EXHIBIT 10.3

AMENDMENT NO. 16

THE A319/A320 PURCHASE AGREEMENT
DATED AS OF SEPTEMBER 12, 1997

BETWEEN

AVSA, S.A.R.L.

AND

AMERICA WEST AIRLINES, INC.

This Amendment No. 16 (hereinafter referred to as the "AAmendment") entered into
as of August 24, 2006 by and between AIRBUS S.A.S. (legal successor to AVSA,
S.A.R.L.) a societe par actions simplifiee organized and existing under the laws
of the Republic of France, having its registered office located at 1, Rond Point
Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the
"USeller") and AMERICA WEST AIRLINES, INC., a corporation organized and existing
under the laws of the State of Delaware, United States of America, having its
principal corporate office located at 4000 East Sky Harbor Boulevard, Phoenix,
Arizona 85034, U.S.A. (hereinafter referred to as the "Buyer").

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an A319/A320 Purchase
Agreement, dated as of September 12, 1997 (which agreement, as previously
amended by and supplemented with all Exhibits, Appendices, Letter Agreements and
amendments, including Amendment No. 1 executed on April 27, 1998, Amendment No.
2 executed on December 9, 1998 together with Letter Agreement No. 1 to Amendment
No. 2 executed on May 24, 1999, Amendment No. 3 together with all Letter
Agreements thereto executed on October 14, 1999 and together with Letter
Agreement to Amendment No. 3 executed on May 10, 2001, Amendment No. 4 executed
on July 1, 2000 together with Letter Agreement to Amendment No. 4 executed on
July 28, 2000, Amendment No. 5 executed on October 12, 2000 together with Letter
Agreement to Amendment No. 5 executed on October 26, 2000, Amendment No. 6
executed on October 28, 2002, Amendment No. 7 together with all Letter
Agreements thereto executed on July 30, 2004, Amendment No. 8 executed on
October 1, 2004, Amendment No. 9 executed on September 27, 2005, Amendment No.
10 executed on September 27, 2005, Amendment No. 11 executed on October 11,
2005, Amendment No. 12 executed on February 9, 2006, Amendment No. 13 executed
on April 28, 2006, Amendment No. 14 dated of even date herewith and Amendment
No. 15 dated of even date herewith (the "Agreement"), which Agreement relates
to, inter alia, the sale by the Seller and the purchase by the Buyer of certain
firmly ordered Airbus A318-100, A319-100 and A320-200 model aircraft.

WHEREAS, the Buyer agrees to place a firm order with the Seller for seven (7)
Airbus A321 Aircraft (the "Amendment 16 A321 Aircraft" as further defined in
Paragraph 1 below).

WHEREAS, the Buyer and Seller agree to ** .

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-1

WHEREAS, the Buyer and Seller agree to ** .

WHEREAS, capitalized terms used herein and not otherwise defined in this
Amendment will have the meanings assigned to them in the Agreement. The terms
"herein," "hereof," and "hereunder" and words of similar import refer to this
Amendment.

NOW, THEREFORE IT IS AGREED AS FOLLOWS:

1- DEFINITIONS

(a) The following terms are used in this Amendment as defined below and
such definitions are added to the Agreement:

Amendment 16 A321 Aircraft - any or all of the seven (7) Airbus A321-200
model aircraft to be sold by the Seller to the Buyer pursuant to this
Amendment 16, together with all components, equipment, parts and
accessories installed in or on such aircraft and the Amendment 16 A321
Propulsion System installed thereon.

Amendment 16 A321 Airframe - Any Amendment 16 Aircraft, excluding the
Amendment 16 A321 Propulsion System therefor, but including nacelles and
thrust reversers.

Amendment 16 Aircraft - any Amendment 16 A321 Aircraft or Converted
Amendment 16 A321 Aircraft.

Amendment 16 A321 Propulsion System - one set of either (i) Amendment 16
A321 ** Propulsion System or (ii) Amendment 16 A321 ** Propulsion System.
The applicable set of propulsion systems will be determined as set forth in
Paragraph 10 of Amendment 16.

Amendment 16 A321 ** Propulsion System - if so selected by Buyer pursuant
to Paragraph 10, below, the two (2) ** powerplants to be installed on an
Amendment 16 Aircraft at delivery, each composed of the powerplant (as such
term is defined in Chapters 70-80 of ATA iSpecification 2200 (Revision
2000.1), but limited to the equipment, components, parts and accessories
included in the powerplant, as so defined), that have been sold to the
Seller by **, but specifically not including a nacelle and thrust reverser
for each such powerplant.

Converted Amendment 16 A321 Aircraft - any Amendment 14 A319 Aircraft,
Rescheduled A319 Aircraft, Amendment 14 A320 Aircraft or Rescheduled A320
Aircraft (each as defined in Amendment 14) or Converted A318 Aircraft (as
defined in Amendment 15), which has been converted into an Amendment 16
Aircraft pursuant to this Amendment.

(b) Section 1.1 of the Agreement is further amended by inserting, at the
end thereof, the following:

AWE - A319/A320 - AMENDMENT NO. 16

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"Except as otherwise expressly provided, references in this Agreement to an
Exhibit, Schedule, Amendment, Article, Section, subsection or clause refer
to the appropriate Exhibit, Schedule or Amendment to, or Article, Section,
subsection or clause in this Agreement."

