Exhibit 4.15 REFUNDING AGREEMENT [GPA 1989 BN-11] Dated as of June ___, 1997

Exhibit 4.15

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REFUNDING AGREEMENT
[GPA 1989 BN-11]

Dated as of June ___, 1997

among

AMERICA WEST AIRLINES, INC.,
as Lessee

GPA LEASING USA SUB I, INC.,
as Original Head Lessee

GPA GROUP plc,
as Parent Guarantor

WILMINGTON TRUST COMPANY,
not in its individual capacity
except as expressly provided herein
but solely as Owner Trustee

FLEET NATIONAL BANK,
not in its individual capacity
except as expressly provided herein
but solely as Pass Through Trustee under each of the
Pass Through Trust Agreements

[_______________________],
as Owner Participant

FLEET NATIONAL BANK,
as Subordination Agent

and

THE CHASE MANHATTAN BANK,
not in its individual capacity
except as expressly provided herein
but solely as Indenture Trustee

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Secured Equipment Notes Covering
One Airbus A320-231 Aircraft
Manufacturer's Serial ▇▇. ▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇
Leased by America West Airlines, Inc.

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TABLE OF CONTENTS

PAGE
----

SECTION 1. Purchase of Equipment Notes; Refunding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SECTION 2. Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 3. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 5. Amendment and Restatement of the Original
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 6. Amendment and Restatement of the Original Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 7. Termination of the Participation Agreement;
Termination of Sublease, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 8. Representations and Warranties of the Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 9. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 10. Transfer of Owner Participant's Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 11. Re-Registration of the Aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 12. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 13. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 14. Certain Additional Provisions Relating to
Original Head Lessee, Parent Guarantor, Trust
Company, Owner Trustee and Owner Participant . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 15. Certain Retained Rights and Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 16. Certain Additional Obligations of the Lessee,
the Owner Trustee, the Owner Participant and
the Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 17. Lessee Protection of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 18. Jurisdictional and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 19. Limitation on Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

SECTION 20. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

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Page
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SECTION 21. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

SECTION 22. Reliance of Liquidity Provider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 23. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 24. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

SECTION 25. Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Schedules
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Schedule I Pass Through Trust Agreements
Schedule II Equipment Notes, Pass Through Trusts and Purchase Price
Schedule III Holders of Equipment Notes - Payment Instructions

Exhibits
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Exhibit A Form of Transferee's Parent Guarantee
Exhibit B Form of Assignment and Assumption Agreement
Exhibit C List of Countries
Exhibit D Form of Insurance Broker's Report

Annex
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Annex A FAA Documents

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REFUNDING AGREEMENT
[GPA 1989 BN-11]

REFUNDING AGREEMENT [GPA 1989 BN-11] (this "Agreement"), dated
as of June ___, 1997, among (i) AMERICA WEST AIRLINES, INC., a Delaware
corporation (the "Lessee"), (ii) GPA LEASING USA SUB I, INC., a Connecticut
corporation (the "Original Head Lessee"), (iii) GPA GROUP plc, an Irish public
limited company (the "Parent Guarantor"), (iv) [____________________] (the
"Owner Participant"), (v) WILMINGTON TRUST COMPANY, a Delaware banking
corporation (the "Trust Company"), not in its individual capacity except as
otherwise expressly provided herein, but solely as owner trustee (the "Owner
Trustee") under the Trust Agreement (as defined below), (vi) FLEET NATIONAL
BANK, a national banking association, not in its individual capacity except as
otherwise expressly provided herein, but solely as pass through trustee (in
such capacity, the "Pass Through Trustee") under each of the four separate Pass
Through Trust Agreements (as defined below), (vii) FLEET NATIONAL BANK, not in
its individual capacity, but solely as subordination agent and trustee (in such
capacity, the "Subordination Agent") under the Intercreditor Agreement (as
defined below), and (viii) THE CHASE MANHATTAN BANK (formerly known as Chemical
Bank, successor by merger to Manufacturers Hanover Trust Company), a New York
corporation, not in its individual capacity except as otherwise expressly
provided herein, but solely as Indenture Trustee (the "Indenture Trustee")
under the Indenture (as defined below).

Except as otherwise defined in this Agreement, the terms used
herein in capitalized form shall have the meanings attributed thereto in the
Indenture (whether set forth therein or by reference to another document) as if
the Restatement Date had occurred.

W I T N E S S E T H:

WHEREAS, the Original Head Lessee, the Parent Guarantor, the
Owner Participant, Manufacturers Hanover Trust Company and The Mitsubishi Trust
and Banking Corporation Grand Cayman Branch, as Lenders (the "Lenders"), the
Owner Trustee and the Indenture Trustee are parties to the Participation
Agreement [GPA 1989 BN-11], dated as of December 19, 1989 (the "Participation
Agreement"), providing for the financing of one Airbus A320-231 aircraft (the
"Aircraft");

WHEREAS, concurrently with the execution and delivery of the
Participation Agreement, the Owner Trustee and the Indenture Trustee entered
into the Trust Indenture and Security Agreement [GPA 1989 BN-11], dated as of
December 19, 1989, as supplemented by Trust Indenture Supplement No. 1, dated
December 29, 1989 (as so supplemented or otherwise modified to the date hereof,
the "Original Indenture"), pursuant to which the Owner
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Trustee issued loan certificates substantially in the form set forth in Section
2.02 thereof (the "Original Certificates") to the Lenders as evidence of the
indebtedness then being made by the Owner Trustee to finance a portion of the
purchase price of the Aircraft;

WHEREAS, concurrently with the execution and delivery of the
Participation Agreement, the Owner Trustee and the Original Head Lessee entered
into the Aircraft Lease Agreement [GPA 1989 BN-11], dated as of December 19,
1989, as supplemented by Lease Supplement [GPA 1989 BN-11] No. 1 dated December
29, 1989 and as further supplemented by Lease Supplement [GPA 1989 BN-11] No. 2
dated January 5, 1995 (as so supplemented, the "Original Lease"), whereby,
subject to the terms and conditions set forth therein, the Owner Trustee agreed
to lease to the Original Head Lessee, and the Original Head Lessee agreed to
lease from the Owner Trustee, the Aircraft commencing on the Delivery Date (as
therein defined);

WHEREAS, concurrently with the execution and delivery of the
Participation Agreement, the Parent Guarantor entered into the Parent Head
Lease Guaranty [GPA 1989 BN-11] dated as of December 19, 1989 (the "Parent Head
Lease Guaranty") for the benefit of the Owner Trustee pursuant to which the
Parent Guarantor guaranteed all of the obligations of the Original Head Lessee
under the Operative Documents (as defined in the Participation Agreement);

WHEREAS, the Owner Participant and the Trust Company are
parties to the Trust Agreement [GPA 1989 BN- 11], dated as of December 19,
1989, as supplemented by Trust Agreement Supplement [GPA 1989 BN-11] No. 1
dated December 29, 1989 (as amended, supplemented or otherwise modified to the
date hereof, the "Original Trust Agreement"), pursuant to which the Owner
Trustee agreed, among other things, to hold the Trust Estate defined in Section
1.1 thereof for the benefit of the Owner Participant thereunder;

WHEREAS, the Owner Participant and the Original Head Lessee
are parties to the Head Lease Tax Indemnification Agreement [GPA 1989 BN-11],
dated as of December 19, 1989 (as amended, supplemented or otherwise modified
to the date hereof, the "Head Lease TIA");

WHEREAS, concurrently with the execution and delivery of the
Participation Agreement, the Original Head Lessee in its capacity as sublessor
(in such capacity, the "Sublessor") and America West Airlines, Inc. in its
capacity as sublessee (in such capacity, the "Sublessee") entered into the
Aircraft Sublease Agreement [GPA 1989 BN-11] dated as of September 21, 1990, as
supplemented by Sublease Supplement No. 1 dated September 28, 1990 and as
amended by Amendment No. 1 to Aircraft Sublease

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Agreement [GPA 1989 BN-11] dated as of June 25, 1991, and as further amended by
Amendment No. 2 to Aircraft Sublease Agreement [GPA 1989 BN-11] dated as of
August 26, 1991 (as amended, supplemented or otherwise modified to the date
hereof, the "Sublease"), whereby, subject to the terms and conditions set forth
therein, the Sublessor agreed to sublease to the Sublessee, and the Sublessee
agreed to sublease from the Sublessor, the Aircraft commencing on the Delivery
Date (as defined therein);

WHEREAS, concurrently with the execution and delivery of the
Sublease, the Parent Guarantor entered into the GPAG Sublease Guaranty dated as
of September 21, 1990 (as amended, modified or otherwise supplemented to the
date hereof, the "Sublease Guaranty") for the benefit of the Sublessee pursuant
to which the Parent Guarantor guaranteed the obligations of the Original Head
Lessee under Section 21(f) of the Sublease;

WHEREAS, concurrently with the execution and delivery of the
Sublease, the Original Head Lessee and the Sublessee entered into the Sublease
Tax Indemnification Agreement [GPA 1989 BN-11], dated as of September 21, 1990
(as amended, modified or otherwise supplemented to the date hereof, the
"Sublease TIA");

WHEREAS, concurrently with the execution and delivery of the
Sublease, the Sublessor and the Owner Trustee entered into the Assignment of
Sublease and Sublessee Consent and Agreement [GPA 1989 BN-11] dated as of
September 21, 1990 (as amended, modified or otherwise supplemented to the date
hereof, the "Assignment of Sublease");

WHEREAS, at the Closing (as defined below), the Owner Trustee
and the Indenture Trustee will amend and restate the Original Indenture as the
First Amended and Restated Trust Indenture and Security Agreement [GPA 1989 BN-
11], dated as of the Restatement Date (the "First Amended and Restated
Indenture" and, the First Amended and Restated Indenture as so amended and
restated, the "Indenture"), under which Indenture the Owner Trustee will issue
secured equipment notes substantially in the form set forth in Section 2.01
thereof (the "Equipment Notes") in four series, the proceeds from the issuance
and sale of which will be applied in part to the prepayment in full of the
Original Certificates;

WHEREAS, at the Closing, the Owner Trustee, the Original Head
Lessee, the Sublessee and the Indenture Trustee will enter into Assignment and
Amendment No. 1 and Sublease Termination Agreement dated as of the Restatement
Date ("Lease Amendment No. 1") containing assignments, modifications and
terminations necessary to give effect to the transactions described herein and
providing, inter alia, for the amendment and restatement in its entirety of the
Original Lease as the Amended and Restated Lease (as so amended and restated,
the "Lease");

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WHEREAS, at the Closing, the Owner Participant and the Owner
Trustee will enter into Trust Agreement Supplement [GPA 1989 BN-11] ▇▇. ▇
("▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇"), amending the Original Trust Agreement (as so
amended and as further amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof and hereof, the "Trust Agreement");

WHEREAS, at the Closing, the Owner Participant and the
Original Head Lessee will enter into the Amended and Restated Head Lease Tax
Indemnification Agreement, amending and restating the Head Lease TIA (as so
amended and restated, the "Amended and Restated Head Lease TIA") and the
Sublessor and the Sublessee will enter into the Amended and Restated Sublease
Tax Indemnification Agreement, amending and restating the Sublease TIA (as so
amended and restated, the "Amended and Restated Sublease TIA");

WHEREAS, pursuant to the Pass Through Trust Agreement and each
of the Pass Through Trust Supplements set forth in Schedule I hereto
(collectively, the "Pass Through Trust Agreements"), on the Restatement Date,
four separate grantor trusts (collectively, the "Pass Through Trusts" and,
individually, a "Pass Through Trust") will be created to facilitate certain of
the transactions contemplated hereby, including, without limitation, the
issuance and sale by each Pass Through Trust of pass through certificates
pursuant thereto (collectively, the "Certificates");

WHEREAS, the proceeds from the issuance and sale of the
Certificates by each Pass Through Trust will be applied by the Pass Through
Trustee at the Closing to purchase from the Owner Trustee, on behalf of each
Pass Through Trust, all of the Equipment Notes bearing the same interest rate
as the Certificates issued by such Pass Through Trust;

WHEREAS, at the Closing, (i) Kredietbank N.V., New York Branch
(the "Liquidity Provider") will enter into three revolving credit agreements
(each, a "Liquidity Facility"), for the benefit of the Holders of Equipment
Notes of each of three Pass Through Trusts, with the Subordination Agent, as
agent for the Pass Through Trustee on behalf of each such Pass Through Trust;
and (ii) the Pass Through Trustee, the Liquidity Provider and the Subordination
Agent will enter into the Intercreditor Agreement, dated as of the Restatement
Date (the "Intercreditor Agreement"); and

WHEREAS, the Equipment Notes will be held by the Subordination
Agent pursuant to the Intercreditor Agreement on behalf of the Pass Through
Trusts;

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NOW, THEREFORE, in consideration of the foregoing premises and
the mutual agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

SECTION 1. Purchase of Equipment Notes; Refunding. (a)
Subject to the satisfaction or waiver of the conditions set forth herein, on
June ___, 1997 or on such other date agreed to by the parties hereto (the
"Restatement Date"), the following actions shall take place simultaneously:

(i) (A) the Sublessee shall pay to the Sublessor
as a payment of Supplemental Rent under the Sublease all
accrued and unpaid Rent under the Sublease up to the
Restatement Date, if any (less any amounts for which Sublessee
is indemnified by Sublessor) and (B) the Original Head Lessee
shall pay to the Owner Trustee, as a payment of Supplemental
Rent under the Original Lease, an amount equal to the accrued
and unpaid interest on the Original Certificates up to but not
including the Restatement Date plus an amount (the "Prepayment
Amount") equal to all other amounts due to the holders of the
Original Certificates under the Original Indenture and the
other Operative Documents (as defined in the Original
Indenture) payable on the Restatement Date under Section 2.13
of the Original Indenture;

(ii) the Pass Through Trustee for each Pass
Through Trust shall pay to the Owner Trustee the aggregate
purchase price of the Equipment Notes being issued to such
Pass Through Trustee as set forth in clause (xii) below;

(iii) the Owner Trustee (to the extent of proceeds
received under clauses (i) and (ii)) shall pay to the
Indenture Trustee for the benefit of the holders of the
Original Certificates an amount equal to the aggregate
principal amount of the Original Certificates outstanding on
the Restatement Date, together with accrued and unpaid
interest on the Original Certificates up to but not including
the Restatement Date plus the Prepayment Amount;

(iv) the Indenture Trustee shall disburse to the
holders of the Original Certificates the amounts of principal,
interest, and all other amounts, if any, described in clause
(iii) above, owing to them on the Restatement Date with
respect to the Original Certificates as a prepayment of the
Original Certificates;

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(v) the Indenture Trustee shall receive the
Original Certificates for cancellation;

(vi) the Owner Trustee and the Indenture Trustee
shall enter into the Indenture (including Trust Indenture
Supplement No. 2);

(vii) the Original Head Lessee, the Sublessee, the
Owner Trustee and the Indenture Trustee shall enter into Lease
Amendment No. 1;

(viii) the Owner Participant and the Trust Company
shall enter into Trust Supplement No. 2;

(ix) the Original Head Lessee and the Owner
Participant shall enter into the Amended and Restated Head
Lease TIA and the Sublessor and the Sublessee shall enter into
the Amended and Restated Sublease TIA;

(x) the Original Head Lessee, GPA Leasing USA I,
Inc., the Parent Guarantor and the Lessee shall enter into an
agreement in form and substance reasonably satisfactory to
each, inter alia, confirming the termination of certain rights
which the Parent Guarantor has to "put" aircraft to the Lessee
and the obligation of the Lessee to accept and lease such
aircraft (the "Put Termination Agreement");

(xi) the Parent Guarantor and/or one or more of
its affiliates and the Lessee will enter into an agreement
(the "Deed of Indemnity") pursuant to which the Parent
Guarantor and/or one or more of its affiliates, on the one
hand, and the Lessee, on the other, will indemnify each other
with respect to certain information included in the Prospectus
and the Registration Statement (as such terms are defined in
the Underwriting Agreement) (the "Prospectus" and the
"Registration Statement", respectively); and

(xii) the Owner Trustee shall issue, pursuant to
Article II of the Indenture, to the Subordination Agent on
behalf of the Pass Through Trustee for each of the Pass
Through Trusts, Equipment Notes of the maturity and aggregate
principal amount, bearing the interest rate and for the
purchase price set forth on Schedule II hereto opposite the
name of such Pass Through Trust.

(b) The Owner Participant, by its execution and delivery
hereof, requests and directs the Owner Trustee to execute and deliver this
Agreement and, subject to the terms hereof, to take the actions contemplated
herein.

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(c) The closing (the "Closing") of the transactions described
in this Agreement shall take place at the offices of Milbank, Tweed, ▇▇▇▇▇▇ &
▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Restatement
Date, or at such other place as the parties hereto may agree.

(d) All payments pursuant to this Section 1 shall be made in
immediately available funds to such accounts and at such banks as the parties
hereto shall designate in writing not less than one Business Day prior to the
Restatement Date.

(e) In order to facilitate the transactions contemplated
hereby, the Original Head Lessee, the Parent Guarantor and the Lessee have
entered into the Underwriting Agreement, dated as of the date hereof (the
"Underwriting Agreement"), among such Persons and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated (the "Underwriter"), and, subject to the terms and conditions
hereof, the Lessee will enter into each of the Pass Through Trust Agreements.

SECTION 2. Equipment Notes. The Equipment Notes shall be
payable as to principal in accordance with the terms of the Indenture, and the
Equipment Notes shall provide for a fixed rate of interest per annum and shall
contain the terms and provisions provided for the Equipment Notes in the
Indenture. The Owner Trustee shall execute, and the Indenture Trustee shall
authenticate and deliver to the Pass Through Trustee for each Pass Through
Trust, a principal amount of Equipment Notes bearing the interest rate set
forth opposite the name of such Pass Through Trust on Schedule II hereto, which
Equipment Notes in the aggregate shall be in the principal amounts set forth on
Schedule II hereto. Subject to the terms hereof, of the Pass Through Trust
Agreements and of the other Operative Documents, all such Equipment Notes shall
be dated and authenticated as of the Restatement Date and shall bear interest
therefrom, shall be registered in such names as shall be specified by the
Subordination Agent and shall be paid in the manner and at such places as are
set forth in the Indenture.

SECTION 3. Conditions Precedent. The obligations of the Pass
Through Trustee to make the payments described in Section 1(a)(ii) and the
obligations of the Owner Trustee to make the payments described in Section
1(a)(iii) and the obligations of each of the Pass Through Trustee, the Owner
Trustee, the Owner Participant and the Indenture Trustee to participate in the
transactions contemplated by this Agreement on the Restatement Date are subject
to the fulfillment, prior to or on the Restatement Date, of the following
conditions precedent (except that paragraphs (a), (f) and (j) shall not be
conditions precedent to the obligations of the Owner Trustee hereunder,
paragraphs (g) and (l) shall not be conditions precedent to the obligations of
the Owner Participant hereunder and paragraphs (e)

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and (k) shall not be conditions precedent to the obligations of the Indenture
Trustee hereunder):

(a) The Owner Trustee shall have tendered the Equipment Notes
to the Indenture Trustee for authentication, and the Indenture Trustee shall
have authenticated such Equipment Notes and shall have tendered the Equipment
Notes to the Subordination Agent on behalf of the Pass Through Trustee in
accordance with Section 1.

