6-1162-JDR-394


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


Subject:          Letter Agreement No. 6-1162-JDR-394 to
                  Purchase Agreement No. 1947 -
                  Certain Contractual 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.

1.       Credit Memoranda.

         1.1      Aircraft Credit - Aircraft.  In  consideration of the purchase
of the Aircraft,  Boeing will issue a credit memorandum for each Aircraft at the
time of delivery in an amount  determined by multiplying the Base Aircraft Price
(which is  exclusive of the value of change  requests,  other  special  features
purchased by master  change and SPE or BFE),  escalated  utilizing  the adjusted
escalation  calculation  pursuant to Letter Agreement  6-1162-JDR-396 in lieu of
the  escalation  provisions  set forth in Exhibit D,  times an  aircraft  credit
factor of [XXX].

         1.2      Application of Credit Memoranda.  Such credit memoranda may be
utilized  by Buyer for the  purchase  of Boeing  proprietary  spare  parts,  CFM
International (CFMI) proprietary spare engines and engine parts, other Boeing or
CFMI goods and services or applied  against the balance of the purchase price of
the  Aircraft  for  which  such  credit is  issued,  but may not be used for the
purchase of other  aircraft or  application  against  advance  payments  for any
Aircraft.

         1.3      Special Credit.  In  consideration  of Buyer's purchase of the
Aircraft,  Boeing will issue a Special Credit  Memorandum to Buyer in the amount
of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]

P.A. No. 1947
K/WPA


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Western Pacific Airlines, Inc.
6-1162-JDR-394   Page 2



per Aircraft upon execution of the Agreement. If Buyer fails to purchase or take
delivery as operator  lessee of any  Aircraft,  then Boeing shall be entitled to
withhold the sum of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] plus interest from
advance  payments  Boeing has  received  with  respect to each such  undelivered
Aircraft.  The interest  rate for  calculation  of such interest is the Citibank
base rate in effect from time to time during the period between execution of the
Agreement and the scheduled delivery month of such Aircraft.

         1.4      Application of Special Credit  Memoranda.  Such Special Credit
Memoranda may be utilized by Buyer for the purchase of Boeing  proprietary spare
parts, CFM International  (CFMI) proprietary spare parts or other Boeing or CFMI
goods and services,  including the purchase of additional  operational weight or
thrust,  but may not be used for the purchase of other  aircraft or  application
against advance payments for any Aircraft.

2.       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 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



P.A. No. 1947
K/WPA

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Western Pacific Airlines, Inc.
6-1162-JDR-394   Page 3


WESTERN PACIFIC AIRLINES, INC.



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


P.A. No. 1947
K/WPA


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