(CONFIDENTIALITY REQUESTED)

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


                      AIRFRAME AND ENGINE PRICE ADJUSTMENT

                                     between

                               THE BOEING COMPANY

                                       and

                         WESTERN PACIFIC AIRLINES, INC.





                   Exhibit D to Purchase Agreement Number 1947




P.A. No. 1947                           D
K/WPA

<PAGE>


Exhibit D
Page 1



                             PRICE ADJUSTMENT DUE TO
                              ECONOMIC FLUCTUATIONS
                            AIRFRAME PRICE ADJUSTMENT
                                (1995 Base Price)


1.       Formula.

         The  Airframe  Price  Adjustment  will  be  determined  at the  time of
Aircraft delivery in accordance with the following formula:

         Pa = (P)(L + M - 1)

         Where:

         Pa = Airframe Price Adjustment.

         L =      .65 x  ECI
                        -----
                        130.1

         M =      .35 x  ICI
                        -----
                        123.6

         P        = Aircraft  Basic  Price (as set forth in Article  3.2 of this
                  Agreement)  less the base price of Engines (as defined in this
                  Exhibit D) in the amount of [XXXXXXXX].

   ECI =          A value  using  the  "Employment  Cost  Index for  workers  in
                  aerospace  manufacturing"  (aircraft  manufacturing,  standard
                  industrial classification code 3721, compensation,  base month
                  and year June 1989 = 100),  as released by the Bureau of Labor
                  Statistics,  U.S. Department of Labor on a quarterly basis for
                  the months of March, June, September and December,  calculated
                  as follows: A three-month  arithmetic average value (expressed
                  as a  decimal  and  rounded  to the  nearest  tenth)  will  be
                  determined  using the months set forth in the table  below for
                  the applicable  Aircraft,  with the released  Employment  Cost
                  Index value  described above for the month of March also being
                  used for the months of  January  and  February;  the value for
                  June also used for April and May; the value for September also
                  used for July and August; and the value for December also used
                  for October and November.

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

<PAGE>

Exhibit D
Page 2


   ICI =          The  three-month  arithmetic  average of the released  monthly
                  values for the  Industrial  Commodities  Index as set forth in
                  the  "Producer  Prices and Price Index" (Base Year 1982 = 100)
                  as released by the Bureau of Labor Statistics, U.S. Department
                  of Labor  values  (expressed  as a decimal  and rounded to the
                  nearest tenth) for the months set forth in the table below for
                  the applicable Aircraft.

         In  determining  the value of L, the ratio of ECI divided by 130.1 will
be  expressed  as a  decimal  rounded  to the  nearest  ten-thousandth  and then
multiplied  by .65 with the  resulting  value also  expressed  as a decimal  and
rounded to the nearest ten-thousandth.

         In  determining  the value of M, the ratio of ICI divided by 123.6 will
be  expressed  as a  decimal  rounded  to the  nearest  ten-thousandth  and then
multiplied  by .35 with the  resulting  value also  expressed  as a decimal  and
rounded to the nearest ten-thousandth.

                               Months to be Utilized
Month of Scheduled              in Determining the
Aircraft Delivery               Value of ECI and ICI

January                         June  B, July  B, Aug.  B
February                        July  B, Aug.  B, Sept. B
March                           Aug.  B, Sept. B, Oct.  B
April                           Sept. B, Oct.  B, Nov.  B
May                             Oct.  B, Nov.  B, Dec.  B
June                            Nov.  B, Dec.  B, Jan.  D
July                            Dec.  B, Jan.  D, Feb.  D
August                          Jan.  D, Feb.  D, Mar.  D
September                       Feb.  D, Mar.  D, Apr.  D
October                         Mar.  D, Apr.  D, May   D
November                        Apr.  D, May   D, June  D
December                        May   D, June  D, July  D

The following definitions of B and D will apply:

                  B          = The  calendar  year  before the year in which the
                             scheduled month of delivery as set forth in Article
                             2.1 occurs.

                  D          = The  calendar  year  during  which the  scheduled
                             month  of  delivery  as set  forth in  Article  2.1
                             occurs.