(b) The Pass Through Trustee, the Owner Trustee, the
Indenture Trustee and the Owner Participant each shall have received executed
counterparts of each of the following documents:

(1) this Agreement;

(2) Lease Amendment No. 1, the Amended and Restated Lease
and Lease Supplement No. 3;

(3) Trust Supplement No. 2;

(4) the First Amended and Restated Indenture and Trust
Indenture Supplement No. 2;

(5) each of the Pass Through Trust Agreements and each
Pass Through Trust Supplement set forth in Schedule I
hereto;

(6) the Intercreditor Agreement;

(7) the Liquidity Facility for each of the Class A, Class
B and Class C Trusts (as defined in the Intercreditor
Agreement); and

(8) the Termination and Release [GPA 1989 BN-11] dated as
of the Restatement Date among [______________], the
Lessee, the Original Head Lessee, the Parent
Guarantor, the Owner Participant, the Owner Trustee
and the Indenture Trustee.

(c) The Pass Through Trustee, the Indenture Trustee, the
Owner Trustee and the Owner Participant each shall have received the following:

(1) an incumbency certificate of each of the Original
Head Lessee, the Lessee and the Parent Guarantor as to the
person or persons authorized to execute and deliver this
Agreement and each of the other documents to be executed on
behalf of such Person in connection with the transactions
contemplated hereby (including, without limitation, each of
the documents

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referred to herein) and as to the signatures of such person or
persons;

(2) a copy of the resolutions of the board of
directors of each of the Original Head Lessee, the Lessee and
the Parent Guarantor or the applicable committee thereof,
certified by the Secretary or an Assistant Secretary of such
Person, duly authorizing the transactions contemplated hereby
and the execution, delivery and performance of each of the
documents required to be executed and delivered on behalf of
such Person in connection with the transactions contemplated
hereby;

(3) a copy of the certificate of incorporation of
each of the Original Head Lessee and the Lessee, certified by
the Secretary of State of its state of incorporation, a copy
of the by-laws of each of the Original Head Lessee and the
Lessee, certified by the Secretary or an Assistant Secretary
of such Person, and a certificate or other evidence from the
Secretary of State of its state of incorporation, dated as of
a date reasonably near the Restatement Date, as to its due
incorporation and good standing in such state; and

(4) a copy of the Memorandum and Articles of
Association of the Parent Guarantor certified to be true and
correct by the Secretary or an Assistant Secretary of the
Parent Guarantor.

(d) The Pass Through Trustee, the Indenture Trustee, the
Owner Trustee and the Owner Participant each shall have received, in the case
of (1), (5) and (6) below, a certificate signed by an authorized officer of the
Lessee and, in the case of (2), (3) and (4) below, a certificate signed by an
authorized officer of the Original Head Lessee, dated the Restatement Date,
certifying that:

(1) the Aircraft has been duly certified by the FAA
as to type and airworthiness and has a current, valid
certificate of airworthiness;

(2) the Second Aircraft FAA ▇▇▇▇ of Sale (as defined
in the Participation Agreement), the Original Lease and the
Original Indenture have each been duly recorded, and the
Original Trust Agreement has been duly filed, with the FAA
pursuant to the sections of Title 49 of the United States Code
relating to aviation (the "Federal Aviation Act");

(3) Lease Amendment No. 1, the Amended and Restated
Lease, Lease Supplement No. 3, the First

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Amended and Restated Indenture, Trust Indenture Supplement No.
2 and Trust Supplement No. 2 covering the Aircraft shall have
been duly filed for recordation with the FAA pursuant to the
Federal Aviation Act;

(4) the Aircraft has been registered with the FAA in
the name of the Owner Trustee;

(5) the Lessee has authority to operate the
Aircraft; and

(6) the representations and warranties contained
herein of the Lessee are correct as of the Restatement Date,
except to the extent that such representations and warranties
relate solely to an earlier date (in which case such
representations and warranties were correct on and as of such
earlier date).

(e) The Pass Through Trustee, the Owner Trustee and the Owner
Participant each shall have received the following:

(1) an incumbency certificate of the Indenture
Trustee as to the person or persons authorized to execute and
deliver this Agreement and each of the other documents to be
executed on behalf of the Indenture Trustee in connection with
the transactions contemplated hereby (including, without
limitation, each of the documents referred to herein) and as
to the signatures of such person or persons;

(2) a copy of the resolutions of the board of
directors of the Indenture Trustee, certified by the Secretary
or an Assistant Secretary of the Indenture Trustee, duly
authorizing the transactions contemplated hereby and the
execution, delivery and performance of each of the documents
required to be executed and delivered on behalf of the
Indenture Trustee in connection with the transactions
contemplated hereby;

(3) a copy of the organization certificate and
by-laws of the Indenture Trustee, each certified by the
Secretary or an Assistant Secretary of the Indenture Trustee;
and

(4) a certificate signed by an authorized officer of
the Indenture Trustee, dated the Restatement Date, certifying
that the representations and warranties contained herein of
the Indenture Trustee are correct as though made on and as of
the Restatement Date, except to the extent that such
representations and warranties relate solely to an earlier
date (in which

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case such representations and warranties are correct on and as
of such earlier date).

(f) The Pass Through Trustee, the Indenture Trustee and the
Owner Participant each shall have received the following:

(1) an incumbency certificate of the Owner Trustee
as to the person or persons authorized to execute and deliver
this Agreement and each of the other documents to be executed
on behalf of the Owner Trustee in connection with the
transactions contemplated hereby (including, without
limitation, each of the documents referred to herein) and as
to the signatures of such person or persons;

(2) a copy of the resolutions of the board of
directors of the Owner Trustee, certified by the Secretary or
an Assistant Secretary of the Owner Trustee, duly authorizing
the transactions contemplated hereby and the execution,
delivery and performance of each of the documents required to
be executed and delivered on behalf of the Owner Trustee in
connection with the transactions contemplated hereby;

(3) a copy of the articles of association and
by-laws of the Owner Trustee, each certified by the Secretary
or an Assistant Secretary of the Owner Trustee; and

(4) a certificate signed by an authorized officer of
the Owner Trustee, dated the Restatement Date, certifying that
the representations and warranties contained herein of the
Owner Trustee are correct as though made on and as of the
Restatement Date, except to the extent that such
representations and warranties relate solely to an earlier
date (in which case such representations and warranties are
correct on and as of such earlier date).

(g) The Pass Through Trustee, the Indenture Trustee and the
Owner Trustee each shall have received the following:

(1) a secretary's certificate of
[___________________] (the "Managing Partner"), as to (i) the
Certificate of Incorporation and By-laws of the Managing
Partner, (ii) the General Operating Resolution of the Managing
Partner and (iii) the incumbency and signatures of persons
authorized pursuant to such General Operating Resolution to
execute and deliver this Agreement and each of the other
documents to be executed by the Managing Partner on behalf of
the Owner Participant in connection with the transactions
contem-

- 11 -
15
plated hereby (including, without limitation, each of the
documents referred to herein);

(2) a copy of the resolutions of the board of
directors of the Managing Partner, certified by the Secretary
or an Assistant Secretary of the Managing Partner, duly
authorizing the Managing Partner to perform the rights and
duties of the managing partner of the Owner Participant under
the Partnership Agreement (as herein defined);

(3) a certificate of an officer of the Managing
Partner certifying as to excerpts from the partnership
agreement between the partners of the Owner Participant, as
amended to the Restatement Date, and as in full force and
effect as of the Restatement Date (which a complete version
thereof shall be the "Partnership Agreement");

(4) a certificate signed by an authorized
representative of the Owner Participant, dated the Restatement
Date, certifying that the representations and warranties
contained herein of the Owner Participant are correct as
though made on and as of the Restatement Date, except to the
extent that such representations and warranties relate solely
to an earlier date (in which case such representations and
warranties are correct on and as of such earlier date); and

(5) resolutions of the partners of the Owner
Participant or other satisfactory evidence evidencing the
consent or approval by each of the partners thereof of the
execution and delivery of this Agreement and the agreements
referred to herein to which the Owner Participant is a party
and the performance by the Owner Participant of such
agreements and the transactions contemplated thereby.

(h) The Pass Through Trustee, the Indenture Trustee, the
Owner Trustee and the Owner Participant each shall have received from the
Lessee a report from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in substantially the form of Exhibit D
attached hereto.

(i) The Pass Through Trustee, the Indenture Trustee, the
Owner Trustee and the Owner Participant each shall have received an opinion
addressed to it from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Lessee, (ii)
▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., special counsel for the Lessee, (iii) the Senior Vice
President - Legal Affairs of the Lessee and (iv) ▇▇▇▇▇ & Roca, special Arizona
counsel for the Lessee, in each case in form and substance satisfactory to each
of them.

- 12 -
16
(j) The Pass Through Trustee, the Indenture Trustee and the
Owner Participant each shall have received an opinion addressed to it from
Morris, James, Hitchens & ▇▇▇▇▇▇▇▇, special counsel for the Owner Trustee, in
form and substance satisfactory to each of them.

(k) The Pass Through Trustee, the Owner Trustee and the Owner
Participant each shall have received an opinion addressed to it from (i) ▇▇▇▇▇▇
▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Indenture Trustee, and (ii) ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇ LLP, special counsel for the Subordination Agent and the Pass Through
Trustee, in each case in form and substance satisfactory to each of them.

(l) The Pass Through Trustee, the Indenture Trustee and the
Owner Trustee each shall have received an opinion addressed to it from (i)
White & Case, special counsel for the Owner Participant, and (ii) in-house
counsel for the Managing Partner, in each case in form and substance
satisfactory to each of them.

(m) The Pass Through Trustee, the Owner Trustee and the Owner
Participant shall have received an opinion from (i) White & Case, special
counsel for the Liquidity Provider, and (ii) in-house counsel for the Liquidity
Provider, in each case in form and substance satisfactory to each of them.

(n) The Pass Through Trustee, the Owner Trustee, the Owner
Participant and the Indenture Trustee each shall have received an opinion
addressed to it from ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel in Oklahoma
City, Oklahoma, in form and substance satisfactory to each of them.

(o) The Pass Through Trustee, the Owner Trustee, the Owner
Participant and the Indenture Trustee each shall have received an opinion
addressed to it from Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York
counsel for the Original Head Lessee and the Parent Guarantor, in form and
substance satisfactory to each of them.

(p) The Pass Through Trustee, the Owner Trustee, the Owner
Participant and the Indenture Trustee each shall have received an opinion
addressed to it from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, special Irish counsel for the Parent
Guarantor, in form and substance satisfactory to each of them.

(q) The Original Head Lessee, the Lessee, and the Parent
Guarantor shall have entered into the Underwriting Agreement and the Lessee
shall have entered into each of the Pass Through Trust Agreements, the
Certificates shall have been issued and sold pursuant to the Underwriting
Agreement and the Pass Through Trust Agreements, and the Underwriter shall have

- 13 -
17
transferred to the Pass Through Trustee in immediately available funds an
amount equal to the aggregate purchase price of the Equipment Notes to be
purchased from the Owner Trustee.

(r) The Original Head Lessee and the Owner Participant shall
each have executed and delivered to the other the Amended and Restated Head
Lease TIA.

(s) The Sublessor and the Sublessee shall each have executed
and delivered to the other the Amended and Restated Sublease TIA.

(t) No change shall have occurred after the date of this
Agreement in applicable law or regulations thereunder or interpretations
thereof by appropriate regulatory authorities or any court that would make it
illegal for the Pass Through Trustee to make the payments described in Section
1(a)(ii) or for the Lessee, the Indenture Trustee, the Owner Trustee or the
Owner Participant or any other party hereto to participate in the transactions
contemplated by this Agreement on the Restatement Date.

(u) All approvals and consents of any trustee or holder of
any indebtedness or obligations of the Lessee which are required in connection
with the Pass Through Trustee's making of the payments described in Section
1(a)(ii) or the Owner Trustee's or the Owner Participant's participation in the
transactions contemplated by this Agreement on the Restatement Date shall have
been duly obtained.

(v) Uniform Commercial Code financing, termination, amendment
and continuation statement or statements covering all of the security interests
created by or pursuant to the Indenture that are not covered by the recording
system established by the Federal Aviation Act shall have been executed and
delivered by the Original Head Lessee, the Lessee, the Indenture Trustee and
the Owner Trustee, as the case may be, and such financing, termination,
amendment and continuation statement or statements or documents to the same
purposes shall have been duly filed in all places necessary or advisable, and
any additional Uniform Commercial Code financing, termination, amendment and
continuation statements deemed advisable by the Original Head Lessee, the
Lessee, the Owner Participant or the Indenture Trustee shall have been executed
and delivered by the Original Head Lessee, the Lessee, the Indenture Trustee or
the Owner Trustee, as the case may be, and duly filed in all places advisable.

(w) No change shall have occurred after the date of this
Agreement in applicable law or regulations thereunder or interpretations
thereof by appropriate regulatory authorities or any court that would adversely
affect the tax consequences of the

- 14 -
18
transactions contemplated by this Agreement to the Owner Participant, the Owner
Trustee or any of their respective Affiliates.

Promptly following the recording of Lease Amendment No. 1, the
Amended and Restated Lease (including Lease Supplement No. 3) and the First
Amended and Restated Indenture (including Trust Indenture Supplement No. 2)
pursuant to the Federal Aviation Act, the Original Head Lessee will cause
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, to
deliver to the Pass Through Trustee, the Lessee, the Indenture Trustee, the
Owner Participant and the Owner Trustee an opinion as to the due recording of
Lease Amendment No. 1, the Amended and Restated Lease, Lease Supplement No. 3,
the First Amended and Restated Indenture, Trust Indenture Supplement No. 2 and
Trust Supplement No. 2.

SECTION 4. Certain Conditions Precedent to the Obligations of
the Original Head Lessee and the Parent Guarantor; Certain Conditions Precedent
to the Obligations of the Lessee; Conditions Precedent with Respect to the Pass
Through Trustee. (a) The obligations of the Original Head Lessee and the
Parent Guarantor to participate in the transactions contemplated by this
Agreement on the Restatement Date, and to execute and deliver this Agreement
are subject to the fulfillment, prior to or on the Restatement Date, of the
following conditions precedent:

(i) Each of the Original Head Lessee and the Parent
Guarantor shall have received counterparts of the following documents
executed by each of the parties thereto other than the Original Head
Lessee and the Parent Guarantor:

(1) this Agreement;

(2) Lease Amendment No. 1, the Amended and
Restated Lease and Lease Supplement No. 3;

(3) the Amended and Restated Head Lease TIA;

(4) the Amended and Restated Sublease TIA;

(5) the Put Termination Agreement;

(6) the Deed of Indemnity;

(7) the Underwriting Agreement;

(8) Uniform Commercial Code termination
statements relating to the Original Head
Lease executed by the Owner Trustee and/or
the Indenture Trustee and such other releases

- 15 -
19
and terminations as it may reasonably
request; and

(9) that certain letter agreement dated as of the
Restatement Date relating to Stipulated Loss
Values with respect to the Amended and
Restated Lease (the "SLV Letter Agreement").

(ii) Each of the Original Head Lessee and the Parent
Guarantor shall have received originals of the following documents:

(1) the incumbency certificate of the Lessee
referred to in Section 3(c)(1);

(2) the resolutions of the Lessee referred to in
Section 3(c)(2);

(3) the documents referred to in Section 3(e),
Section 3(f) and Section 3(g);

(4) the opinions referred to in Section 3(i),
Section 3(j), Section 3(k), Section 3(l),
Section 3(m) and Section 3(n), in each case
addressed to each of the Original Head Lessee
and the Parent Guarantor and in form and
substance satisfactory to each of them;

(5) the opinions of Paul, Hastings, ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ LLP and Milbank, Tweed, ▇▇▇▇▇▇ &
▇▇▇▇▇▇ with respect to certain matters
relating to and described in the Prospectus,
in each case addressed to the Original Head
Lessee and the Parent Guarantor and in form
and substance reasonably satisfactory to each
of them; and

(6) the report referred to in Section 3(h)
addressed to each of the Original Head Lessee
and the Parent Guarantor.

(iii) Each of the Original Head Lessee and the Parent
Guarantor shall have received such other documents and evidence with
respect to each other party hereto as each of them or its counsel may
reasonably request in order to establish the due consummation of the
transactions contemplated by this Agreement and the "Refunding
Agreements" (as defined in the Registration Statement), the taking of
all necessary action in connection therewith and compliance with the
conditions herein or therein set forth.

- 16 -
20
(b) The obligations of the Lessee to make the payment
described in Section 1(a)(i)(A) (if any), to participate in the transactions
contemplated by this Agreement on the Restatement Date, and to execute and
deliver each of the Pass Through Trust Agreements are subject to the
fulfillment, prior to or on the Restatement Date, of the following conditions
precedent:

(i) The Lessee shall have received counterparts of the
following documents executed by each of the parties thereto other than
Lessee:

(1) this Agreement;

(2) Lease Amendment No. 1, the Amended and
Restated Lease and Lease Supplement No. 3;

(3) the Amended and Restated Sublease TIA;

(4) the Put Termination Agreement;

(5) the Deed of Indemnity;

(6) the Pass Through Trust Agreements;

(7) the Underwriting Agreement;

(8) Uniform Commercial Code termination
statements relating to the Sublease executed
by the Original Head Lessee; and

(9) the SLV Letter Agreement.

(ii) The Lessee shall have received originals of the
following documents:

(1) the incumbency certificate of the Original
Head Lessee and Parent Guarantor referred to
in Section 3(c)(1);

(2) the resolutions of the Original Head Lessee
and Parent Guarantor referred to in Section
3(c)(2);

(3) the documents referred to in Section 3(e),
Section 3(f) and Section 3(g);

(4) the opinions referred to in Section 3(j),
Section 3(k), Section 3(l), Section 3(m),
Section 3(n), Section 3(o) and Section 3(p),
in each case addressed to Lessee and in form
and substance satisfactory to Lessee; and

- 17 -
21
(5) the opinions of Paul, Hastings, ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ LLP and Milbank, Tweed, ▇▇▇▇▇▇ &
▇▇▇▇▇▇ with respect to certain matters
relating to and described in the Prospectus,
in each case addressed to Lessee and in form
and substance reasonably satisfactory to
Lessee.

(iii) The Lessee shall have received such other documents
and evidence with respect to each other party hereto as Lessee or its
counsel may reasonably request in order to establish the due
consummation of the transactions contemplated by this Agreement and
the "Refunding Agreements" (as defined in the Registration Statement),
the taking of all necessary action in connection therewith and
compliance with the conditions herein and therein set forth.

(c) The respective obligations of each of the Lessee, the
Pass Through Trustee (solely as to clause (ii)), the Original Head Lessee, the
Owner Participant, the Owner Trustee and the Indenture Trustee to participate
in the transactions contemplated hereby is subject to the receipt by each of
them of (i) a certificate signed by an authorized officer of the Pass Through
Trustee, dated the Restatement Date, certifying that the representations and
warranties contained herein and in the Pass Through Trust Agreements of the
Pass Through Trustee are correct as of the Restatement Date, except to the
extent that such representations and warranties relate solely to an earlier
date (in which case such representations and warranties are correct on and as
of such earlier date), (ii) an opinion addressed to each of them of ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇ LLP, special counsel for the Pass Through Trustee, in form and
substance satisfactory to each of them, and (iii) such other documents and
evidence with respect to the Pass Through Trustee as it may reasonably request
in order to establish the due consummation of the transactions contemplated by
this Agreement, the taking of all necessary action in connection therewith and
compliance with the conditions herein set forth.

