       and

                              America West Airlines

                       Pass Through Trust, Series 2001-1D

                                       and

                           Salomon Smith Barney Inc.,

                         Deutsche Banc Alex. Brown Inc.,

                            Mizuho International plc,

                         Banc One Capital Markets, Inc.,

                       Tokyo-Mitsubishi International plc
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                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


               THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (the "Agreement")
is made and entered into as of May 17, 2001, 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), Salomon Smith Barney Inc., Deustche Banc Alex. Brown Inc.,
Mizuho International plc., Banc One Capital Markets, Inc. and Tokyo-Mitsubishi
International plc (collectively, the "Initial Purchasers").

               This Agreement is made pursuant to the Purchase Agreement dated
May 10, 2001 among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides that the Trustee will issue and sell $325,143,000
principal amount of the pass through certificates of the Class G Trust (as
defined below), $57,021,000 principal amount of the pass through certificates of
the Class C Trust (as defined below) and $45,000,000 principal amount of the
pass through certificates of the Class D Trust (as defined below) (the Class G
Trust, Class C Trust and the Class D 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.
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                                       2

               "Class C Trust" shall mean the America West Airlines Pass Through
Trust, Series 2001-1C.

               "Class D Trust" shall mean the America West Airlines Pass Through
Trust, Series 2001-1D.

               "Class G Trust" shall mean the America West Airlines Pass Through
Trust, Series 2001-1G.

               "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
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                                       3

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.

               "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.
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                                       4

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

               "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
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                                       5

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 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.
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                                       6

               "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.

               "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, the Class C Trust and the
Class D 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
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               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 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
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                                       8

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.

               (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
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                                       9

                              (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 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
<PAGE>   11
                                       10

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 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.
<PAGE>   12
                                       11

               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:

                              (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 this 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
<PAGE>   13
               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 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
<PAGE>   14
                                       13

               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 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;
<PAGE>   15
               provided, however, that such period shall not exceed the 180-day
               period specified in clause (D) below; and

                              (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
<PAGE>   16
                                       15

               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 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
<PAGE>   17
                                       16

                              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 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
<PAGE>   18
                                       17

               counsel or accountant retained by such Holders or underwriters,
               all financial and other records, pertinent corporate documents
               and properties of the Company reasonably 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
<PAGE>   20
                                       19

number of days during the period from and including the date of the giving of
such notice to and 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
<PAGE>   21
                                       20


agreement with respect to any preliminary Prospectus shall not inure to the
benefit of any Person 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
<PAGE>   22
                                       21

liable for any settlement of any proceeding effected without its written consent
but, if settled 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.
<PAGE>   23
                                       22

               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, (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
<PAGE>   24
                                       23

such amendment, modification, supplement, waiver or departure; provided,
however, that no amendment, modification, supplement or waiver or consent to any
departure from the provisions 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
                                       25

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

                                        AMERICA WEST AIRLINES, INC.


                                        By:  /s/ Thomas T. Weir
                                             ----------------------------------
                                             Name:  Thomas T. Weir
                                             Title:  Vice President

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


                                        By:  /s/ W. Chris Sponenberg
                                             ----------------------------------
                                             Name:  W. Chris Sponenberg
                                             Title:  Assistant Vice President

Confirmed and accepted as of
the date first above written:

SALOMON SMITH BARNEY INC.,
DEUTSCHE BANC ALEX. BROWN INC.,
MIZUHO INTERNATIONAL PLC,
BANC ONE CAPITAL MARKETS, INC.,
TOKYO-MITSUBISHI INTERNATIONAL PLC


By:      SALOMON SMITH BARNEY INC.

         By:    /s/ Roy Chandran
            --------------------------
                Name:  Roy Chandran
                Title:  Director