P.A. No. 1947                          D-2
K/WPA

<PAGE>

Exhibit D
Page 3


2. If at the time of delivery of an Aircraft  Boeing is unable to determine  the
Airframe Price Adjustment  because the applicable values to be used to determine
the ECI and ICI have not been released by the Bureau of Labor Statistics, then:

         2.1 The Airframe Price  Adjustment,  to be used at the time of delivery
of  each of the  Aircraft,  will  be  determined  by  utilizing  the  escalation
provisions  set  forth  above.  The  values  released  by the  Bureau  of  Labor
Statistics and available to Boeing 30 days prior to scheduled  Aircraft delivery
will be used to  determine  the ECI and ICI  values  for the  applicable  months
(including  those noted as  preliminary  by the Bureau of Labor  Statistics)  to
calculate the Airframe Price Adjustment.  If no values have been released for an
applicable month, the provisions set forth in Paragraph 2.2 below will apply. If
prior to delivery of an Aircraft the U.S.  Department  of Labor changes the base
year for  determination of the ECI or ICI values as defined above,  such rebased
values will be incorporated in the Airframe Price  Adjustment  calculation.  The
payment  by Buyer  to  Boeing  of the  amount  of the  Purchase  Price  for such
Aircraft,  as determined at the time of Aircraft delivery,  will be deemed to be
the payment for such Aircraft required at the delivery thereof.

         2.2 If prior to delivery of an Aircraft  the U.S.  Department  of Labor
substantially  revises the methodology used for the  determination of the values
to be  used to  determine  the ECI and ICI  values  (in  contrast  to  benchmark
adjustments or other  corrections  of previously  released  values),  or for any
reason has not released  values  needed to  determine  the  applicable  Aircraft
Airframe  Price  Adjustment,  the  parties  will,  prior to delivery of any such
Aircraft,  select a substitute for such values from data published by the Bureau
of Labor  Statistics or other similar data reported by  non-governmental  United
States  organizations,  such  substitute  to lead  in  application  to the  same
adjustment  result,  insofar  as  possible,  as  would  have  been  achieved  by
continuing the use of the original values as they may have fluctuated during the
applicable  time  period.  Appropriate  revision of the formula  will be made as
required to reflect any  substitute  values.  However,  if within 24 months from
delivery of the Aircraft the Bureau of Labor Statistics  should resume releasing
values for the months needed to determine the Airframe  Price  Adjustment,  such
values will be used to determine any increase or decrease in the Airframe  Price
Adjustment for the Aircraft from that determined at the time of delivery of such
Aircraft.  Boeing will  provide  Buyer a  supplemental  invoice to reflect  such
increase in the Airframe Price  Adjustment or a  supplemental  credit invoice to
reflect such decrease in the Airframe Price Adjustment.


P.A. No. 1947                          D-3
K/WPA

<PAGE>

Exhibit D
Page 4


         2.3 In the event  escalation  provisions  are made  non-enforceable  or
otherwise  rendered null and void by any agency of the United States Government,
the parties  agree,  to the extent they may lawfully do so, to equitably  adjust
the  Purchase  Price of any  affected  Aircraft  to  reflect  an  allowance  for
increases or decreases in labor  compensation and material costs occurring since
February,  1995, which is consistent with the applicable provisions of paragraph
1 of this Exhibit D.

3. For the  calculations  herein,  the  values  released  by the Bureau of Labor
Statistics and available to Boeing 30 days prior to scheduled  Aircraft delivery
will be used to  determine  the ECI and ICI  values  for the  applicable  months
(including  those noted as  preliminary  by the Bureau of Labor  Statistics)  to
calculate the Airframe Price Adjustment.

Note:             Any  rounding of a number,  as required  under this  Exhibit D
                  with  respect to  escalation  of the airframe  price,  will be
                  accomplished as follows:  if the first digit of the portion to
                  be dropped  from the number to be rounded is five or  greater,
                  the preceding digit will be raised to the next higher number.


P.A. No. 1947                          D-4
K/WPA



<PAGE>


Exhibit D
Page 5


                ENGINE PRICE ADJUSTMENT - CFM INTERNATIONAL, INC.
                                (1995 BASE PRICE)


(a) The  Aircraft  Basic Price of each  Aircraft  set forth in Article 3 of this
Agreement   includes  an  aggregate   price  for  CFM56-3C-1   engines  and  all
accessories,  equipment and parts therefor  provided by the engine  manufacturer
(collectively  in this Exhibit D called  "Engines") of [XXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]. The adjustment
in Engine price applicable to each Aircraft ("Engine Price  Adjustment"  herein)
will be  determined  at the time of  Aircraft  delivery in  accordance  with the
following formula:

                  D1  =       (Pb x  CPI  ) - Pb
                                    ------
                                    138.27

(b)  The following definitions will apply herein:

                  D1  =       Engine Price Adjustment

                  Pb          =  Aggregate  Engine  Base  Price as set  forth in
                              Paragraph (a) above.