SECTION 5. Amendment and Restatement of the Original
Indenture. Subject to the satisfaction or waiver of the conditions precedent
set forth herein, the Owner Participant, by execution and delivery hereof,
requests, authorizes and directs the Owner Trustee to execute and deliver the
First Amended and Restated Indenture, and the Owner Trustee and the Indenture
Trustee, by execution and delivery hereof, agree to execute and deliver the
First Amended and Restated Indenture. Each of the Original Head Lessee, the
Parent Guarantor and the Lessee, by execution and delivery hereof, consent to
such execution and delivery of the First Amended and Restated Indenture. The
First Amended and Restated Indenture shall be effective as of the Restatement
Date.

- 18 -
22
SECTION 6. Amendment and Restatement of the Original Lease.
Subject to the satisfaction or waiver of the conditions precedent set forth
herein, the Indenture Trustee, the Pass Through Trustee, the Parent Guarantor
and the Owner Participant, by execution and delivery hereof, consent to the
assignments, delegations, and releases set forth in, and to the amendment and
restatement of the Original Lease effected by, and the Owner Participant
requests and instructs the Owner Trustee to execute and deliver, Lease
Amendment No. 1, and the Owner Trustee, the Original Head Lessee, the Indenture
Trustee and the Sublessee agree, by execution and delivery hereof, to execute
and deliver Lease Amendment No. 1. The Amended and Restated Lease shall be
effective as of the Restatement Date.

SECTION 7. Termination of the Participation Agreement;
Termination of Sublease, etc. Subject to the satisfaction or waiver of the
conditions precedent set forth herein, the Owner Participant, the Owner
Trustee, the Original Head Lessee, the Parent Guarantor and the Indenture
Trustee, by execution and delivery hereof, agree that, with effect from and
including the Restatement Date and except as otherwise provided in Section 15
hereof, the Participation Agreement shall terminate and forever be without
force and effect, conferring no rights and imposing no obligations on the
parties thereto. Upon the execution and delivery of Lease Amendment No. 1 by
each of the parties thereto, the Sublease, the Sublease Guaranty and the
Assignment of Sublease shall terminate as and to the extent set forth herein
and therein. Lease Amendment No. 1 shall be effective as of the Restatement
Date.

SECTION 8. Representations and Warranties of the Lessee. The
Lessee represents and warrants, as of the Restatement Date, to the Original
Head Lessee (except as to the representation and warranty contained in Section
8(i)), the Parent Guarantor (except as to the representation and warranty
contained in Section 8(i)), the Pass Through Trustee, the Owner Participant,
the Owner Trustee, the Liquidity Provider and the Indenture Trustee that:

(a) the Lessee is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware,
has the corporate power and authority to own or hold under lease its
properties, has, or had on the respective dates of execution thereof,
the corporate power and authority to enter into and perform its
obligations under this Agreement, Lease Amendment No. 1, the Lease,
the Pass Through Trust Agreements, the Amended and Restated Sublease
TIA, the SLV Letter Agreement and any certificate delivered by the
Lessee pursuant to the foregoing (the "Lessee Documents") and is duly
qualified to do business as a foreign corporation in each jurisdiction
where the failure to so qualify would have a material adverse effect
on its

- 19 -
23
business, operations or condition (financial or otherwise), or on its
ability to perform its obligations under the Lessee Documents;

(b) the Lessee is a Certificated Air Carrier, and its chief
executive office (as such term is used in Article 9 of the Uniform
Commercial Code in effect in the State of Arizona) is located at ▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;

(c) the execution and delivery by the Lessee of the Lessee
Documents and the performance of the obligations of the Lessee under
the Lessee Documents have been duly authorized by all necessary
corporate action on the part of the Lessee, do not require any
stockholder approval, or approval or consent of any trustee or holder
of any material indebtedness or material obligations of the Lessee,
except such as have been duly obtained and are in full force and
effect, and do not contravene any law, governmental rule, regulation,
judgment or order binding on the Lessee or the certificate of
incorporation or by-laws of the Lessee, or contravene the provisions
of, or constitute a default under, or result in the creation of any
Lien (other than Permitted Liens) upon the property of the Lessee
under, any indenture, mortgage, contract, lease or other agreement in
each case having payment obligations in excess of $500,000 to which
the Lessee is a party or by which it may be bound or affected;

(d) neither the execution and delivery by the Lessee of the
Lessee Documents nor the performance of the obligations of the Lessee
under the Lessee Documents nor the consummation by the Lessee of any
of the transactions contemplated by the Lessee Documents, requires the
consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, the Department
of Transportation, the FAA, or any other federal, state, local or
foreign governmental authority having jurisdiction, other than those
which have already been received and which the Lessee is in compliance
with and (i) the registration of the Certificates under the Securities
Act of 1933, as amended (the "Securities Act") and the securities laws
of any state in which the Certificates may be offered for sale if the
laws of such state require such action, (ii) the qualification of the
Pass Through Trust Agreements under the Trust Indenture Act of 1939,
as amended, (iii) (A) the orders, permits, waivers, exemptions,
authorizations and approvals of the regulatory authorities having
jurisdiction over the operation of the Aircraft by Lessee required to
be obtained on or prior to the Restatement Date, which orders,
permits, waivers, exemptions, authorizations and approvals have been
duly obtained and

- 20 -
24
are, or will on the Restatement Date be in full force and effect, (B)
the registration of the Aircraft pursuant to the Federal Aviation Act
and (C) such consents, approvals, notices, registrations and other
actions required by the terms of the Lessee Documents to the extent
required to be given or obtained only after the Restatement Date and
(iv) the registrations and filings referred to in Section 8(i);

(e) each Lessee Document has been duly executed and delivered
by the Lessee and, assuming the due authorization, execution and
delivery thereof by the other parties thereto, each Lessee Document
constitutes, or when executed will constitute, the legal, valid and
binding obligations of the Lessee enforceable against the Lessee in
accordance with their respective terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors or
lessors generally and by general principles of equity, whether
considered in a proceeding at law or in equity, and except, in the
case of the Lease, as may be limited by applicable laws which may
affect the remedies provided in the Lease, which laws, however, do not
make the remedies provided in the Lease inadequate for the practical
realization of the benefits intended to be afforded thereby;

(f) except as disclosed in the Prospectus, there are no
pending or, to its knowledge, threatened actions or proceedings before
any court or administrative agency or regulatory commission or other
governmental agency against or affecting the Lessee that are
reasonably expected to materially adversely affect the ability of
Lessee to enter into or perform its obligations under the Lessee
Documents;

(g) the Lessee is not an "investment company" or a company
controlled by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended;

(h) on the Restatement Date, the Trust Estate shall be free
and clear of any and all Liens (other than Permitted Liens) created by
or through the Lessee;

(i) except for the registration of the Aircraft pursuant to
the Federal Aviation Act, the filing for recordation pursuant to the
Federal Aviation Act (with confidential financial terms redacted) of
Lease Amendment No. 1, the Amended and Restated Lease, Lease
Supplement ▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇, the First Amended and
Restated Indenture and Indenture Supplement No. 2, and each of the
other documents referred to in Annex A hereto, all with the FAA, the
filing of a Uniform Commercial Code ("UCC") amended financing
statement with the Secretary of State of the State of Delaware with
regard to the Original

- 21 -
25
Lease, the filing of UCC termination statements with regard to the
Original Head Lessee with the Secretary of State of the States of New
York, Connecticut and Arizona, the filing of a protective UCC
financing statement with the Secretary of State of the State of
Arizona with respect to the Lease, the filing of a UCC termination
statement with the Secretary of State of the State of Arizona with
respect to the Sublease, and the filing of a UCC termination statement
with the Secretary of State of the State of Delaware with respect to
the Initial Sublease Assignment (as defined in the Original Lease) all
of which financing and termination statements shall have been duly
effected as of the Restatement Date (and assignments thereof and
continuation statements at periodic intervals), and other than the
taking of possession by the Indenture Trustee of the original
counterparts of the Original Lease, Lease Amendment No. 1, the Amended
and Restated Lease, and all Lease Supplements thereto (to the extent
the Lease constitutes chattel paper), and the placing of the Lease
identification required by Section 6(e) of the Lease, no further
filing or recording of the Lease or of any other document (including
any financing statement under Article 9 of the UCC of the State of
Delaware, New York or Arizona) and no further action is necessary,
under the laws of the United States of America or the States of
Delaware, New York and Arizona in order to perfect the Owner Trustee's
interest in the Aircraft as against the Lessee and any third parties,
or to perfect the security interest in favor of the Indenture Trustee
in the Owner Trustee's interest in the Aircraft and in the Lease;

(j) all obligations of the Lessee owing to the Lessor in
connection with the Lease are at least pari passu with all unsecured
and unsubordinated debt obligations of the Lessee;

(k) no event has occurred and is continuing which constitutes
a Lease Event of Default or would constitute a Lease Event of Default
but for the requirement that notice be given or time lapse or both;

(l) no event has occurred and is continuing which constitutes
an Event of Loss (as defined in the Lease) or would constitute an
Event of Loss with the lapse of time;

(m) the Lessee has filed or will file, or has caused or
will cause to be filed, all federal and state tax returns which are
required to be filed and has paid or will pay or has caused or will
cause to be paid all taxes shown to be due or payable on said returns
and on any assessment received by the Lessee, to the extent such taxes
have become due and payable, except for taxes and returns with respect
thereto the nonpayment or nonfiling of which, either in any

- 22 -
26
case or in the aggregate, could have no material adverse effect on the
Lessee, its condition (financial or otherwise), business, operations
or prospects, or on its ability to perform its obligations under the
Lease or which are being diligently contested by the Lessee in good
faith by appropriate proceedings and with appropriate reserves;

(n) the financial statements together with the notes related
thereto contained in the Registration Statement are complete in all
material respects and fairly present the Lessee's financial condition
as of December 31, 1996 and the results of its operations for the
period covered in conformance with GAAP (except as otherwise noted
therein and with which any such change the independent auditors of the
Lessee have agreed) and do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein not misleading; since December 31, 1996, there has
been no material adverse change in the Lessee's business, operations,
condition (financial or otherwise) or prospects which has not been
disclosed in writing to the Owner Participant and the Indenture
Trustee;

(o) on the Restatement Date, all sales, use, documentary
duties or other similar Taxes then due and for which the Lessee is
responsible pursuant to the Lessee Documents, shall have been paid,
other than such Taxes which are being contested by the Lessee in good
faith and by appropriate proceedings (and for which the Lessee shall
have established such reserves as are required under GAAP) so long as
such proceedings or the non- payment of such Taxes do not involve any
material danger to the sale, forfeiture or loss of the Aircraft;

(p) the Lessee is not a "national" of any designated
foreign country within the meaning of the Foreign Assets Control
Regulations or the Cuban Assets Control Regulations of the United
States Treasury Department, 31 Code of Federal Regulations, Subtitle
B, Chapter V, as amended, or of any regulations, interpretations or
rulings issued thereunder, and the Lessee is not, and is not acting on
behalf of or for the benefit of, an "Iranian Entity" within the
meaning of the Iranian Assets Control Regulations of the United States
Treasury Department, 31 Code of Federal Regulations, Subtitle B,
Chapter V, as amended, and the transactions contemplated by this
Agreement are not prohibited by Executive Order 12170, the
above-mentioned Iranian Assets Control Regulations or any regulations,
interpretations or rulings issued under any thereof;

(q) no part of the Rent or other payments made by the
Lessee under the Lease or under the other Operative Docu-

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27
ments will be made out of the assets of any "employee benefit plan" as
defined in Section 3(3) of ERISA;

(r) no representation or warranty of the Lessee contained
in any Lessee Document or other information in writing furnished to
the Owner Participant or the Indenture Trustee by the Lessee in
connection herewith contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading; there is no
fact known to the Lessee (other than matters of a general economic
nature) which the Lessee has not disclosed in writing to the Owner
Participant or the Indenture Trustee which could impair its ability to
perform its obligations under the Lessee Documents; and

(s) if the Lessee were to become a debtor under the
Bankruptcy Code, the Lessor as lessor of the Aircraft under the Lease,
and the Indenture Trustee, as assignee of the Owner Trustee's rights
under the Lease pursuant to the Indenture, would be entitled to the
benefits of Section 1110 of the Bankruptcy Code with respect to the
Aircraft.

SECTION 9. Representations and Warranties. Each of the
parties below represents and warrants, as of the Restatement Date, to each of
the other parties to this Agreement and to the Liquidity Provider (except that
the representation and warranty set forth in Section 9(f)(8) shall be a
representation and warranty of the Original Head Lessee to the Lessee only) as
follows:

(a) The Indenture Trustee in its individual capacity (and as
Indenture Trustee to the extent provided in clause (6) below)
represents and warrants that:

(1) the Indenture Trustee is a corporation duly
organized, validly existing and in good standing under the
laws of the State of New York, is a "citizen of the United
States" as defined in Section 40102(a)(15) of the Federal
Aviation Act and the rules and regulations of the FAA
thereunder (as so defined, a "Citizen of the United States")
(without making use of a voting trust, voting powers agreement
or similar arrangement), will notify promptly all parties to
this Agreement if in its reasonable opinion its status as a
Citizen of the United States (without making use of a voting
trust, voting powers agreement or similar arrangement) is
likely to change and will resign as Indenture Trustee as
provided in Section 8.02 of the Indenture promptly after it
obtains actual knowledge that it has ceased to be such a
Citizen of the United States (without making use of a voting
trust, voting powers agreement or

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28
similar arrangement), and has the full corporate power,
authority and legal right under the laws of the State of New
York and the federal laws of the United States pertaining to
its banking, trust and fiduciary powers to execute and deliver
each of this Agreement, the Indenture and each other Operative
Document to which it is a party and to carry out its
obligations under this Agreement, the Indenture and each other
Operative Document to which it is a party;

(2) neither the execution and delivery by the
Indenture Trustee of this Agreement, the Indenture, Lease
Amendment No. 1 and each other Operative Document to which it
is a party, nor the consummation by it of any of the
transactions contemplated hereby or thereby, nor the
compliance by it with any of the terms and provisions hereof
and thereof, (A) requires or will require any approval of its
stockholders, or approval or consent of any trustees or
holders of any indebtedness or obligations of it, or (B)
violates or will violate its articles of association or
by-laws, or contravenes or will contravene any provision of,
or constitutes or will constitute a default under, or results
or will result in any breach of, or results or will result in
the creation of any Lien (other than as permitted under the
Operative Documents) upon its property under, any indenture,
mortgage, chattel mortgage, deed of trust, conditional sale
contract, bank loan or credit agreement, license or other
agreement or instrument to which it is a party or by which it
is bound, or contravenes or will contravene any law,
governmental rule or regulation or any judgment or order
applicable to or binding on it of any United States
governmental authority or agency governing the trust powers of
the Indenture Trustee;

(3) this Agreement constitutes, and the Indenture,
when executed and delivered by the Indenture Trustee, will
constitute, the legal, valid and binding obligations of the
Indenture Trustee enforceable against it in accordance with
their respective terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally
and by general principles of equity, whether considered in a
proceeding at law or in equity;

(4) there are no pending or, to its knowledge,
threatened actions or proceedings against the Indenture
Trustee, either in its individual capacity or as Indenture
Trustee, before any court or administrative agency which, if
determined adversely to it, would

- 25 -
29
materially adversely affect the ability of the Indenture
Trustee, in its individual capacity or as Indenture Trustee,
as the case may be, to perform its obligations under the
Operative Documents to which it is a party;

(5) no consent, approval, order or authorization of,
giving of notice to, or registration with, or taking of any
other action in respect of, any State of New York or any
United States of America governmental authority or agency
regulating the trust powers of the Indenture Trustee is
required for the execution and delivery of, or the carrying
out by, the Indenture Trustee of any of the transactions
contemplated hereby or by the Indenture, Lease Amendment No. 1
or any other Operative Document to which it is a party or by
which it is bound, other than any such consent, approval,
order, authorization, registration, notice or action as has
been duly obtained, given or taken;

(6) there are no Lenders' Liens (as defined in the
Lease) on the Aircraft or any portion of the Trust Estate
created by or through the Indenture Trustee in its individual
capacity; and

(7) it has possession of the chattel paper
original counterpart of the Original Lease, Lease Amendment
No. 1 and the Lease.

