6-1162-JDR-395
                                                   (C0NFIDENTIALITY REQUESTED)

CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-21 AS
INDICATED BY "(XXX)"

Western Pacific Airlines, Inc.
2864 South Circle Drive
Suite 1100
Colorado Springs, CO  80906


Subject:          Letter Agreement No. 6-1162-JDR-395 to
                  Purchase Agreement No. 1947 --
                  Advance Payment Matters


This Letter Agreement  amends Purchase  Agreement No. 1947 dated as of even date
herewith (the Agreement) between The Boeing Company (Boeing) and Western Pacific
Airlines, Inc. (Buyer) relating to Model 737-300 aircraft (the Aircraft).

All terms used herein and in the Agreement,  and not defined  herein,  will have
the same meaning as in the Agreement.

Notwithstanding  the Advance  Payment  Schedule  set forth in Article 5.1 of the
Agreement,  Boeing  and Buyer  hereby  agree to an  alternate  schedule  for the
advance payments as follows:

1.       Advance Payment Schedule.

         1.1      Buyer will pay to Boeing advance  payments for all Aircraft in
accordance with the following schedule:

                   Payment Date                               Payment Amount
                   ------------                               --------------
                  April 26, 1996                              [XXXXXXXX]

                  September 20, 1996                          [XXXXXXXX]

                  October 4, 1996                             [XXXXXXXX]

                  November 15, 1996                           [XXXXXXXX]

                  February 15, 1997                           [XXXXXXXX]

         1.2      Additional advance payment amounts customarily payable under
article 5.1 of the Agreement will be [XXXXXXX] as set out in this Letter 
Agreement and subject to paragraph 2 below. [XXXXXXX] advance payments are 
amounts that would be payable under Article 5.1 but which are paid [XXXXX]
by agreement of the parties.

P.A. No. 1947                                                               SA-1
K/WPA



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Western Pacific Airlines, Inc.
6-1162-JDR-395   Page 2


         1.3      Advance payments will be applied to the Aircraft Price payable
upon delivery of an Aircraft (other than the sixth Aircraft) only to the extent
that advance payments made exceed [XXXXXXXXXXXXXXXXX] of the aggregate Advance
Payment Base Prices of all undelivered Aircraft.  Advance payments equal to no 
more than [XXXXXXXXXXXXXXXXX] of the Advance Payment Base Price of an Aircraft
will be applied to the Aircraft Price at delivery of each of the first [XXXX]
Aircraft.  Following delivery of the [XXXXX] Aircraft, all remaining advance 
payments will be applied to the [XXXXX] Aircraft unless otherwise directed by 
Buyer and agreed to by Boeing.

         1.4      If Buyer fails to make the advance payment due on October 4,
1996, the Agreement will be revised to (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXX] (ii) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and (iii) revise the advance payment schedule
defined in paragraph 1.1 above.  Such revised advance payment schedule will be 
established by Boeing, at Boeing's sole discretion, not to exceed the 
requirements of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXX].

         1.5      If Buyer fails to make the advance payment due on November 15,
1996, (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and
(ii) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]. Such
revised advance payment schedule will be established by Boeing, at Boeing's
sole discretion, not to exceed the requirements of Article 5.1 of the Agreement.

         1.6      If Buyer fails to make the advance payment due on February 15,
1996, (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and (ii) [XXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX].  Such revised advance payment
schedule will be established by Boeing, at Boeing's sole discretion, not to 
exceed the requirements of [XXXXXXXXXXXXXXXXXXXXXXXXXXXX].

2.       Payment of Interest on Deferred Advance Payments.

         Buyer agrees to pay to Boeing  interest as calculated on the difference
between (i) advance  payment amounts that would have been paid under Article 5.1
of the  Agreement  had this  Letter  Agreement  not been  made and (ii)  advance
payment amounts paid

P.A. No. 1947                                                               SA-1
K/WPA



<PAGE>


Western Pacific Airlines, Inc.
6-1162-JDR-395   Page 3



under the advance payment  schedule set forth in paragraph 1.1 above, as amended
by paragraphs 1.4, 1.5 and/or 1.6 above or any substitute  schedule (such as the
schedule  set  forth in  Attachment  A to this  Letter  Agreement)  which may be
established for the Aircraft. Interest will be paid on deferred advance payments
commencing on September 20, 1996. Buyer will pay such interest  quarterly on the
first  business  day of the quarter  with the initial  payment due on January 2,
1997.  Such interest  will accrue at a  fluctuating  rate per annum equal to the
rate of interest  publicly  announced by Citibank,  N. A. New York,  New York as
their base rate plus [X] percent, compounded monthly.

Boeing will submit to Buyer, not less than fifteen (15) days prior to the end of
each quarter, an invoice for interest accrued during each such quarter.

3.       Assignment.

         In the event Buyer enters into a  predelivery  assignment of its rights
and obligations  under Article 10 of the Agreement to a third party,  such third
party may make advance payments either in accordance with the schedule set forth
in Attachment A hereto, or in accordance with Article 5.1 of the Agreement.

Boeing's  consent to any such  assignment  is subject to (i)  receipt of payment
bringing advance payments current under the selected  schedule,  (ii) payment of
interest at the rate set out in  paragraph  2 above on payments  made later than
required  under the  selected  schedule and (iii)  payment of any interest  owed
under paragraph 2 at the time of such assignment.

4.       Confidentiality.

         Buyer  understands  that certain  commercial and financial  information
contained in this Letter  Agreement are  considered  by Boeing as  confidential.
Buyer  agrees  that it will  treat this  Letter  Agreement  and the  information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information

P.A. No. 1947                                                               SA-1
K/WPA



<PAGE>


Western Pacific Airlines, Inc.
6-1162-JDR-395   Page 4



contained  herein to any other  person or entity,  except as  provided in Letter
Agreement 1947-1.

Very truly yours,

THE BOEING COMPANY



By
  ---------------------------
Its  Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:                    , 1996


WESTERN PACIFIC AIRLINES, INC.



By
  -----------------------------
Its



Attachment


P.A. No. 1947                                                               SA-1
K/WPA



<PAGE>


Attachment A to
Letter Agreement 6-1162-JDR-395
Page 1




                       ALTERNATE ADVANCE PAYMENT SCHEDULE
                                737-300 AIRCRAFT

                                              Amount Due Per Aircraft
                                              (Percentage of Advance
Due Date of Payment                              Payment Base Price)
-------------------                           ------------------------

Upon signing the Agreement                               1.0% (less the Deposit)

24 months prior to the first                             2.0%
day of the scheduled delivery
month of such Aircraft

21 months prior to the first                             2.5%
day of the scheduled delivery
month of such Aircraft

18 months prior to the first                             2.5%
day of the scheduled delivery
month of such Aircraft

12 months prior to the first                             2.5%
day of the scheduled delivery
month of such Aircraft

9 months prior to the first                              2.5%
day of the scheduled delivery
month of such Aircraft

6 months prior to the first                              2.0%
day of the scheduled delivery
month of such Aircraft

                  Total                                 15.0%



P.A. No. 1947                                                               SA-1
K/WPA


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