                  CPI         = The  Composite  Price  Index  as  determined  in
                              accordance  with the formula set forth below.  The
                              Index  values  referred  to  below,  to be used in
                              determining  the CPI,  will be for the ninth month
                              prior to the month of scheduled Aircraft delivery.
                              Such Index  values  will be those  prepared by the
                              Bureau of Labor Statistics, U.S.
                              Department of Labor.

                              CPI =        L + M1 + M2 + M3

                              L   =        The Labor  Index for such  month will
                                           be  the  quotient,   expressed  as  a
                                           decimal  and  rounded to the  nearest
                                           thousandth,  of the "Hourly  Earnings
                                           of Aircraft  Engines and Engine Parts
                                           Production  Workers"  SIC  3724,  for
                                           such month divided by [XXXXXXXXXXXXXX
                                           XXXXXXXXXXXXXXXXXXXXXXXXXXXX].   Such
                                           quotient  will be  multiplied  by 100
                                           and then by fifty-five  percent (55%)
                                           with  the  value  resulting  from the
                                           latter multiplication  expressed as a
                                           decimal  and  rounded to the  nearest
                                           hundredth.


P.A. No. 1947                          D-5
K/WPA

<PAGE>

Exhibit D
Page 6

                              M1           = The  Industrial  Commodities  Index
                                           for such  month  will be equal to ten
                                           percent  (10%) of the Producer  Price
                                           Index for "all commodities other than
                                           Farm and  Foods,"  Code  3-15,  (Base
                                           Year  1982 =  100)  for  such  month,
                                           expressed as a decimal and rounded to
                                           the nearest hundredth.

                              M2           = The Metals and Metal Products Index
                                           for  such  month  will  be  equal  to
                                           twenty-five   percent  (25%)  of  the
                                           Producer  Price Index for "Metals and
                                           Metal  Products," Code 10, (Base Year
                                           1982 = 100) for such month  expressed
                                           as  a  decimal  and  rounded  to  the
                                           nearest hundredth.

                              M3           = The Fuel  Index for such month will
                                           be equal to ten percent  (10%) of the
                                           Producer  Price  Index  for "Fuel and
                                           Related  Products and Power," Code 5,
                                           (Base Year 1982 = 100) for such month
                                           expressed as a decimal and rounded to
                                           the nearest hundredth.

         138.27  =          Composite Price Index for October, 1994.

The factor (CPI divided by 138.27) by which the  Aggregate  Engine Base Price is
to be  multiplied  will be  expressed  as a decimal  and  rounded to the nearest
thousandth.

The Engine Price Adjustment will not be made if it would result in a decrease in
the aggregate Engine base price.

(c) The values of the Average Hourly Earnings and Producer Price Indices used in
determining the Engine Price Adjustment will be those published by the Bureau of
Labor  Statistics,  U.S.  Department  of Labor as of a date 30 days prior to the
scheduled  Aircraft  delivery to Buyer. Such values will be considered final and
no  Engine  Price  Adjustment  will  be made  after  Aircraft  delivery  for any
subsequent changes in published Index values.

(d)  If  the  U.S.   Department  of  Labor,   Bureau  of  Labor  Statistics  (i)
substantially  revises the methodology (in contrast to benchmark  adjustments or
other corrections of previously published data) or (ii) discontinues publication
of any of the data  referred to above,  CFMI agrees to meet  jointly with Boeing
and Buyer to jointly select a substitute for the revised or  discontinued  data;
such substitute data to lead in application to

P.A. No. 1947                          D-6
K/WPA



<PAGE>


Exhibit D
Page 7

the same adjustment result,  insofar as possible, as would have been achieved by
continuing  the use of the original  data as it may have  fluctuated  had it not
been revised or discontinued.

Appropriate  revision of the Engine Price Adjustment  provisions set forth above
will be made to accomplish this result for the affected Engines.

In the event the Engine price escalation  provisions are made non-enforceable or
otherwise  rendered null and void by any agency of the United States Government,
CFMI agrees to meet with Boeing and Buyer to jointly  agree,  to the extent such
parties  may  lawfully  do so, to adjust  equitably  the  purchase  price of any
affected Engine(s) to reflect an allowance for increases in labor,  material and
fuel costs that have  occurred  from the  period  represented  by the CPI to the
ninth  month  preceding  the  month  of  scheduled  delivery  of the  applicable
aircraft.

NOTE:        Any  rounding of a number,  as required  under this  Exhibit D with
             respect to escalation of the Engine price,  will be accomplished as
             follows:  if the first digit of the portion to be dropped  from the
             number to be rounded is five or greater,  the preceding  digit will
             be raised to the next higher number.


P.A. No. 1947                          D-7
K/WPA



<PAGE>