(b) Each of the Trust Company (except with respect to clauses
(2)(ii), (3), (4)(i) and (6) below, which representations and
warranties are made solely by the Owner Trustee) and the Owner Trustee
(except with respect to clauses 1(i), (2)(i), 4(ii), (7), (11) and
(12) below, which representations and warranties are made solely by
the Trust Company) represents and warrants that:

(1) (i) the Trust Company is a banking corporation
duly organized, validly existing and in good standing under
the laws of the State of Delaware, has full corporate power
and authority to carry on its business as now conducted, has,
or had on the respective dates of execution thereof, the
corporate power and authority to execute and deliver Trust
Supplement No. 2, has the corporate power and authority to
carry out the terms of the Trust Agreement, and (ii) each of
the Trust Company and the Owner Trustee has, or had on the
respective dates of execution thereof (assuming the
authorization, execution and delivery of Trust Supplement No.
2 by the Owner Participant), the corporate power and authority
to execute and deliver and to carry out the terms of this
Agreement, the Indenture, the Equipment Notes,

- 26 -
30
Lease Amendment No. 1, the Lease and each other Operative
Document (other than the Trust Agreement) to which it is a
party;

(2) (i) the Trust Company has duly authorized,
executed and delivered the Trust Agreement (and, to the extent
provided herein to be in its individual capacity, this
Agreement) and (assuming the due authorization, execution and
delivery of Trust Supplement No. 2 by the Owner Participant)
the Trust Agreement (and, to the extent provided herein to be
in its individual capacity, this Agreement) constitutes a
legal, valid and binding obligation of the Trust Company,
enforceable against it in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of
equity, whether considered in a proceeding at law or in
equity, (ii) the Owner Trustee has duly authorized, executed
and delivered this Agreement and (assuming the due
authorization, execution and delivery of Trust Supplement No.
2 by the Owner Participant) this Agreement and the Trust
Agreement constitute, and the Indenture and the Lease, when
entered into, will constitute, legal, valid and binding
obligations of the Owner Trustee, enforceable against it in
accordance with its terms, except as the same may be limited
by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity, whether
considered in a proceeding at law or in equity;

(3) assuming the due authorization, execution and
delivery of Trust Supplement No. 2 by the Owner Participant,
the Owner Trustee has duly authorized, and on the Restatement
Date shall have duly issued, executed and delivered to the
Indenture Trustee for authentication, the Equipment Notes
pursuant to the terms and provisions hereof and of the
Indenture, and, upon such issuance, execution and delivery by
the Owner Trustee and authentication by the Indenture Trustee
in accordance with the terms of the Indenture, each Equipment
Note issued on the Restatement Date will constitute the valid
and binding obligation of the Owner Trustee and will be
entitled to the benefits and security afforded by the
Indenture in accordance with the terms of such Equipment Note
and the Indenture;

(4) (i) neither the execution and delivery by the
Owner Trustee of this Agreement, the Original Trust

- 27 -
31
Agreement, Trust Supplement No. 2, the Original Indenture, the
Indenture, the Original Lease, Lease Amendment No. 1, the
Lease, the Equipment Notes, or any other Operative Document to
which it is a party, nor the consummation by it of any of the
transactions contemplated hereby or thereby, nor the
compliance by it with any of the terms and provisions hereof
or thereof, contravenes or will contravene any judgment or
order applicable to or binding on it, and (ii) neither the
execution and delivery by the Trust Company of this Agreement,
the Original Trust Agreement, Trust Supplement No. 2, the
Original Indenture, the Indenture, the Original Lease, Lease
Amendment No. 1, the Lease, the Equipment Notes, or any other
Operative Document to which it is a party, nor the
consummation by it of any of the transactions contemplated
hereby or thereby, nor the compliance by it with any of the
terms and provisions hereof or thereof, (A) requires or will
require any approval of its stockholders, or approval or
consent of any trustees or holders of any indebtedness or
obligations of it, or (B) violates or will violate its
articles of association or by-laws, or contravenes or will
contravene any law, governmental rule or regulation of the
State of Delaware or any United States governmental authority
or agency governing the trust powers of the Trust Company, or
any judgment or order applicable to or binding on it;

(5) no consent, approval, order or authorization of,
giving of notice to, or registration with, or taking of any
other action in respect of, any state or local governmental
authority or agency or any State of Delaware, State of New
York or any United States of America governmental authority or
agency regulating the trust powers of the Trust Company is
required for the execution and delivery of, or the carrying
out by, the Trust Company or the Owner Trustee, as the case
may be, of any of the transactions contemplated hereby or by
the Trust Agreement, the Indenture, the Lease, Lease Amendment
No. 1, the Equipment Notes or any other Operative Document to
which it is a party or by which it is bound, other than any
such consent, approval, order, authorization, registration,
notice or action as has been duly obtained, given or taken or
which is described in Section 8(d);

(6) there exists no Lessor's Lien or Head Lessor's
Lien (each as defined in the Lease) (including for this
purpose Liens that would be Lessor's Liens but for the first
proviso in the definition of Lessor's Liens) attributable to
the Owner Trustee;

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32
(7) there exists no Lessor's Lien or Head Lessor's
Lien (including for this purpose Liens that would be Lessor's
Liens but for the first proviso in the definition of Lessor's
Liens) attributable to the Trust Company;

(8) there are no Taxes payable by the Owner Trustee
or the Trust Company imposed by the State of Delaware or any
political subdivision thereof in connection with the
prepayment of the Original Certificates or the issuance of the
Equipment Notes,or the execution and delivery by it of any of
the instruments referred to in clauses (1), (2), (3) and (4)
above, that, in each case, would not have been imposed if the
Trust Estate were not located in the State of Delaware and the
Trust Company had not (a) had its principal place of business
in, (b) performed (in its individual capacity or as Owner
Trustee) any or all of its duties under the Operative
Documents in, and (c) engaged in any activities unrelated to
the transactions contemplated by the Operative Documents in,
the State of Delaware;

(9) there are no pending or, to its knowledge,
threatened actions or proceedings against the Owner Trustee,
either in its individual capacity or as Owner Trustee, before
any court or administrative agency which, if determined
adversely to it, would materially adversely affect the ability
of the Owner Trustee, in its individual capacity or as Owner
Trustee, as the case may be, to perform its obligations under
any of the instruments referred to in clauses (1), (2), (3)
and (4) above;

(10) both its chief executive office, and the place
where its records concerning the Aircraft and all its
interests in, to and under all documents relating to the Trust
Estate (other than such as may be maintained and held by the
Indenture Trustee pursuant to the Indenture), are located in
Wilmington, Delaware. Owner Trustee, in its individual
capacity or as Owner Trustee, agrees that it will not change
the location of such office to a location outside of Delaware,
without prior written notice to all parties hereto;

(11) it is a Citizen of the United States (without
making use of a voting trust agreement, voting powers
agreement or similar arrangements); and

(12) there has not occurred any event which
constitutes (or to the best of its knowledge would,

- 29 -
33
with the passage of time or the giving of notice or both,
constitute) an Event of Default as defined in the Indenture
which has been caused by or relates to the Trust Company and
which is presently continuing.

(1) it is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
organization, has the partnership power and authority to carry
on its present business and operations and to own or lease its
properties, has, or had on the respective dates of execution
thereof, as the case may be, the partnership power and
authority to enter into and to perform its obligations under
this Agreement, the Trust Agreement, the SLV Letter Agreement
and the Amended and Restated Head Lease TIA; this Agreement,
the SLV Letter Agreement and Trust Supplement No. 2 have been
duly authorized, executed and delivered by it; assuming the
due authorization, execution and delivery hereof and thereof
by the other parties hereto and thereto, this Agreement, the
Trust Agreement, the SLV Letter Agreement and the Amended and
Restated Head Lease TIA constitute the legal, valid and
binding obligations of the Owner Participant enforceable
against it in accordance with their respective terms, except
as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at
law or in equity; and the Managing Partner is duly
incorporated, validly existing and in good standing under the
laws of the State of Delaware, has the corporate power and
authority to carry on its present business and operations and
to own or lease its properties, has, or had on the respective
dates of execution thereof, as the case may be, the corporate
power and authority to execute and deliver this Agreement, the
Trust Agreement, the SLV Letter Agreement and the Amended and
Restated Head Lease TIA on behalf of the Owner Participant;

(2) neither (A) the execution and delivery by the
Owner Participant of this Agreement, the Trust Agreement, the
SLV Letter Agreement, the Amended and Restated Head Lease TIA
or any other Operative Document to which it is a party nor (B)
compliance by it with all of the provisions hereof or thereof,
(x) will contravene any law or order of any court or
governmental authority or agency applicable to or binding on
the Owner Participant (it being understood that no

- 30 -
34
representation or warranty is made with respect to laws, rules
or regulations relating to aviation or to the nature of the
equipment owned by the Owner Trustee other than such laws,
rules or regulations relating to the citizenship requirements
of the Owner Participant under applicable law), or (y) will
contravene the provisions of, or constitutes or has
constituted or will constitute a default under, the
Partnership Agreement or any indenture, mortgage, contract or
other agreement or instrument to which the Owner Participant
is a party or by which it or any of its property may be bound
or affected, except where such contravention or default would
not result in any liability to any other party hereto or have
a material adverse effect on the rights or on the remedies of
the other parties hereto or on its ability to perform its
obligations hereunder or thereunder;

(3) no authorization or approval or other action by,
and no notice to or filing with, any governmental authority or
regulatory body (other than as required by the Federal
Aviation Act or the regulations promulgated thereunder) is or
was required, as the case may be, for the due execution,
delivery or performance by it of this Agreement, the Trust
Agreement and the Amended and Restated Head Lease TIA (it
being understood that no representation or warranty is made
with respect to laws, rules or regulations relating to
aviation or to the nature of the equipment owned by the Owner
Trustee other than the laws, rules or regulations relating to
aircraft lease transactions generally or to the citizenship
requirements of the Owner Participant under the Federal
Aviation Act);

(4) there are no pending or, to its knowledge,
threatened actions or proceedings against the Owner
Participant or any of its partners before any court or
administrative agency or arbitrator which, if determined
adversely to the Owner Participant or such partner(s), would
materially adversely affect the Owner Participant's ability to
perform its obligations under this Agreement, the Trust
Agreement, the SLV Letter Agreement or the Amended and
Restated Head Lease TIA;

(5) on the Restatement Date, the Trust Estate shall
be free of Lessor's Liens and Head Lessor's Liens attributable
to the Owner Participant and its partners (including for this
purpose Liens that would be Lessor's Liens but for the first
proviso in the definition of Lessor's Liens); and

- 31 -
35
(6) each of its partners is a Citizen of the United
States (without making use of a voting trust agreement, voting
powers agreement or similar arrangement). If at any time the
Owner Participant or any partner of the Owner Participant has
ceased to be, or the Owner Participant shall have actual
knowledge that the Owner Participant or any partner of the
Owner Participant is likely to cease to be, such a citizen,
and (i) the Aircraft shall be or would thereupon become
ineligible for registration in the name of Owner Trustee under
the Federal Aviation Act as in effect at such time (without
regard to the "based and primarily used" provisions thereof)
and the regulations then applicable thereunder, or (ii) the
Aircraft is registered in a jurisdiction other than the United
States of America, in circumstances in which the preceding
clause (i) does not apply and the Lessee or any Permitted
Sublessee at any time proposes to register the Aircraft in the
United States of America, then Owner Participant shall (at its
own expense and without any reimbursement or indemnification
from the Lessee or any Permitted Sublessee) (A) immediately
either (1) transfer in accordance with Section 10 hereof all
of its right, title and interest in and to the Trust
Agreement, the Trust Estate, this Agreement and the Amended
and Restated Head Lease TIA or (2) take such other action,
including, without limitation, the establishment of a voting
trust or voting powers agreement (in which case Owner
Participant shall remain the beneficial owner of the Trust
Estate), as may be necessary to prevent the deregistration of
the Aircraft under the Federal Aviation Act or to maintain
such registration of the Aircraft or to make possible such
registration of the Aircraft in the United States of America
and to prevent Indenture Trustee, the Holders of the Equipment
Notes, the Lessee or any Permitted Sublessee from being
adversely affected as a result thereof and (B) indemnify the
Lessee, the Indenture Trustee, the Holders of the Equipment
Notes and any Permitted Sublessee, from and against any and
all Claims incurred or suffered as a result of such partner's
or partners' failure to be such a citizen or loss of such
citizenship, including, without limitation, as a result of the
Aircraft's becoming ineligible or ceasing to remain eligible
for such registration.

(d) The Pass Through Trustee represents, warrants and
covenants that:

(1) the Pass Through Trustee is duly organized,
validly existing and in good standing under the federal laws
of the United States of America, and has the full

- 32 -
36
corporate power, authority and legal right under the federal
laws of the United States of America pertaining to its
banking, trust and fiduciary powers to execute and deliver
each of the Pass Through Trust Agreements, the Intercreditor
Agreement, and this Agreement and to perform its obligations
under this Agreement, the Pass Through Trust Agreements and
the Intercreditor Agreement;

(2) this Agreement has been, and when executed and
delivered by the Pass Through Trustee, each of the Pass
Through Trust Agreements and the Intercreditor Agreement will
have been, duly authorized, executed and delivered by the Pass
Through Trustee; this Agreement constitutes, and when executed
and delivered by the Pass Through Trustee, each of the Pass
Through Trust Agreements and the Intercreditor Agreement, will
constitute, the legal, valid and binding obligations of the
Pass Through Trustee enforceable against it in accordance with
their respective terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally
and by general principles of equity, whether considered in a
proceeding at law or in equity;

(3) none of the execution, delivery and performance
by the Pass Through Trustee of any of the Pass Through Trust
Agreements, the Intercreditor Agreement or this Agreement, the
purchase by the Pass Through Trustee of the Equipment Notes
pursuant to this Agreement, or the issuance of the
Certificates pursuant to the Pass Through Trust Agreements,
contravenes any law, rule or regulation of the State of
Connecticut or any United States governmental authority or
agency regulating the Pass Through Trustee's banking, trust or
fiduciary powers or any judgment or order applicable to or
binding on the Pass Through Trustee nor contravenes or results
in any breach of, or constitutes a default under, the Pass
Through Trustee's articles of association or by-laws or any
agreement or instrument to which the Pass Through Trustee is a
party or by which it or any of its properties may be bound;

(4) neither the execution and delivery by the Pass
Through Trustee of any of the Pass Through Trust Agreements,
the Intercreditor Agreement or this Agreement, nor the
consummation by the Pass Through Trustee of any of the
transactions contemplated hereby or thereby, requires the
consent or approval of, the giving of notice to, the
registration with, or the taking of any other action with
respect to, any State

- 33 -
37
of Connecticut governmental authority or agency or any federal
governmental authority or agency regulating the Pass Through
Trustee's banking, trust or fiduciary powers;

(5) assuming that the trusts created by the Pass
Through Trust Agreements will not be taxable as corporations,
but, rather, each will be characterized as a grantor trust
under subpart E, Part I of Subchapter J of the Code for
federal income tax purposes, there are no Taxes payable by the
Pass Through Trustee imposed by the State of Connecticut or
any political subdivision or taxing authority thereof in
connection with the acquisition, possession or ownership by
the Pass Through Trustee of any of the Equipment Notes (other
than franchise or other taxes based on or measured by any fees
or compensation received by the Pass Through Trustee for
services rendered in connection with the transactions
contemplated by any of the Pass Through Trust Agreements), and
prior to the exercise of remedies upon the occurrence of an
Indenture Event of Default, there are no Taxes payable by the
Pass Through Trustee imposed by the State of Connecticut or
any political subdivision or taxing authority thereof in
connection with the execution, delivery and performance by the
Pass Through Trustee of this Agreement, any of the Pass
Through Trust Agreements or the Intercreditor Agreement (other
than franchise or other Taxes based on or measured by any fees
or compensation received by the Pass Through Trustee for
services rendered in connection with the transactions
contemplated by any of the Pass Through Trust Agreements), and
such trusts will not be subject to any Taxes imposed by the
State of Connecticut or any political subdivision or taxing
authority thereof; upon the exercise of remedies following the
occurrence of an Indenture Event of Default, there will be no
Taxes payable by the Pass Through Trustee imposed by the State
of Connecticut or any political subdivision or taxing
authority thereof in connection with the execution, delivery
and performance by the Pass Through Trustee of this Agreement,
any of the Pass Through Trust Agreements or the Intercreditor
Agreement (other than franchise or other Taxes based on or
measured by any fees or compensation received by the Pass
Through Trustee for services rendered in connection with the
transactions contemplated by any of the Pass Through Trust
Agreements), and the trusts created by the Pass Through Trust
Agreements will not be subject to any Taxes imposed by the
State of Connecticut or any political subdivision thereof,
solely because the Pass Through Trustee maintains an office
in, and administers the trusts created

- 34 -
38
by the Pass Through Trust Agreements in, the State of
Connecticut;

(6) there are no pending or threatened actions or
proceedings against the Pass Through Trustee before any court
or administrative agency which individually or in the
aggregate, if determined adversely to it, would materially
adversely affect the ability of the Pass Through Trustee to
perform its obligations under this Agreement, the
Intercreditor Agreement or any Pass Through Trust Agreement;

(7) except for the issue and sale of the
Certificates contemplated hereby, the Pass Through Trustee has
not directly or indirectly offered any Equipment Notes for
sale to any Person or solicited any offer to acquire any
Equipment Notes from any Person, nor has the Pass Through
Trustee authorized anyone to act on its behalf to offer
directly or indirectly any Equipment Notes for sale to any
Person, or to solicit any offer to acquire any Equipment Notes
from any Person; and the Pass Through Trustee is not in
default under any Pass Through Trust Agreement; and

(8) the Pass Through Trustee is not directly or
indirectly controlling, controlled by or under common control
with the Owner Participant, the Owner Trustee, the Underwriter
or the Lessee.

(e) The Subordination Agent represents and warrants that:

(1) the Subordination Agent is a duly organized
national banking association, validly existing and in good
standing with the Comptroller of the Currency under the
federal laws of the United States of America and has the full
corporate power, authority and legal right under the federal
laws of the United States of America pertaining to its
banking, trust and fiduciary powers to execute and deliver
each of the Liquidity Facilities, the Intercreditor Agreement
and this Agreement and to perform its obligations under this
Agreement, the Liquidity Facilities and the Intercreditor
Agreement;

(2) this Agreement has been, and when executed and
delivered by the Subordination Agent, each of the Liquidity
Facilities and the Intercreditor Agreement will have been,
duly authorized, executed and delivered by the Subordination
Agent; this Agreement constitutes, and when executed and
delivered by the Subordination Agent, each of the Liquidity
Facilities and the Inter-

- 35 -
39
creditor Agreement, will constitute, the legal, valid and
binding obligations of the Subordination Agent enforceable
against it in accordance with their respective terms, except
as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at
law or in equity;

(3) none of the execution, delivery and performance
by the Subordination Agent of any of the Liquidity Facilities,
the Intercreditor Agreement and this Agreement or the
performance by the Subordination Agent of this Agreement,
contravenes any law, rule or regulation of the State of
Connecticut or any United States governmental authority or
agency regulating the Subordination Agent's banking, trust or
fiduciary powers or any judgment or order applicable to or
binding on the Subordination Agent and do not contravene or
result in any breach of, or constitute a default under, the
Subordination Agent's articles of association or by-laws or
any agreement or instrument to which the Subordination Agent
is a party or by which it or any of its properties may be
bound;

(4) neither the execution and delivery by the
Subordination Agent of any of the Liquidity Facilities, the
Intercreditor Agreement or this Agreement nor the consummation
by the Subordination Agent of any of the transactions
contemplated hereby or thereby requires the consent or
approval of, the giving of notice to, the registration with,
or the taking of any other action with respect to, any State
of Connecticut governmental authority or agency or any federal
governmental authority or agency regulating the Subordination
Agent's banking, trust or fiduciary powers;

(5) there are no Taxes payable by the Subordination
Agent imposed by the State of Connecticut or any political
subdivision or taxing authority thereof in connection with the
execution, delivery and performance by the Subordination Agent
of this Agreement, any of the Liquidity Facilities or the
Intercreditor Agreement (other than franchise or other taxes
based on or measured by any fees or compensation received by
the Subordination Agent for services rendered in connection
with the transactions contemplated by the Intercreditor
Agreement or any of the Liquidity Facilities) solely because
the Subordination Agent maintains an office and administers
its trust business in the State of

- 36 -
40
Connecticut, and there are no Taxes payable by the
Subordination Agent imposed by the State of Connecticut or any
political subdivision thereof in connection with the
acquisition, possession or ownership by the Subordination
Agent of any of the Equipment Notes solely because the
Subordination Agent maintains an office and administers its
trust business in the State of Connecticut (other than
franchise or other taxes based on or measured by any fees or
compensation received by the Subordination Agent for services
rendered in connection with the transactions contemplated by
the Intercreditor Agreement or any of the Liquidity
Facilities);

(6) there are no pending or threatened actions or
proceedings against the Subordination Agent before any court
or administrative agency which individually or in the
aggregate, if determined adversely to it, would materially
adversely affect the ability of the Subordination Agent to
perform its obligations under this Agreement, the
Intercreditor Agreement or any Liquidity Facility;

(7) the Subordination Agent has not directly or
indirectly offered any Equipment Note for sale to any Person
or solicited any offer to acquire any Equipment Note from any
Person, nor has the Subordination Agent authorized anyone to
act on its behalf to offer directly or indirectly any
Equipment Note for sale to any Person, or to solicit any offer
to acquire any Equipment Note from any Person; and the
Subordination Agent is not in default under any Liquidity
Facility; and

(8) the Subordination Agent is not directly or
indirectly controlling, controlled by or under common control
with the Owner Participant, the Owner Trustee, the Underwriter
or the Lessee.

(f) The Original Head Lessee represents and warrants that:

(1) it is duly incorporated, validly existing and in
good standing under the laws of the State of Connecticut and
has the corporate power and authority to carry on its present
business and operations and to own or lease its properties,
has the corporate power and authority to enter into and to
perform its obligations under this Agreement, Lease Amendment
No. 1, the Amended and Restated Head Lease TIA, the Amended
and Restated Sublease TIA and the SLV Letter Agreement
(collectively, the "Original Head Lessee Transaction

- 37 -
41
Documents"); each Original Head Lessee Transaction Document
has been duly authorized, and upon the execution and delivery
thereof will constitute, the legal, valid and binding
obligations of the Original Head Lessee enforceable against it
in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
rights of creditors generally and by general principles of
equity, whether considered in a proceeding at law or in
equity;

(2) neither (A) the execution and delivery by the
Original Head Lessee of this Agreement and each of the other
Original Head Lessee Transaction Documents nor (B) compliance
by it with all of the provisions hereof or thereof, (x) will
contravene any law or order of any court or governmental
authority or agency applicable to or binding on the Original
Head Lessee, or (y) will contravene the provisions of, or
constitutes or has constituted or will constitute a default
under, its certificate of incorporation or by-laws or any
indenture, mortgage, contract or other agreement or instrument
to which the Original Head Lessee is a party or by which it or
any of its property may be bound or affected, except where
such contravention or default would not result in any
liability to any other party hereto or have a material adverse
effect on the rights or on the remedies of the other parties
hereto or on its ability to perform its obligations hereunder
or thereunder;

(4) except as set forth in the Parent Guarantor's
most recent Form 20-F filed with the Commission, there are no
pending or, to its knowledge, threatened actions or
proceedings against the Original Head Lessee before any court
or administrative agency or arbitrator which, if determined
adversely to the Original Head Lessee, would materially
adversely affect the Original Head Lessee's ability to perform
its obligations under this Agreement or any other Original
Head Lessee Transaction Documents;

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42
(5) on the Restatement Date, the Trust Estate, the
Aircraft, the Airframe, each Engine and each Part shall be
free and clear of any and all Sublessor's Liens (as defined in
the Sublease);

(6) on the Delivery Date, the Owner Trustee
received good title to the Aircraft free and clear of all
Liens, except the rights of the Original Head Lessee under the
Original Lease, the rights of the Sublessee under the
Sublease, the Lien of the Original Indenture, the beneficial
interest of the Owner Participant in the Aircraft, and
Permitted Liens under the Original Lease;

(7) title to the Buyer Furnished Equipment for the
Aircraft has been transferred to the Owner Trustee in
accordance with Section 8(y) of the Participation Agreement.
As of the Restatement Date, there are no existing Claims
against Parent Guarantor or Original Head Lessee with respect
to Buyer Furnished Equipment; and

(8) except for the registration of the Aircraft
pursuant to the Federal Aviation Act, the filing for
recordation pursuant to the Federal Aviation Act (with
confidential financial terms redacted) of Lease Amendment No.
1, the Amended and Restated Lease, Lease Supplement ▇▇. ▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇, the First Amended and Restated
Indenture and Indenture Supplement No. 2, and each of the
other documents referred to in Annex A hereto, all with the
FAA, the filing of a Uniform Commercial Code ("UCC") amended
financing statement with the Secretary of State of the State
of Delaware with regard to the Original Lease, the filing of
UCC termination statements with regard to the Original Head
Lessee with the Secretary of State of the States of New York,
Connecticut and Arizona, the filing of a protective UCC
financing statement with the Secretary of State of the State
of Arizona with respect to the Lease, the filing of a UCC
termination statement with the Secretary of State of the State
of Arizona with respect to the Sublease, and the filing of a
UCC termination statement with the Secretary of State of the
State of Delaware with respect to the Initial Sublease
Assignment (as defined in the Original Lease) all of which
financing and termination statements shall have been duly
effected as of the Restatement Date (and assignments thereof
and continuation statements at periodic intervals), and other
than the taking of possession by the Indenture Trustee of the
original counterparts of the Original Lease, Lease Amendment
No. 1, the Amended and Restated Lease, and all Lease

- 39 -
43
Supplements thereto (to the extent the Lease constitutes
chattel paper), and the placing of the Lease identification
required by Section 6(e) of the Lease, no further filing or
recording of the Lease or of any other document (including any
financing statement under Article 9 of the UCC of the State of
Delaware, New York or Arizona) and no further action is
necessary, under the laws of the United States of America or
the States of Delaware, New York and Arizona in order to
perfect the Owner Trustee's interest in the Aircraft as
against the Lessee and any third parties, or to perfect the
security interest in favor of the Indenture Trustee in the
Owner Trustee's interest in the Aircraft and in the Lease.

(g) The Parent Guarantor represents and warrants that:

(1) it is duly organized and validly existing under
the laws of Ireland and has the corporate power and authority
to enter into and to perform its obligations under this
Agreement; this Agreement has been duly authorized and
constitutes the legal, valid and binding obligations of the
Parent Guarantor enforceable against it in accordance with its
terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the rights of creditors generally and
by general principles of equity, whether considered in a
proceeding at law or in equity;

(2) neither (A) the execution and delivery by the
Parent Guarantor of this Agreement nor (B) compliance by it
with all of the provisions hereof (x) will contravene any law
or order of any court or governmental authority or agency
applicable to or binding on the Parent Guarantor, or (y) will
contravene the provisions of, or constitutes or has
constituted or will constitute a default under, its Memorandum
and Articles of Association or any indenture, mortgage,
contract or other agreement or instrument to which the Parent
Guarantor is a party or by which it or any of its property may
be bound or affected, except where such contravention or
default would not result in any liability to any other party
hereto or have a material adverse effect on the rights or on
the remedies of the other parties hereto or on its ability to
perform its obligations hereunder or thereunder;

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44
thereunder) is or was required, as the case may be, for the
due execution, delivery or performance by the Parent Guarantor
of this Agreement;

(4) except as set forth in the Parent Guarantor's
most recent Form 20-F filed with the Commission, there are no
pending or, to its knowledge, threatened actions or
proceedings against the Parent Guarantor before any court or
administrative agency or arbitrator which, if determined
adversely to the Parent Guarantor, would materially adversely
affect the Parent Guarantor's ability to perform its
obligations under this Agreement;

(5) on the Restatement Date, the Trust Estate, the
Aircraft, the Airframe, each Engine and each Part shall be
free and clear of any and all Sublessor's Liens (as defined in
the Sublease); and

(6) The representations and warranties of the
Original Head Lessee contained in this Agreement are true and
correct in all respects on the date made (provided that the
representation and warranty with respect to Section 9(f)(8)
shall be only for the benefit of the Lessee).

SECTION 10. Transfer of Owner Participant's Interest. Owner
Participant shall not (i) directly or indirectly sell, assign, convey or
otherwise transfer (whether by operation of law, consolidation, merger, sale of
assets or otherwise) any of its right, title or interest in and to the Trust
Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the
Amended and Restated Head Lease TIA or any other Operative Document or any
proceeds therefrom or (ii) sell, transfer or otherwise dispose of (in one or
more related transactions) all or more than 75% of its property or assets
(based on the book value of such property and assets) unless such sale,
transfer or other disposition is made at the end of the lease term for any such
property or assets; provided that, subject to the conditions set forth below,
(1) Owner Participant may transfer to a Transferee (as defined below) all (but
not less than all) of its right (except for such rights accruing prior to
transfer), title and interest as an entirety in and to the Trust Estate, the
Aircraft, this Agreement, the Trust Agreement, the Amended and Restated Head
Lease TIA and each other Operative Document to which Owner Participant is a
party or by which Owner Participant is bound and (2) Owner Participant may
sell, transfer or otherwise dispose of all or substantially all of its property
or assets in a manner that would otherwise be prohibited by clause (ii) above
if, prior to any such sale, transfer or other disposition, Owner Participant
transfers to a Transferee (as defined below) all (but not less than all) of its
right (except for such rights accruing

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45
prior to transfer), title and interest as an entirety in and to the Trust
Estate, the Aircraft, this Agreement, the Trust Agreement, the Amended and
Restated Head Lease TIA and each other Operative Document to which Owner
Participant is a party or by which Owner Participant is bound; and provided
further, that, so long as [________________] shall be the Owner Participant
hereunder, nothing in this Section 10 shall restrict the right of any partner
of [_________________] to sell, assign, convey or otherwise transfer any of its
right, title or interest in [_______________]. Each such transfer shall be
subject to the following conditions, and Owner Participant agrees for the
express benefit of each party hereto that any such transfer will comply with
such conditions:

(i) the Person to whom such transfer is to be made (a
"Transferee") is either (A) a bank, trust company or other financial
institution with a combined capital, surplus and undivided profits of,
or a corporation with a tangible net worth of, in either case at least
$60,000,000, (B) any partnership in which such bank, trust company,
financial institution, or corporation (or a direct or indirect
subsidiary of such bank, trust company, financial institution or
corporation) is a general partner if such bank, trust company,
financial institution or corporation furnishes to Owner Trustee,
Indenture Trustee, Original Head Lessee and Lessee an agreement or
agreements of such bank, trust company, financial institution or
corporation guaranteeing such partnership's obligations as Owner
Participant contained in this Agreement, the Trust Agreement, the
Amended and Restated Head Lease TIA and each other Operative Document
to which Owner Participant is a party or by which it is bound, which
guarantee shall be substantially in the form attached as Exhibit A
hereto, (C) any direct or indirect wholly-owned subsidiary of such
bank, trust company, financial institution or corporation if such
bank, trust company, financial institution or corporation furnishes to
Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an
agreement or agreements of such bank, trust company, financial
institution or corporation guaranteeing such subsidiary's obligations
as Owner Participant contained in this Agreement, the Trust Agreement,
the Amended and Restated Head Lease TIA and each other Operative
Document to which Owner Participant is a party or by which it is
bound, which guarantee shall be substantially in the form attached as
Exhibit A hereto or (D) an Affiliate or a subsidiary of Owner
Participant if Owner Participant furnishes to Owner Trustee, Indenture
Trustee, Original Head Lessee and Lessee an agreement whereby Owner
Participant will guarantee such Affiliate's or subsidiary's
obligations as Owner Participant contained in this Agreement, the
Trust Agreement, the Amended and Restated Head Lease TIA and each
other Operative Document to

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46
which Owner Participant is a party or by which it is bound, which
guarantee shall be substantially in the form attached as Exhibit A
hereto;

(ii) Owner Trustee, Indenture Trustee, Original Head
Lessee and Lessee shall have received at least 15 days' prior written
notice of such transfer specifying the name and address of any
proposed transferee and specifying the facts necessary to determine
whether such proposed transferee qualifies as a "Transferee" under
clause (i) above and does not violate clause (vii) below; provided
that if such Transferee is an Affiliate or a subsidiary of Owner
Participant, such notice may be given promptly following rather than
prior to such transfer if such Transferee meets the net worth
requirement set forth above on its own account without a guarantee and
otherwise meets the requirements of this Section 10;

(iii) upon giving effect to such transfer, such Transferee
is a Citizen of the United States and such Transferee shall deliver to
Lessee an affidavit to such effect;

(iv) such Transferee has the requisite power and authority
and legal right to enter into and carry out the transactions
contemplated hereby;

(v) such Transferee enters into an agreement in
substantially the form attached as Exhibit B hereto whereby such
Transferee confirms that it shall be deemed a party to this Agreement,
the Trust Agreement, the Amended and Restated Head Lease TIA and each
other Operative Document to which Owner Participant is a party or by
which Owner Participant is bound, and in which such Transferee shall
agree to be bound by and undertake the obligations of Owner
Participant in the Operative Documents and shall make representations
and warranties comparable to those of Owner Participant contained
herein;

(vi) such transfer does not violate any provision of the
Federal Aviation Act or any rules or regulations promulgated
thereunder, or create a relationship that would be in violation
thereof, or violate any provisions of the Securities Act or any other
applicable Federal, state or other law, rule or regulation;

(vii) such Transferee is not an airline, a commercial air
carrier, an air freight forwarder, any Person engaged in the business
of parcel transport by air, or a subsidiary or an Affiliate of any
thereof or other similar Person;

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47
(viii) an opinion of counsel of the Transferee confirming
the matters referred to in clauses (iv) and (vi) above (with
appropriate reliance on certificates of corporate officers or public
officials as to matters of fact) and confirming that the agreement
referred to in clause (v) above is the legal, valid, binding and
enforceable obligation of the Transferee and that the guarantee
referred to in clause (i)(B), (C) or (D) above, if any, is the legal,
valid, binding and enforceable obligation of the Transferee's
guarantor shall be provided, at least 3 days prior to such transfer,
to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee,
which shall be in form and substance reasonably satisfactory to each
of them; and

(x) the terms of the Operative Documents and the Amended
and Restated Head Lease TIA shall not be altered.

Upon any such transfer, except as the context otherwise requires, such
Transferee shall be deemed "Owner Participant" for all purposes hereof and of
the Trust Agreement, the Amended and Restated Head Lease TIA and each other
Operative Document to which Owner Participant is a party or by which Owner
Participant is bound, and shall be deemed to have made the original
participation in the Aircraft previously made by Owner Participant; and except
as the context otherwise requires, each reference in this Agreement, the Trust
Agreement, the Amended and Restated Head Lease TIA and each other Operative
Document to "Owner Participant" shall thereafter be deemed to include such
Transferee as provided in this Section 10. No transfer shall release Owner
Participant from its obligations hereunder, under the Trust Agreement, the
Amended and Restated Head Lease TIA and under the other Operative Documents,
except to the extent expressly assumed by the Transferee in accordance with
this Section 10, provided, that notwithstanding such an assumption, in no event
shall Owner Participant be released from its obligations hereunder or under any
of the other Operative Documents with respect to claims under this Agreement or
under the Trust Agreement or the Amended and Restated Head Lease TIA by or
against Owner Participant which have accrued or been made prior to the date of
such transfer. The transferor Owner Participant shall pay the reasonable
expenses of each party hereto related to any such transfer.

Each party hereto agrees, upon the request of Owner
Participant, to use reasonable efforts to cooperate at no cost or expense to it
with Owner Participant in complying with its obligations under the provisions
of clause (A) of paragraph (6) of Section 9(c), provided that such cooperation
shall not be subject to the indemnity in Section 13 of the Lease. The Lessee
shall have no obligation to prevent any such deregistration or assist in
maintaining or otherwise enhancing the Aircraft's eligibility for registration
by restricting the use of the Aircraft.

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48
SECTION 11. Re-Registration of the Aircraft. The Indenture
Trustee agrees, that if the Owner Participant consents thereto, which consent
shall not be unreasonably withheld, at any time after the Restricted Use
Period, Lessee may, in connection with effecting a Permitted Sublease elect to
effect a change in registration of the Aircraft, at Lessee's cost and expense,
so long as (a) the country of registry of the Aircraft is a country listed on
Exhibit C hereto (or such other country as the Owner Participant approves) and
(b) the following conditions are met: (i) unless the country of registry is
Taiwan, the United States of America maintains normal diplomatic relations with
the country of registry of the Aircraft, and if the country of registry is
Taiwan, the United States of America maintains diplomatic relations at least as
good as those in effect on the Restatement Date; and (ii) the Owner Trustee,
the Owner Participant and the Indenture Trustee shall have received favorable
opinions (subject to customary exceptions) addressed to each such party, from
counsel of recognized reputation qualified in the laws of the relevant
jurisdiction and reasonably acceptable to the Owner Participant to the effect
of the following and as to such other matters as the Owner Participant may
reasonably request:

(A) the Owner Trustee's ownership interest in the
Aircraft and interest in the Lease and any Permitted Sublease shall be
recognized under the laws of such jurisdiction,

(B) the obligations of Lessee, and the rights and
remedies of the Owner Trustee, under the Lease shall remain valid,
binding and (subject to customary bankruptcy and equitable remedies
exceptions and to other exceptions customary in foreign opinions
generally) enforceable under the laws of such jurisdiction (or the
laws of the jurisdiction to which the laws of such jurisdiction would
refer as the applicable governing law),

(C) after giving effect to such change in registration,
the Lien of the Indenture on the Owner Trustee's right, title and
interest in and to the Aircraft, the Lease and any Permitted Sublease
shall continue as a valid and duly perfected security interest (and
will not adversely affect the validity of the opinions stated in
paragraphs 5(a) and 5(b) of the opinion letter delivered by
Freshfields on the Restatement Date in connection with the
transactions contemplated by this Agreement) and all filing, recording
or other action necessary to protect the same and the Owner Trustee's
ownership interest in the Aircraft shall have been accomplished (or,
if such opinion cannot be given at the time of such proposed change in
registration because such change in registration is not yet effective,
(1) the opinion shall detail what filing, recording or other action is
necessary and (2) the Owner Trustee and the Indenture

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49
Trustee shall have received a certificate from Lessee that all
possible preparations to accomplish such filing, recording and other
action shall have been done, and such filing, recording and other
action shall be accomplished and a supplemental opinion to that effect
shall be delivered to the Owner Trustee and the Indenture Trustee on
or prior to the effective date of such change in registration),

(D) it is not necessary, solely as a consequence of such
change in registration and without giving effect to any other activity
of the Owner Trustee, the Owner Participant or the Indenture Trustee
(or any Affiliate thereof), as the case may be, for the Owner Trustee,
the Owner Participant or the Indenture Trustee to qualify to do
business in such jurisdiction,

(E) there is no tort liability of the owner of an
aircraft not in possession thereof under the laws of such jurisdiction
(it being agreed that, in the event such latter opinion cannot be
given in a form satisfactory to the Owner Participant, such opinion
shall be waived if insurance reasonably satisfactory to the Owner
Participant is provided to cover such risk),

(F) (unless Lessee shall have agreed, or pursuant to the
Lease shall have been required, to provide insurance covering the risk
of requisition of use of such Aircraft by the government of such
jurisdiction so long as such Aircraft is registered under the laws of
such jurisdiction) the laws of such jurisdiction require fair
compensation by the government of such jurisdiction payable in
currency freely convertible into Dollars for the loss of use of such
Aircraft in the event of the requisition by such government of such
use.

In addition, as a condition precedent to any such change in registration, (i)
the insurance required by Section 12 of the Lease shall be in full force and
effect at the time of such change in registration after giving effect to such
change in registration and the Owner Trustee and the Indenture Trustee shall
have received a certificate of the type described in Section 12(f) of the
Lease, and (ii) the aircraft maintenance standards of the new country of
registry shall be not materially less stringent from those of the United States
of America or not materially less stringent from those of the United Kingdom
and the Owner Trustee and the Indenture Trustee shall have received a
certificate to such effect signed by the President, any Executive Vice
President or any Senior Vice President of Lessee which certificate shall, as
among the parties hereto, be presumed to be correct as to the matters stated
therein absent conclusive evidence to the contrary. Lessee shall pay all
reasonable costs, expenses, fees, and recording and registration taxes,
including

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50
the reasonable fees and expenses of counsel to the Owner Trustee, the Owner
Participant and the Indenture Trustee, and other charges in connection with any
such change in registration.

SECTION 12. Quiet Enjoyment. Each of the Trust Company,
Owner Trustee, Owner Participant (as to itself and as to Owner Trustee),
Indenture Trustee in its individual capacity and as Indenture Trustee and on
behalf of the Note Holders, the Pass Through Trustee and the Subordination
Agent severally covenants and agrees that during the Term, so long as no Lease
Event of Default shall have occurred and be continuing and the Lease shall not
have been declared or deemed in default, no action shall be taken or caused to
be taken by it or a Person lawfully claiming by, through or on behalf of it to
interfere with the right of Lessee or any Permitted Sublessee to the
possession, use, operation and quiet enjoyment of and other rights with respect
to the Aircraft under the Lease, and all rents, revenues, profits and income
therefrom, in accordance with the terms of the Lease; provided that the Trust
Company, Owner Trustee and Owner Participant shall not be liable for any such
interference by Indenture Trustee, Pass Through Trustee, holders of any
Equipment Notes, or any other Person lawfully claiming by, through or on behalf
of them.

SECTION 13. Liens. Each of the Trust Company, Owner Trustee
and Owner Participant severally covenants and agrees with each other party
hereto that it shall not cause or permit to exist a Lessor's Lien or Head
Lessor's Lien attributable to it with respect to the Aircraft or any other
portion of the Trust Estate or the Indenture Estate. Each of Trust Company,
Owner Trustee and Owner Participant severally agrees that it will promptly, at
its own expense (and without any right of indemnification or reimbursement from
Lessee), take such action as may be necessary duly to discharge any such
Lessor's Lien or Head Lessor's Lien attributable to it and to make restitution
to the Trust Estate and the Indenture Estate for any diminution of the assets
thereof resulting therefrom and will indemnify and hold harmless Lessee and
each Indemnitee against any claims incurred or suffered by any such Person and
any reduction in amounts payable out of, or diminution in the assets of, the
Trust Estate or the Indenture Estate resulting from any such Lessor's Lien or
Head Lessor's Lien attributable to it. For all purposes of this Agreement and
the other Operative Documents, any Lessor's Lien or Head Lessor's Lien arising
as a result of the nonpayment of any Tax imposed on or measured by the net
income of the Trust Estate or the trust created by the Trust Agreement that is
not indemnifiable by Lessee or Original Head Lessee shall be deemed to be
attributable to Owner Participant, and Owner Participant shall be responsible
for all Lessor's Liens attributable to Owner Participant and Owner Trustee.

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51
Each of the Indenture Trustee, Pass Through Trustee and
Subordination Agent severally covenants and agrees with each other party hereto
that it shall not cause or permit to exist a Trustee's Lien (as defined below)
attributable to it with respect to the Aircraft or any other portion of the
Trust Estate or the Indenture Estate. Each of Indenture Trustee, Pass Through
Trustee and Subordination Agent severally agrees that it will promptly, at its
own expense (and without any right of indemnification or reimbursement from
Lessee), take such action as may be necessary duly to discharge any such
Trustee's Lien attributable to it and to make restitution to the Trust Estate
and the Indenture Estate for any diminution of the assets thereof resulting
therefrom and will indemnify and hold harmless Lessee and each Indemnitee
against any claims incurred or suffered by any such Person and any reduction in
amounts payable out of, or diminution in the assets of, the Trust Estate or the
Indenture Estate resulting from any such Trustee's Lien attributable to it.
For purposes of this paragraph, "Trustee's Lien" means any Lien or disposition
of title attributable to Indenture Trustee in its individual capacity (and not
as Indenture Trustee), Pass Through Trustee in its individual capacity (and not
as Pass Through Trustee) or Subordination Agent in its individual capacity (and
not as Subordination Agent) on or in respect of (as the case may be) the
Aircraft or any other portion of the Trust Estate or the Trust Indenture Estate
arising as a result of (i) Claims against such Person not related to its
interest in the Aircraft or the administration of the Trust Estate or the Trust
Indenture Estate pursuant to the Indenture, whether under Section 9-207(2)(e)
of the Uniform Commercial Code or otherwise, (ii) acts or omissions of such
Person not contemplated hereunder or under the other Operative Documents, or
acts or omissions of such Person which are in violation of any of the Operative
Documents, (iii) Taxes imposed on or Claims against such Person which are
excluded from indemnification by Lessee, or (iv) Claims against such Person
arising out of the voluntary or involuntary transfer by such Person of all or
any portion of its interest in the Aircraft, the Airframe, any Engine, the
Trust Estate, the Trust Indenture Estate or the Operative Documents (except a
Claim resulting from the exercise of remedies under and in accordance with the
Indenture or for a transfer provided for in the Operative Documents).

Each of the Original Head Lessee and Parent Guarantor jointly
and severally covenants and agrees with each other party hereto that it shall
not cause or permit to exist a Sublessor's Lien (as defined in the Sublease)
attributable to it or other Lien or disposition of title created by or through
Original Head Lessee, Parent Guarantor or any Affiliate of either thereof which
would have constituted a Sublessor's Lien had the Sublease remained in effect
with respect to the Aircraft or any other portion of the Trust Estate or the
Indenture Estate. Each of the Original Head Lessee and Parent Guarantor
severally agrees that

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52
it will promptly, at its own expense (and without any right of indemnification
or reimbursement from Lessee), take such action as may be necessary duly to
discharge any such Sublessor's Lien attributable to it or other Lien or
disposition of title created by or through Original Head Lessee, Parent
Guarantor or any Affiliate of either thereof which would have constituted a
Sublessor's Lien had the Sublease remained in effect and to make restitution to
the Trust Estate and the Indenture Estate for any diminution of the assets
thereof resulting therefrom and will indemnify and hold harmless Lessee and
each Indemnitee against any claims incurred or suffered by any such Person and
any reduction in amounts payable out of, or diminution in the assets of, the
Trust Estate or the Indenture Estate resulting from any such Sublessor's Lien
attributable to it or other Lien or disposition of title created by or through
Original Head Lessee, Parent Guarantor or any Affiliate of either thereof which
would have constituted a Sublessor's Lien had the Sublease remained in effect.

In no event will Lessee be liable for any Claims resulting
from, pertaining to, arising from, or related to the granting, creation or
existence of a Lessor's Lien, a Head Lessor's Lien, a Lenders' Lien, or a
Sublessor's Lien (including, without limitation, Claims against Lessor and
Original Head Lessee with respect to Buyer Furnished Equipment) or other Lien
or disposition of title created by or through Original Head Lessee, Parent
Guarantor or any Affiliate of either thereof which would have constituted a
Sublessor's Lien had the Sublease remained in effect.

The Parent Guarantor covenants and agrees that it shall cause
the Original Head Lessee to perform its obligations under this Section 13.

SECTION 14. Certain Additional Provisions Relating to
Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner
Participant. (a) Each of Owner Participant and Trust Company hereby agrees
with Lessee and Indenture Trustee (i) to comply with the terms of the Trust
Agreement, (ii) not to amend, supplement, or otherwise modify the Trust
Agreement except in accordance with the terms thereof, provided that any such
amendment, supplement or modification shall not adversely affect the Lessee or
the Lien of the Indenture, and (iii) not to terminate or revoke the Trust
Agreement except in accordance with the terms thereof, provided that any such
termination or revocation shall not adversely affect the Lessee or the Lien of
the Indenture.

(b) Notwithstanding anything to the contrary in the Trust
Agreement or Section 14(a) hereof, but subject always to the provisions of
Section 14(c) hereof, Owner Participant shall not consent to or direct a change
in the situs of the Trust

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53
Estate so long as a successor Owner Trustee meeting the requirements of the
Trust Agreement is reasonably available at the present situs of the Trust
Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee
shall have been given 30 days' prior notice thereof and (B) if, within 15 days
after notice of such a proposed change is given to Lessee and the Original Head
Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant
and Owner Trustee (at the expense of Owner Participant) an opinion of counsel,
which counsel shall be reasonably satisfactory to Owner Participant and Owner
Trustee, to the effect that such proposed change in the situs of the Trust
Estate would have an adverse effect on the rights or obligations of Lessee or
Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner
Participant and Owner Trustee (at the expense of Owner Participant) an opinion
of counsel, which counsel shall be reasonably satisfactory to Owner Participant
and Owner Trustee, to the effect that such proposed change in the situs of the
Trust Estate would cause an increase in the amount for which Lessee may be
required to indemnify any Person pursuant to the provisions of Section 10 of
the Lease or for which Original Head Lessee is required to indemnify any Person
pursuant to the provisions of the Amended and Restated Head Lease TIA, unless
any and all Persons entitled to indemnification pursuant to Section 10 of the
Lease or applicable provision of the Amended and Restated Head Lease TIA shall
waive indemnification under Section 10 of the Lease or applicable provision of
the Amended and Restated Head Lease TIA for any adverse tax or other
consequences to it of such a change in the situs of the Trust Estate, (C)
unless Indenture Trustee receives from Owner Participant an opinion of counsel,
which counsel shall be reasonably satisfactory to Indenture Trustee, to the
effect that such proposed change in the situs of the Trust Estate would not
have an adverse effect on the validity or priority of the Lien of the Indenture
and that such Uniform Commercial Code and FAA filings as are required to
maintain the validity and priority of the Lien of Indenture have been made, and
(D) such change does not affect the registration of the Aircraft.

(c) Owner Participant agrees that if, at any time, the Trust
Estate has become, or in Lessee's good faith opinion will become, subject to
any Taxes for which it is indemnified pursuant to Section 10 of the Lease and
if, as a consequence thereof, Lessee should request that the situs of the trust
be moved to another state in the United States of America from the state in
which it is then located, the situs of the trust shall be moved and Owner
Participant will take whatever action may be requested by Lessee that is
reasonably necessary to accomplish such removal; provided that (A) Lessee shall
provide such additional tax indemnification with respect to such change of
situs and request of Lessee as Original Head Lessee, Owner Participant or the
Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the
Lease and the exclusions in the Amended and

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54
Restated Head Lease TIA) may reasonably request, (B) promptly after notice
thereof Owner Participant has not notified Lessee and provided reasonable
evidence of an adverse effect on Owner Participant's rights or obligations
under the Trust Agreement, (C) Indenture Trustee shall have received an opinion
of counsel selected by Lessee, which counsel shall be reasonably satisfactory
to Indenture Trustee, to the effect that the validity and priority of the Lien
of the Indenture will not be adversely affected by such action, and that such
Uniform Commercial Code and FAA filings as are required to maintain the
validity and the priority of the Lien of the Indenture have been made, (D)
Owner Participant and Indenture Trustee shall have received an opinion or
opinions of counsel selected by Owner Participant to the effect that, with
customary exceptions, (I) the trust, as thus removed, shall remain a validly
established trust, (II) any amendments to the Trust Agreement or the Indenture
necessitated by such removal shall have been duly authorized, executed and
delivered by the parties thereto and shall constitute the legal, valid and
binding obligations of such parties, enforceable in accordance with their
terms, (III) if such removal involves the replacement of Owner Trustee, an
opinion of counsel to such successor Owner Trustee in form and substance
reasonably satisfactory to Indenture Trustee and to Owner Participant covering
the matters described in the opinion described in Section 3(j) hereof, and (IV)
covering such other matters as Owner Participant or the Indenture Trustee may
reasonably request, and (E) Lessee shall indemnify and hold harmless on an
after tax basis Owner Trustee, Owner Participant and their respective
Affiliates and Indenture Trustee against any and all reasonable and actual
costs and expenses including reasonable attorneys' fees and disbursements,
registration, recording or filing fees and other Taxes incurred by Owner
Trustee, Owner Participant and their respective Affiliates, or Indenture
Trustee in connection with such change of situs and shall indemnify and hold
harmless Owner Participant, Owner Trustee and their respective Affiliates, and
Indenture Trustee on an after tax basis (subject to the exclusions set forth in
Section 10(b) of the Lease and the Amended and Restated Sublease TIA) from and
against any increase in Taxes borne by such Person that results from such
change in situs. In no event shall any change in situs of the trust affect
Original Head Lessee's rights or obligations under the Amended and Restated
Head Lease TIA.

(d) Owner Trustee or any successor may resign or be removed
by Owner Participant, a successor Owner Trustee may be appointed, and a
corporation may become Owner Trustee under the Trust Agreement, only in
accordance with the provisions of Article X of the Trust Agreement. Owner
Participant agrees promptly to appoint a successor Owner Trustee in the event
that Owner Participant has actual knowledge that Owner Trustee is not in
compliance with its covenants contained herein. No successor Owner Trustee
shall be appointed unless Lessee and Indenture

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55
Trustee shall have given written consent thereto, which consent shall not be
unreasonably withheld. Owner Participant will not instruct Owner Trustee to
terminate any Operative Document or take any action thereunder in violation of
the terms thereof. Owner Participant shall not transfer any interest in the
Trust Estate except in compliance with Section 10 hereof and the Trust Company
shall not permit Owner Trustee to engage in any business other than owning and
leasing the Aircraft as contemplated hereby. Lessee shall pay expenses on an
after tax basis relating to the resignation or, if requested by Lessee, the
removal of Owner Trustee, provided that the Owner Participant shall pay
expenses relating to the removal of the Owner Trustee, if such removal was
solely at the request of the Owner Participant.

(e) The Trust Company agrees that if at any time it shall
obtain actual knowledge that it has ceased to be or will likely cease to be a
Citizen of the United States, it will promptly resign as Owner Trustee (if and
so long as such citizenship is necessary under such Federal Aviation Act or any
other law to permit the continued registration of the Aircraft in the name of
the Lessor or, if it is not necessary, if and so long as Owner Trustee's
citizenship would have any material adverse effect on any holder of Equipment
Notes, the Lessee or any Permitted Sublessee), effective upon the appointment
of the successor Owner Trustee in accordance with Section 10.1 of the Trust
Agreement.

(f) The Owner Participant hereby instructs the other
parties hereto to deal directly with the Managing Partner as managing partner
of the Owner Participant and the Owner Participant agrees that the other
parties hereto will be entitled to rely conclusively on any consent, waiver,
approval or other action taken by the Managing Partner as managing partner of
the Owner Participant.

SECTION 15. Certain Retained Rights and Releases. (a) Each
of Owner Trustee, Indenture Trustee, Lessee and Owner Participant hereby agrees
and consents to and confirms that it is bound by the terminations, assignments,
delegations, releases and amendments set forth in or contemplated by Lease
Amendment No. 1 and the Amended and Restated Lease.

(b) Each of Parent Guarantor, Original Head Lessee and
Lessee agree as among themselves that the following rights, benefits,
obligations and liabilities (such rights, benefits, obligations and liabilities
are, collectively, the "Retained Sublease Rights and Obligations"), shall
survive the termination of the Sublease and the Sublease Guaranty: (i) Lessee,
Original Head Lessee and Parent Guarantor shall retain all rights, benefits,
obligations and liabilities under the Sublease, including that Sublessee shall
remain liable for all of its obligations under Sections 10 and 13 of the
Sublease, with

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56
respect to the period up to (but excluding) the Restatement Date and each of
Parent Guarantor, Original Head Lessee and Lessee shall retain all rights and
liabilities under any provision of the Sublease which by the express terms
thereof survives the termination or expiration thereof (including, without
limitation, any such liability arising from and including the Restatement Date
under the Sublease in respect of the period up to (but excluding), or acts or
omissions or circumstances arising prior to (but excluding), the Restatement
Date), (ii) all rights, benefits, obligations and liabilities under the
Sublease TIA (which rights, benefits, obligations and liabilities are amended
and restated as of the Restatement Date) and (iii) Original Head Lessee and
Parent Guarantor shall remain liable to Sublessee under the Sublease and the
Sublease Guaranty for Sublessor's Liens (as therein defined); all of which
rights, benefits, obligations and liabilities shall expressly survive the
termination of the Sublease and the Sublease Guaranty. In furtherance of the
foregoing, it is agreed that (x) Original Head Lessee shall continue to be
liable to the Sublessee as and to the extent provided hereunder for removal of
Sublessor's Liens and (y) Parent Guarantor is hereby released from any and all
obligations and liabilities under the Sublease Guaranty, other than in respect
of the obligations and liabilities of the Original Head Lessee in respect of
Sublessor's Liens as provided above.

(c) Each of the Lessee, Owner Trustee and Owner
Participant agree as among themselves that the following rights, benefits,
obligations and liabilities shall survive the termination of the Sublease:
Lessee, and Owner Trustee, Owner Participant and the other "Indemnitees" (as
such term is defined in the Sublease) other than Original Head Lessee and
Parent Guarantor, shall retain all rights, benefits, obligations and
liabilities under the Sublease, including that Sublessee shall remain liable
for all of its obligations under Sections 10 and 13 of the Sublease, with
respect to the period up to (but excluding) the Restatement Date and each of
Lessee, Owner Trustee and Owner Participant shall retain all rights and
liabilities under any provision of the Sublease which by the express terms
thereof survives the termination thereof (including, without limitation, any
such liability arising on or after the Restatement Date under the Sublease in
respect of the period up to (but excluding), or acts or omissions or
circumstances arising prior to (but excluding), the Restatement Date), all of
which rights, benefits, obligations and liabilities shall expressly survive the
termination of the Sublease. In furtherance of the foregoing, it is agreed by
Sublessee that the indemnities contained in Sections 10 and 13 of the Sublease
are expressly made for the benefit of and shall be enforceable by each
Indemnitee (as such term is defined in the Sublease).

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57
(d) Except with respect to the Sublease and the Sublease
TIA to the extent provided in Section 15(b) and (c) hereof, it is expressly
understood and agreed by each of the parties hereto that the Original Head
Lessee and the Parent Guarantor shall, as of the Restatement Date, have no
liabilities or obligations under the "Operative Documents" (as defined in the
Original Head Lease as in effect immediately prior to (but excluding) the
Restatement Date and excluding the Head Lease TIA (which rights, benefits,
obligations and liabilities are amended and restated as of the Restatement
Date)) and are released from all such obligations and liabilities, except the
Original Head Lessee and the Parent Guarantor pursuant to the Parent Head Lease
Guaranty (i) shall continue to be liable to the parties hereto for the removal
of any Sublessor's Liens and (ii) (without releasing Sublessor as provided in
the Sublease) each of the Original Head Lessee, the Parent Guarantor, the Owner
Trustee, the Indenture Trustee and the Owner Participant agree as among
themselves and for the benefit of the other "Indemnitees" (as such term is
defined in the Original Head Lease) that all rights, benefits, obligations and
liabilities under Sections 7(c) and 7(d) of the Participation Agreement with
respect to the period up to (but excluding) the Restatement Date and under any
other provision of the Participation Agreement which by the express terms
thereof survives the termination thereof (including, without limitation, any
such liability arising from and including the Restatement Date under the
Participation Agreement in respect of the period up to (but excluding), or acts
or omissions or circumstances arising prior to (but excluding), the Restatement
Date) shall survive the termination of the Participation Agreement, the
Original Head Lease and the Parent Head Lease Guaranty (the foregoing surviving
rights, benefits, obligations and liabilities of Parent Guarantor and Original
Head Lessee, are, collectively, the "Retained Head Lease Rights and
Obligations"). In furtherance of the foregoing, the parties hereto consent and
agree that the Parent Guarantor is hereby released from any and all
"Obligations" under and as defined in the Parent Head Lease Guaranty, except in
respect of the Retained Head Lease Rights and Obligations and except in respect
of the Amended and Restated Head Lease TIA, the "Obligations" in respect of
which shall continue in full force and effect in accordance with the Parent
Head Lease Guaranty and are hereby ratified and confirmed by the Parent
Guarantor.

SECTION 16. Certain Additional Obligations of the Lessee, the
Owner Trustee, the Owner Participant and the Indenture Trustee. Each of
Lessee, Owner Trustee, Owner Participant and Indenture Trustee hereby covenants
and agrees for the benefit of each other that it will be bound by the terms of
the other Operative Documents to which it or its applicable trustee is a party,
and comply with and perform its agreements, covenants and indemnities set forth
in the other Operative Documents (the provisions of which are hereby
incorporated herein) to which it

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58
or its applicable trustee is a party, as amended, supplemented or otherwise
modified from time to time as permitted hereby.

SECTION 17. Lessee Protection of Title. Each of the Owner
Trustee and the Indenture Trustee agrees to execute and deliver such documents
or other instruments as the Lessee may reasonably request to enable the Lessee
to perform its obligations under Section 15 of the Lease for the benefit of
such Person.

SECTION 18. Jurisdictional and Related Matters.

(a) Jurisdiction. Each of Owner Participant, Owner
Trustee, Trust Company, Indenture Trustee, Original Head Lessee, Parent
Guarantor and Lessee (i) hereby irrevocably submits for itself and its property
to the nonexclusive jurisdiction of the courts of the State of New York in New
York County, and to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York, for the purposes of any suit,
action or other proceeding arising out of this Agreement, the Lease or any
other Operative Document or any of the transactions contemplated hereby or
thereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as
a defense, or otherwise, in any such suit, action or proceeding, to the extent
permitted by applicable law, any immunity (including, without limitation,
sovereign immunity), that the suit, action or proceeding is brought in an
inconvenient forum, that the venue of the suit, action or proceeding is
improper, or that this Agreement, the Lease or any other Operative Document or
any of the transactions contemplated hereby or thereby may not be enforced in
or by such courts.

(b) Service of Process. Lessee generally consents to
service of process by registered mail, return receipt requested, addressed to
it at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other office
of Lessee as from time to time may be designated by Lessee in writing to Owner
Trustee, Original Head Lessee, Owner Participant and Indenture Trustee. Parent
Guarantor hereby appoints Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Attention:
▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
as its agent for service of process, and covenants and agrees that service of
process in any suit, action or proceeding may be made upon it at the office of
such agent or such other office of Parent Guarantor or such other agent, as
from time to time may be designated by Parent Guarantor in writing to Owner
Trustee, Owner Participant and Indenture Trustee. Original Head Lessee hereby
generally consents to service of process by registered mail, return receipt
requested, addressed to it c/o GPA Corporation at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other office of Original Head Lessee as
from time to time may be designated by Original Head Lessee in writing to Owner
Trustee, Owner Participant and

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59
Indenture Trustee. Owner Participant generally consents to service of process
by registered mail, return receipt requested, addressed to it c/o
[______________________________] or such other office of Owner Participant as
from time to time may be designated by Owner Participant in writing to Owner
Trustee, Original Head Lessee, Lessee and Indenture Trustee. Owner Trustee
generally consents to service of process by registered mail, return receipt
requested, addressed to it at ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or such other office of Owner Trustee as from
time to time may be designated by Owner Trustee in writing to Owner
Participant, Original Head Lessee, Lessee and Indenture Trustee. Indenture
Trustee generally consents to service of process by registered mail, return
receipt requested, addressed to it at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other office of Indenture Trustee as from time to
time may be designated in writing to Owner Participant, Original Head Lessee,
Owner Trustee and Lessee.

(c) Judgments. A final judgment (the enforcement of
which has not been stayed) against Owner Participant, Owner Trustee, Lessee,
Original Head Lessee, Parent Guarantor and Indenture Trustee obtained in any
suit in the court of the State of New York in New York County or in the United
States District Court for the Southern District of New York shall be
conclusive, and, to the extent permitted by applicable law, may be enforced in
other jurisdictions by suit on the judgment, a certified or true copy of which
shall be conclusive evidence of the fact and of the amount of any indebtedness
or liability of Lessee therein described; provided that the plaintiff at its
option may bring suit, or institute other judicial proceedings against, Lessee
or any of its assets in the courts of any country or place where Lessee or such
assets may be found.

SECTION 19. Limitation on Recourse. The provisions of
Section 2.03(a) of the Indenture are hereby incorporated herein by reference
mutatis mutandis as fully and with the same force and effect as if set forth in
full.

SECTION 20. Notices. Unless otherwise specifically provided
herein, all notices required or permitted by the terms of this Agreement shall
be in English and in writing, and shall be sent to the Original Head Lessee,
the Parent Guarantor, the Lessee, the Owner Participant, the Owner Trustee, the
Pass Through Trustee, the Subordination Agent or the Indenture Trustee, at
their respective addresses or facsimile numbers set forth below the signatures
of such parties at the foot of this Agreement and any such notice shall become
effective when received.

SECTION 21. Expenses. (a) Subject to receipt by the
Original Head Lessee of invoices therefor in reasonable detail,

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60
all of the reasonable out-of-pocket costs, fees and expenses incurred by the
Lessee, the Owner Trustee, the Owner Participant, the Pass Through Trustee, the
Subordination Agent, the Liquidity Provider, the Indenture Trustee and the
Original Certificate Holders in connection with the transactions contemplated
by this Agreement, the other Operative Documents, the Lease, the Pass Through
Trust Agreements, the Intercreditor Agreement, the Liquidity Facilities and the
Underwriting Agreement (except, in each case, as otherwise provided therein)
shall be paid by the Original Head Lessee, including, without limitation:

(1) the reasonable fees, expenses and disbursements
allocable to the Equipment Notes issued under the Indenture of (A)
▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Indenture Trustee,
(B) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Pass Through
Trustee and the Subordination Agent, (C) Morris, James, Hitchens &
▇▇▇▇▇▇▇▇, special counsel for the Owner Trustee, (D) ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
& Peregrin, special counsel in Oklahoma City, Oklahoma and (E)
Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Underwriter;

(2) the reasonable fees, expenses and disbursements of
White & Case, special counsel for the Owner Participant;

(3) the reasonable fees, expenses and disbursements of
▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P. and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the
Lessee;

(4) underwriting fees and commissions;

(5) the initial fees and expenses of the Liquidity
Provider, the Pass Through Trustee, the Indenture Trustee, the Owner
Trustee and the Subordination Agent;

(6) the costs of filing and recording documents with the
FAA and filing Uniform Commercial Code financing statements in the
United States of America; and

(7) the reasonable fees, expenses and disbursements of
White & Case, special counsel for the Liquidity Provider.

(b) In the event that the transactions contemplated by
this Section 21 and the agreements referred to herein are not consummated, the
Original Head Lessee shall bear and pay all costs, expenses and fees referred
to in this Section 21.

SECTION 22. Reliance of Liquidity Provider. Each of the
parties hereto agrees and acknowledges that the Liquidity

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61
Provider shall be a third party beneficiary of each of the representations and
warranties made herein by such party, and that the Liquidity Provider may rely
on such representations and warranties to the same extent as if such
representations and warranties were made to the Liquidity Provider directly.
The terms of this Agreement shall inure to the benefit of the Liquidity
Provider, its successors and permitted assigns.

SECTION 23. Miscellaneous. (a) Provided that the
transactions contemplated hereby have been consummated, and except as otherwise
provided for herein, the representations and warranties herein of the Original
Head Lessee, the Parent Guarantor, the Lessee, the Owner Trustee, the Indenture
Trustee, the Owner Participant, the Subordination Agent and the Pass Through
Trustee shall survive the execution and delivery of this Agreement. This
Agreement may be executed in any number of counterparts (and each of the
parties hereto shall not be required to execute the same counterpart). Each
counterpart of this Agreement, including a signature page executed by each of
the parties hereto, shall be an original counterpart of this Agreement, but all
of such counterparts together shall constitute one instrument. Neither this
Agreement nor any of the terms hereof may be terminated, amended, supplemented,
waived or modified orally, but only by an instrument in writing signed by each
party hereto; and no such termination, amendment, supplement, waiver or
modification shall be effective unless a signed copy thereof shall have been
delivered to each party hereto. The index preceding this Agreement and the
headings of the various Sections of this Agreement are for convenience of
reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the Original Head Lessee and its successors and
permitted assigns, the Parent Guarantor and its successors and permitted
assigns, the Lessee and its successors and permitted assigns, the Pass Through
Trustee and its successors as Pass Through Trustee (and any additional trustee
appointed) under any of the Pass Through Trust Agreements, the Indenture
Trustee and its successors as Indenture Trustee (and any additional Indenture
Trustee appointed) under the Indenture, the Subordination Agent and its
successors as Subordination Agent under the Intercreditor Agreement, the Owner
Trustee and its successors as Owner Trustee under the Trust Agreement, and the
Owner Participant and its successors and permitted assigns. No purchaser or
holder of any Equipment Notes shall be deemed to be a successor or assign of
any holder of the Original Certificates.

(b) Upon the release of the Aircraft from the lien of the
Indenture and the termination of the Indenture pursuant to and in accordance
with Section 10.01 thereof, each requirement in the Operative Documents that
the consent of Indenture Trustee be

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62
obtained or that the Indenture Trustee be given notice shall be of no further
force and effect.

(c) The Lessee agrees for the express benefit of the
Indenture Trustee to perform its obligations under Section 8(k) of the Lease.

(d) The parties hereto agree for the benefit of the
Lessee that the Lessee can rely on the options, elections, determinations,
consents, approvals, waivers and notices given, exercised or made by the Owner
Trustee under the Lease to the extent reserved to the Owner Trustee pursuant to
Section 5.10(d) of the Indenture.

(e) Notwithstanding anything to the contrary in any
Operative Document, the parties hereto hereby agree that the Put Termination
Agreement and the Deed of Indemnity (as such terms are defined herein) shall
not constitute Operative Documents or Financing Documents.

SECTION 24. Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THIS AGREEMENT IS BEING DELIVERED IN
THE STATE OF NEW YORK.

SECTION 25. Effectiveness. The parties hereto agree that
this Agreement shall be effective among all such parties on and as of the
Restatement Date.

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63
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.

AMERICA WEST AIRLINES, INC.

By:
------------------------------------
Name:
Title:

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Telex: 755089 (Answerback:
AMERWEST)
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Senior Vice
President - Legal Affairs

GPA LEASING USA SUB I, INC.

By:
-------------------------------------
Name:
Title:

Address: c/o GPA Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Company Secretary

GPA GROUP plc

By:
------------------------------------
Name:
Title:

Address: ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇▇-▇▇▇
Telecopier: 011-353-61360-000
Attention: Company Secretary
64

WILMINGTON TRUST COMPANY, not in its
individual capacity, except as expressly
provided herein, but solely as Owner
Trustee

By:
-----------------------------------
Name:
Title:

Address: ▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Trust
Administration

[_____________________________]

By:
------------------------------------
Name:
Title:

Address:

Telephone:
Telecopier:
Attention:
65

THE CHASE MANHATTAN BANK, not in its
individual capacity, except as otherwise
provided herein, but solely as Indenture
Trustee

By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. Deck
Title: Vice President

Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Trust
Department

FLEET NATIONAL BANK, not in its
individual capacity, except as otherwise
provided herein, but solely as
Subordination Agent

By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Vice President

Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Trust
Administration

FLEET NATIONAL BANK, not in its
individual capacity, except as otherwise
provided herein, but solely as Pass
Through Trustee

By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Vice President

Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Trust
Administration

66
SCHEDULE I to
Refunding Agreement

PASS THROUGH TRUST AGREEMENTS

1. Pass Through Trust Agreement, dated as of June ___, 1997 between
America West Airlines, Inc. and Fleet National Bank, as supplemented
by Trust Supplement No. 1997-1A, dated June ___, 1997.

2. Pass Through Trust Agreement, dated as of June ___, 1997 between
America West Airlines, Inc. and Fleet National Bank, as supplemented
by Trust Supplement No. 1997-1B, dated June ___, 1997

3. Pass Through Trust Agreement, dated as of June ___, 1997 between
America West Airlines, Inc. and Fleet National Bank, as supplemented
by Trust Supplement No. 1997-1C, dated June ___, 1997.

4. Pass Through Trust Agreement, dated as of June ___, 1997 between
America West Airlines, Inc. and Fleet National Bank, as supplemented
by Trust Supplement No. 1997-1D, dated June ___, 1997.
67
SCHEDULE II to
Refunding Agreement

EQUIPMENT NOTES, PASS THROUGH TRUSTS AND PURCHASE PRICE

Interest Rate Principal Purchase
Pass Through Trusts and Maturity Amount Price
------------------- ------------ ------ -----

68
SCHEDULE III to
Refunding Agreement

HOLDERS OF EQUIPMENT NOTES

Payment Instructions

Fleet National Bank, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇
▇▇▇▇, Corporate Trust Administration, Ref. AWA, for the account of Fleet
National Bank Account No. ABA # ______________________, ACCT. #
________________________.
69
EXHIBIT A to
REFUNDING AGREEMENT

TRANSFEREE'S PARENT GUARANTEE
[GPA 1989 BN-11]

TRANSFEREE'S PARENT GUARANTEE [GPA 1989 BN-11], dated as of
____________ by _________________, a ________________________ corporation
("Guarantor") to and for the benefit of Indenture Trustee (individually and as
trustee), the Original Head Lessee, Owner Trustee and Lessee referred to in the
Refunding Agreement described below (collectively, together with their
permitted successors and assigns, "Beneficiaries" and, individually, a
"Beneficiary").

WITNESSETH:

WHEREAS, [_______________] ("Transferor"), is the Owner
Participant under that certain Refunding Agreement [GPA 1989 BN-11], dated as
of June ___, 1997 among Lessee, Original Head Lessee, Parent Guarantor, Owner
Trustee, Transferor, Pass Through Trustee, Subordination Agent and Indenture
Trustee, as amended, modified or supplemented from time to time (the "Refunding
Agreement");

WHEREAS, Transferor wishes to transfer, except to the extent
expressly reserved to Transferor, all of its right, title and interest in and
to the Refunding Agreement, the Trust Estate, the other Operative Documents to
which Transferor is a party, certain other agreements, instruments and
documents in its capacity as Owner Participant under the Refunding Agreement
and all proceeds therefrom as set forth in the Assignment and Assumption
Agreement dated the date hereof between Transferor and _____________________, a
________________________ corporation ("Transferee"); and

WHEREAS, the terms of the Refunding Agreement provide that the
aforementioned transfer is conditioned upon the execution and delivery of this
Guarantee by Guarantor;

NOW, THEREFORE, Guarantor hereby agrees with and for the
benefit of Beneficiaries as follows:

1. Definitions. As used in this Guarantee, terms
defined in the Refunding Agreement are used herein as therein defined, unless
otherwise defined herein.

2. Guarantee.

(a) Guarantor hereby unconditionally and irrevocably
guarantees to Beneficiaries and their respective successors, endorsees,
transferees and assigns, the prompt and complete payment by Transferee when due
(whether at the stated maturity, by acceleration or otherwise) of, and the
faithful performance of, and compliance with, all payment obligations of
Transferee under the Refunding Agreement, the Amended and Restated Head
70
Lease TIA, and each other Operative Document to which Owner Participant is a
party and each other Operative Document to which Transferee is a party or by
which either is bound (collectively, the "Relevant Documents"), strictly in
accordance with the terms thereof and the timely performance of all other
obligations of Transferee thereunder (such payment and other obligations, the
"Obligations"), and Guarantor further agrees to pay any and all expenses
(including, without limitation, all fees and disbursements of counsel) that may
be paid or incurred by Beneficiaries in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting, any or all of
the Obligations and/or enforcing any rights with respect to, or collecting
against, Guarantor under this Guarantee.

(b) No payment or payments made by Transferee, Guarantor,
any other guarantor or any other Person or received or collected by any
Beneficiary from Transferee, Guarantor, any other guarantor or any other person
by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of Guarantor hereunder until the Obligations are paid and
performed in full.

(c) If for any reason any Obligation to be performed or
observed by Transferee (whether affirmative or negative in character) shall not
be observed or performed, or if any amount payable by Transferee referred to in
Section 1(a) hereof shall not be paid promptly when due and payable, Guarantor
shall promptly perform or observe or cause to be performed or observed each
such Obligation or undertaking and shall forthwith pay such amount at the place
and to the person or entity entitled thereto pursuant to the Relevant Documents
regardless of whether or not Lessee, Original Head Lessee, Owner Trustee, Pass
Through Trustee, Subordination Agent, Indenture Trustee, or anyone on behalf of
any of them shall have instituted any suit, action or proceeding or exhausted
its remedies or taken any steps to enforce any rights against Transferee or any
other person or entity to compel any such performance or to collect all or any
part of such amount pursuant to the provisions of the Relevant Documents or at
law or in equity, or otherwise, and regardless of any other condition or
contingency.

3. No Subrogation. Notwithstanding any payment or
payments made by Guarantor hereunder or any setoff or application of funds of
Guarantor by any Beneficiary, Guarantor shall not be entitled to be subrogated
to any of the rights of any Beneficiary against Transferee or any collateral,
security or guarantee or right of set-off held by any Beneficiary for the
payment of the Obligations, nor shall Guarantor seek or be entitled to seek any
reimbursement from Transferee in respect of payments made by Guarantor
hereunder, until all amounts and performance owing to Beneficiaries by
Transferee on account of the Obligations are paid and performed in full.

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71
4. Amendments, etc., with respect to the Obligations;
Waiver of Rights. The Guarantor shall remain fully obligated hereunder
notwithstanding that, without any reservation of rights against the Guarantor
and without notice to or further assent by the Guarantor, any demand for
payment or performance of any of the Obligations made by any Beneficiary may be
rescinded by such party and any of the Obligations continued, and the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by any Beneficiary and any Relevant Document and/or any collateral
security document or other guarantee or document in connection therewith, may
be amended, modified, supplemented or terminated, in whole or in part, as the
parties thereto may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by any Beneficiary for
the payment or performance of the Obligations may be sold, exchanged, waived,
surrendered or released. No Beneficiary shall have any obligation to protect,
secure, perfect or insure any lien at any time held by it as security for the
Obligations or for this Guarantee or any property subject thereto. When making
any demand hereunder against the Guarantor, a Beneficiary may, but shall be
under no obligation to, make a similar demand on the Transferee or any other
guarantor, and any failure by a Beneficiary to make any such demand or to
collect any payments from the Transferee or any such other guarantor or any
release of the Transferee or such other guarantor shall not relieve the
Guarantor of its obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of
any Beneficiary against the Guarantor. For purposes hereof, "demand" shall
include the commencement and continuance of any legal proceedings. The
Guarantor represents and warrants that it owns, directly or indirectly, at
least the portion of the capital stock of the Transferee required by the
Refunding Agreement and that, except as otherwise provided in Section 5 hereof,
its obligations hereunder shall continue unimpaired, even if the Guarantor no
longer owns, directly or indirectly, such portion of the capital stock of the
Transferee.

5. Transfer of Interest in Transferee. Guarantor shall
not assign, convey or otherwise transfer to any person any of its interest in
Transferee unless in connection therewith, Guarantor assigns its rights and
obligations hereunder to a guarantor which meets the requirements of Section 10
of the Refunding Agreement; provided that nothing contained in this Section 5
shall be construed to prohibit any merger, consolidation or other corporate
restructuring of Transferee or Guarantor so long as the resulting corporation
meets the requirements of Section 10 of the Refunding Agreement and assumes the
obligations of the corporation merged or consolidated into.

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72
6. Guarantee Absolute and Unconditional. The Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by any Beneficiary upon
this Guarantee or acceptance of this Guarantee; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon this
Guarantee; and all dealings between the Transferee or the Guarantor and any
Beneficiary shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. The Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Transferee or the Guarantor with respect to the Obligations. The
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment and performance
(and not merely of collectibility) without regard to (a) the validity,
regularity or enforceability of any Relevant Document, any of the Obligations
or any collateral security therefor or guarantee or right of offset with
respect thereto at any time or from time to time held by any Beneficiary, (b)
any defense, set-off or counterclaim (other than a defense of payment or
performance) that may at any time be available to or be asserted by the
Transferee against any Beneficiary, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Transferee or the Guarantor)
that constitutes, or might be construed to constitute, an equitable or legal
discharge of the Transferee for the Obligations, or of the Guarantor under this
Guarantee, in bankruptcy or in any other instance. When pursuing its rights
and remedies hereunder against the Guarantor, any Beneficiary may, but shall be
under no obligation to, pursue such rights and remedies as it may have against
the Transferee or any other person or entity or against any collateral security
or guarantee for the Obligations or any right of offset with respect thereto,
and any failure by any Beneficiary to pursue such other rights or remedies or
to collect any payments from the Transferee or any such other person or entity
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Transferee or any such other person
or entity or any such collateral security, guarantee or right of offset, shall
not relieve the Guarantor of any liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of any Beneficiary against the Guarantor. This Guarantee shall
remain in full force and effect and be binding in accordance with and to the
extent of its terms upon the Guarantor and the successors and assigns thereof,
and shall inure to the benefit of the Beneficiaries, and their respective
successors, endorsees, transferees and assigns, until all of the Obligations
and the Obligations of the Guarantor under this Agreement shall have been
satisfied by payment and performance in full. The Guarantor further agrees
that, without limiting the generality of this Guarantee, if any Beneficiary (or
any assignee thereof) shall be prevented by applicable law from exercising its
remedies (or any of them) against the Transferee

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73
under any Operative Document, such Beneficiary (or any assignee thereof) shall
be entitled to receive hereunder from the Guarantor, upon demand therefor, the
sums that would have otherwise been due from the Transferee had such remedies
been able to be exercised.

7. Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by any Beneficiary upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Transferee or the Guarantor,
or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Transferee or the
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made. The Guarantor shall not commence any "case"
(as defined in Title 11 of the United States Code) against the Transferee.

8. Payments. The Guarantor hereby guarantees that
payments hereunder shall be paid without set-off, counterclaim, deduction or
withholding, and shall be made in U.S. Dollars. If any payment hereunder is
subject to deduction or withholding, Guarantor shall pay an additional amount
such that, after deduction of all amounts required to be deducted or withheld,
the net amount actually received will equal the amount that would have been
received had such deduction or withholding not been required.

9. Representations and Warranties. The Guarantor hereby
represents and warrants that:

(a) the Guarantor is a [type of legal personality] duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its [organization] and has the [corporate] power and
authority and the legal right to own and operate its property, to
lease the property it operates and to conduct the business in which it
is currently engaged;

(b) the Guarantor has the [corporate] power and authority
and the legal right to execute and deliver, and to perform its
obligations under, this Guarantee, and has taken all necessary
[corporate] action to authorize its execution, delivery and
performance of this Guarantee;

(c) this Guarantee constitutes a legal, valid and binding
obligation of the Guarantor enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally;

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74
(d) the execution, delivery and performance of this
Guarantee will not violate any provision of any requirement of law or
contractual obligation of the Guarantor and will not result in or
require the creation or imposition of any lien on any of the
properties or revenues of the Guarantor pursuant to any requirement of
law or contractual obligation of the Guarantor;

(e) no consent or authorization of, filing with, or other
act by or in respect of, any arbitrator or governmental authority and
no consent of any other person (including, without limitation, any
stockholder or creditor of the Guarantor) is required in connection
with the execution, delivery, performance, validity or enforceability
of this Guarantee;

(f) no litigation, investigation or proceeding of or
before any arbitrator or governmental authority is pending or, to the
knowledge of the Guarantor, threatened by or against the Guarantor or
against any of its properties or revenues (i) with respect to this
Guarantee or any of the transactions contemplated hereby or (ii) that
could have a material adverse effect on the business, operations,
property or financial or other condition of the Guarantor;

(g) the balance sheet of the Guarantor as at
_________________ and the related statement of income and retained
earnings for the fiscal year then ended (copies of which have
heretofore been furnished to each Beneficiary) have been prepared in
accordance with generally accepted accounting principles applied
consistently throughout the period involved, are complete and correct
and present fairly the financial condition of the Guarantor as at such
date and the results of its operations for such fiscal year; since
such date there has been no material adverse change in the business,
operations, property or financial or other condition of the Guarantor;
the Guarantor has no material contingent obligation, contingent
liability or liability for taxes, long-term lease or unusual forward
or long-term commitment that is not reflected in the foregoing
statements or in the notes thereto; and](1)

(h) the Guarantor is [type of legal personality] with a
[combined capital, surplus and undivided profits] [tangible net worth]
of at least $60,000,000.

10. Severability. Any provision of this Guarantee that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the

---------------------------
(1) This representation is not applicable if Transferee is a
wholly-owned subsidiary of the Owner Participant.

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75
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

11. No Waiver; Cumulative Remedies. No Beneficiary shall
by any act (except by a written instrument pursuant to Section 13 hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the
part of any Beneficiary, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by a Beneficiary of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy that such Beneficiary would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.

12. Integration. This Guarantee represents the entire
agreement of Guarantor with respect to the subject matter hereof and there are
no promises or representations by any Beneficiary relative to the subject
matter hereof not reflected herein.

13. Amendments and Waivers. None of the terms or
provisions of this Guarantee may be waived, amended or supplemented or
otherwise modified except by a written instrument executed by Guarantor and
each Beneficiary.

14. Section Headings. The Section headings used in this
Guarantee are for convenience of reference only and not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.

15. Successors and Assigns. This Guarantee shall be
binding upon the successors and assigns of Guarantor and shall inure to the
benefit of Beneficiaries and their respective successors and assigns.

16. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.

17. Notices. All notices, requests and demands to or
upon the Guarantor or any Beneficiary to be effective shall be in writing or by
telegraph, telex or telecopy and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered by hand, or, in
the case of mail, two days after deposit in the postal system, first class
postage pre-paid, or, in the case of telegraphic notice, when sent, answerback
received, addressed to (a) in the case of the

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76
Guarantor, the address provided on the signature page hereof, and (b) in the
case of any Beneficiary, the address provided for such party in the Refunding
Agreement.

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77
IN WITNESS WHEREOF, the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and the year first above written.

[NAME OF GUARANTOR]

By:
---------------------------------
Title:

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78
EXHIBIT B to
REFUNDING AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT
[GPA 1989 BN-11]

ASSIGNMENT AND ASSUMPTION AGREEMENT [GPA 1989 BN-11]
("Assignment") dated as of _____________, between ______________, a ___________
corporation ("Assignor") and ________________, a __________ corporation
("Assignee") entered into for the benefit of Indenture Trustee, Owner Trustee,
Original Head Lessee and Lessee referred to in the Refunding Agreement
mentioned below.

WITNESSETH:

WHEREAS, the parties hereto desire to effect (a) the transfer
by Assignor to Assignee of all of the right, title and interest of the Assignor
(except as reserved below) in, under and with respect to, among other things,
(i) the Refunding Agreement, dated as of June ___, 1997, among America West
Airlines, Inc., Assignor, GPA Leasing USA Sub I, Inc., GPA Group plc,
Wilmington Trust Company, as Owner Trustee, Fleet National Bank, as Pass
Through Trustee, [_______________], as Owner Participant, Fleet National Bank,
as Subordination Agent, and The Chase Manhattan Bank, as Indenture Trustee, as
amended, modified or supplemented from time to time (the "Refunding
Agreement"), (ii) the Trust Agreement identified in the Refunding Agreement,
(iii) the Trust Estate (as defined in the Trust Agreement), (iv) the Amended
and Restated Head Lease TIA identified in the Refunding Agreement, (v) the
Lease, (vi) the proceeds therefrom and (vii) the Indenture (as defined in the
Refunding Agreement) and (b) the assumption by Assignee of the obligations of
Assignor accruing thereunder;

NOW, THEREFORE, it is hereby agreed as follows:

1. Definitions. Capitalized terms used herein without
definition shall have the meaning ascribed thereto in the Refunding Agreement.
For purposes of this Assignment, the defined term "Operative Document" shall
have the meaning ascribed thereto in the Refunding Agreement and shall be
deemed to include the Amended and Restated Head Lease TIA.

2. Assignment. Assignor has sold, conveyed, assigned,
transferred and set over, and does hereby sell, convey, assign, transfer and
set over, unto Assignee, as of the date hereof, all of its right, title and
interest in, under and with respect to the Refunding Agreement, the Trust
Agreement, the Trust Estate, the Amended and Restated Head Lease TIA, the
Lease, the Indenture, all of the other Operative Documents to which Assignor is
a party or any other contract, agreement, document or instrument relating to
the Trust Estate by which Assignor is bound, and any proceeds therefrom,
together with all other documents and instruments evidencing any of such right,
title and interest (collectively, the "Relevant Documents"), except such rights
of Assignor as have accrued to Assignor prior to the date
79
hereof (including specifically, but without limitation, the right to receive
any amounts due or accrued to Assignor under the Trust Agreement as of a date
prior to such date and the right to receive any indemnity payment pursuant to
the Refunding Agreement, the Amended and Restated Head Lease TIA or the Lease
with respect to events occurring prior to such date).

3. Assumption. Assignee hereby undertakes all of the
duties and obligations of Assignor whenever accrued (other than duties and
obligations of Assignor required to be performed by it on or prior to the date
hereof under the Relevant Documents to which Owner Participant is a party and
any of the other Relevant Documents by which Assignor is bound or any other
contract, agreement, document or other instrument relating to the Trust Estate
to which Assignor is a party or by which it is bound), pursuant to the Trust
Agreement and any of the other Relevant Documents by which Assignor is bound or
any other contract, agreement, document or other instrument relating to the
Trust Estate to which Assignor is a party or by which it is bound, and hereby
confirms that it shall be deemed a party to the Trust Agreement and shall be
bound by each of the other Relevant Documents and each other contract,
agreement, document or other instrument relating to the Trust Estate to which
Assignor is a party or by which it is bound as if therein named as Trustor.

4. Release of Assignor. Except for liabilities not
assumed as provided in Section 3 hereof, upon the execution of this Assignment
and Assumption Agreement, Assignor shall have no further duty or obligation
under the Relevant Documents to which Owner Participant is a party or under any
of the other Relevant Documents by which Assignor is bound or under any other
contract, agreement, document or other instrument relating to the Trust Estate
to which Assignor is a party or by which it is bound; provided, however, that
Assignor shall in no event be released from any obligation under the Relevant
Documents with respect to Claims or other claims thereunder by or against
Assignor which have accrued or been made prior to the date of transfer.

5. Appointment as Attorney-in-Fact. In furtherance of
the within assignment, Assignor hereby constitutes and appoints Assignee, and
its successors and assign, the true and lawful attorneys of Assignor, with full
power of substitution, in the name of Assignee or in the name of Assignor but
on behalf of and for the benefit of and at the expense of Assignee, to collect
for the account of Assignee all items sold, transferred or assigned to Assignee
pursuant hereto; to institute and prosecute, in the name of Assignor or
otherwise, but at the expense of Assignee, all proceedings that Assignee may
deem proper in order to collect, assert or enforce any claim, right or title of
any kind in or to the items sold, transferred or assigned; to defend and
compromise at the expense of Assignee any and all actions, suits or proceedings
as to title to or interest in any of the property acquired by Assignee; and to
do all such acts and things in relation thereto at the expense of Assignee as
Assignee shall

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reasonably deem advisable. Assignor hereby acknowledges that this appointment
is coupled with an interest and is irrevocable by Assignor in any manner or for
any reason.

6. Payments. Assignor hereby covenants and agrees to
pay over to Assignee, if and when received following the date hereof, any
amounts (including any sums payable as interest in respect thereof) paid to or
for the benefit of Assignor that, under Section 2 hereof, belong to Assignee,
and Assignee hereby covenants and agrees to pay over to Assignor, if and when
received following the date hereof, any amounts (including any sums payable as
interest in respect thereof) paid to or for the benefit of Assignee that, under
Section 2 hereof, belong to Assignor.

7. Investment Purpose. Assignee hereby represents that
it is acquiring the Trust Estate interests and other interests hereby assigned
to it without a view to the distribution or resale of either thereof.

8. Representations and Warranties. Assignee represents
and warrants that:

(a) it has all requisite power and authority and legal
right to enter into and carry out the transactions contemplated hereby
and to carry out and perform the transactions of Owner Participant as
contemplated by the Relevant Documents;

(b) on the date hereof it is a "citizen of the United
States" within the meaning of Section 40102(a)(15) of the Federal
Aviation Act and the rules and regulations of the FAA thereunder;

(c) on and as of the date hereof, the representations and
warranties of Owner Participant set forth in Section 9 of the
Refunding Agreement mutatis mutandis and as set forth in any other
Agreement to which Owner Participant is a party are true and correct
as to Assignee;

(d) it is a permitted Transferee under Section 10 of the
Refunding Agreement;

(e) Assignee or its guarantor has a [combined capital,
surplus and undivided profits] [tangible net worth] of not less than
$60,000,000.

9. Governing Law. This Assignment and Assumption
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

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81
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement as of the day and year first above written.

[ASSIGNOR]

By:
-----------------------------------
Title:

[ASSIGNEE]

By:
-----------------------------------
Title:

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82
EXHIBIT C to
REFUNDING AGREEMENT

LIST OF COUNTRIES

Australia
Canada
Denmark
Finland
France
Germany
Iceland
Ireland
Japan
Luxembourg
Netherlands
New Zealand
Norway
Singapore
South Korea
Sweden
Switzerland
United Kingdom
83
EXHIBIT D to
REFUNDING AGREEMENT

FORM OF INSURANCE BROKER'S REPORT

[to come]
84
ANNEX A to
REFUNDING AGREEMENT

FAA DOCUMENTS

Documents Filed on the Restatement Date

(a) Trust Agreement Supplement [GPA 1989 BN-11] No. 2 dated June
__, 1997 (the "Trust Agreement Supplement") between the Owner
Trustee and the Owner Participant, amending the Trust
Agreement, which Trust Agreement Supplement was filed with the
FAA at _____ p.m., C.D.T. on June __, 1997;

(b) Amended and Restated Trust Indenture and Security Agreement
[GPA 1989 BN-11] dated as of June __, 1997 (the "Amended and
Restated Indenture") between the Owner Trustee and the
Indenture Trustee, amending and restating the Original
Indenture with attached thereto Trust Agreement and Indenture
Supplement No. 2 [GPA 1989 BN-11] dated June __, 1997 (the
"Indenture Supplement"), with respect to the Aircraft, which
Amended and Restated Indenture with the Indenture Supplement
attached was filed with the FAA at _____ p.m., C.D.T. on June
__, 1997;

(c) Assignment and Amendment No. 1 and Sublease Termination
Agreement dated as of June __, 1997 (the "Lease Amendment")
among the Original Head Lessee, as assignor, the Owner
Trustee, as lessor, the Lessee, as successor lessee, and the
Indenture Trustee, which (i) assigns certain right, title and
interest of the Original Head Lessee in and to the Original
Head Lease to the Lessee, (ii) terminates the Sublease and
(iii) releases the Sublease Collateral Assignment, which Lease
Amendment was filed with the FAA at _____ p.m., C.D.T. on June
__, 1997; and

(d) Amended and Restated Aircraft Lease Agreement [GPA 1989 BN-11]
dated as of December 18, 1989, amended and restated as of June
__, 1997 (the "Amended and Restated Lease") between the Owner
Trustee, as lessor, and the Lessee, as successor lessee,
amending and restating the Original Head Lease with Lease
Supplement [GPA 1989 BN-11] No. 3 dated June __, 1997 (the
"Lease Supplement") between the Owner Trustee, as lessor, and
the Lessee, as successor lessee, with respect to the Aircraft,
attached thereto, which Amended and Restated Lease with the
Lease Supplement attached was filed with the FAA at _____
p.m., C.D.T. on June __, 1997.
85
Description of Indenture

Trust Indenture and Security Agreement [GPA 1989 BN-11] dated
as of December 19, 1989 between Wilmington Trust Company, as trustee under
Trust Agreement [GPA 1989 BN-11] dated as of December 19, 1989, and
Manufacturers Hanover Trust Company, as indenture trustee, which was recorded
by the Federal Aviation Administration on January 3, 1990 and assigned
Conveyance No. V78689, as supplemented by the following described instrument:

Date of FAA FAA
Instrument Instrument Recording Date Conveyance No.
---------- ---------- -------------- --------------

Indenture
Supplement No. 1 12/29/89 01/03/90 V78689

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86
Description of Lease

Aircraft Lease Agreement [GPA 1989 BN-11] dated as of December
19, 1989 between Wilmington Trust Company, as trustee under Trust Agreement [GPA
1989 BN-11] dated as of December 19, 1989, as lessor, and GPA Leasing USA Sub I,
Inc., as lessee, which was recorded by the Federal Aviation Administration on
January 3, 1990 and assigned Conveyance No. V78690, as supplemented and amended
by the following described instruments:

Date of FAA FAA
Instrument Instrument Recording Date Conveyance No.
---------- ---------- -------------- --------------

Lease Supplement
[GPA 1989 BN-11]
No. 1 12/29/89 01/03/90 V78690

Lease Supplement
[GPA 1989 BN-11]
No. 2 01/05/95 03/09/95 DD007547

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87
Description of Sublease

Aircraft Sublease Agreement [GPA 1989 BN-11] dated as of
September 21, 1990 between GPA Leasing USA Sub I, Inc., as sublessor, and
America West Airlines, Inc., as sublessee, which was recorded by the Federal
Aviation Administration on October 2, 1990 and assigned Conveyance No. F53828,
as supplemented and amended by the following described instruments:

Date of FAA FAA
Instrument Instrument Recording Date Conveyance No.
---------- ---------- -------------- --------------

Sublease Supplement
No. 1 09/28/90 10/02/90 F53828

Amendment No. 1 to
Aircraft Sublease
Agreement [GPA 1989 as of
BN-11] 06/25/91 07/18/91 H77072

Amendment No. 2 to
Aircraft Sublease
Agreement [GPA 1989 as of
BN-11] 08/26/91 10/02/91 DD001724

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Exhibit 4.15 REFUNDING AGREEMENT [GPA 1989 BN-11] Dated as of June ___, 1997

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