2 - SCOPE

2.1 Incremental Aircraft

The Seller agrees to sell and the Buyer agrees to take delivery of seven
(7) new Airbus A321-200 aircraft in accordance with the terms and
conditions set forth in this Amendment.

2.2 Aircraft Conversion

A. The Seller **

B. The Scheduled Delivery Months of the ** are as set out in Paragraph
5.3.

C. Upon the Buyer's ** .

D. The Buyer will notify the Seller, in writing, ** .

E. ** .

2.3 Grant **

The Seller also ** .

3. AMENDMENT 16 AIRCRAFT

3.1 Each Amendment 16 Aircraft will be deemed an Aircraft for the purposes of
the following provisions, exhibits and letter agreements; provided however,
in cases where any such provision, exhibit or letter agreement specifically
refers to an A319 Aircraft, such term will be deemed to also include the
Amendment 16 Aircraft.

A. Main Agreement Provisions Applicable to the Amendment 16 Aircraft

(i) Clause 1, as amended by Amendment 3, Amendment 7 and Amendment 14

(ii) Subclauses 2.1 and 2.3

(iii) Clause 3 (except that Subclause 3.2 is replaced by Paragraph 2
of Amendment 9 and such paragraph will be deemed to apply to the
Amendment 16 Aircraft)

(iv) Subclauses 4.4 and 4.5

(v) Clauses 5, 6, 7 and 8

(vi) Subclauses 9.3, 9.4, 9.5 (except the references to Subclause 9.1
therein shall refer to the applicable Amendment 16 Aircraft
delivery schedule set forth in Paragraph 5 herein) and 9.6

(vii) Clauses 10, 11, 12 and 13

(viii) Clause 14, except that the first sentence of Subclause 14.5.1
is replaced by the following sentence: "Unless otherwise
specifically stated, revision service will be offered ** ."

(ix) Clause 15, ** .

(x) Clauses 16 and 17

AWE - A319/A320 - AMENDMENT NO. 16

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(xi) Clause 18 (except that reference to Clause 9 shall mean the
Amendment 16 Aircraft delivery schedule under this Amendment and
that reference to Exhibits B1 and B2 shall mean Exhibit B-2 to
this Amendment.

(xii) Clauses 19, 20, 21 and 22

B. Exhibits to the Agreement Applicable to the Amendment 16 Aircraft

(i) Exhibit C

(ii) Exhibit D-3, for purposes of application of the Seller Airframe
Price Revision Formula, all prices herein are ** .

(iii) Exhibit E

(iv) Exhibit F

(v) Exhibit G of Amendment 3 (for Amendment 14 A319 Aircraft with
Amendment 7 A319 Propulsion System installed only).

(vi) Exhibit I

(vii) Exhibit G-1 Certificate of Acceptance (for Amendment 14 A319
Aircraft, Amendment 14 A320 Aircraft and Converted Amendment 14
A321 Aircraft each of which with Amendment 14 A321 Propulsion
System installed only)

(viii) Exhibit H of Amendment No. 7

C. Letter Agreements to the Agreement Applicable to the Amendment 16
Aircraft

(i) Letter Agreement No. 1, provided however, that the term "First
Aircraft" as set forth in Subparagraph 5.2.5 and in Subparagraph
10.1 of Letter Agreement No. 1 will mean the first Aircraft
delivered under the Agreement.

(ii) Letter Agreement No. 2 to Amendment 7, Paragraph 5 only.

(iii) Paragraph 5 of Letter Agreement No. 5 excluding Subparagraph
5.1.2.

(iv) Letter Agreement No. 5 to Amendment No. 7, Paragraph 2 only.

(v) Letter Agreement No. 6, provided however that the references to
Letter Agreements No. 2 and 3 in Paragraphs 5 and 6 of Letter
Agreement No. 6 will be deemed to refer to Letter Agreement No. 3
to this Amendment and provided further that the words "after
taking into account the provisions of Paragraph 5 of Letter
Agreement 3 " at the end of Subparagraph 6.2 will be deleted.

3.2 The following specific additional provisions will apply to the Amendment 16
Aircraft:

A.1 Sale and Purchase

Intentionally Left Blank

A.2 Specification

The Amendment 16 Aircraft will be manufactured in accordance with the
Latest Standard Specification as set forth in Paragraph 2 of Amendment
No. 9, as modified by the SCNs listed in Exhibit B-2A to this
Amendment and as may be further modified from time to time, pursuant
to the provisions of Clause 3 of the Agreement.

A.3 Base Price

A.3.1 Base Price of the Amendment 16 Aircraft

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-4

The "Base Price" of each Amendment 16 Aircraft is the sum of:

(i) ** , and

(ii) ** .

A.3.2 Base Price of the Amendment 16 A321 Airframe

A.3.2.1 The Base Price of the Amendment 16 A321 Airframe, (excluding the
Amendment 16 A321 Propulsion System), is:

US **

(Dollars - ** )

A.3.2.2 The Base Price of the Amendment 16 A321 Airframe is quoted in
delivery conditions prevailing in ** and will be escalated up to the
actual date of delivery of such Amendment 16 Aircraft in accordance
with the Seller Airframe Price Revision Formula as set forth in
Exhibit D-3 to this Amendment.

A.3.3 Base Price of the Amendment 16 A321 Propulsion System

The Base Price of the Amendment 16 A321 Propulsion System, at delivery
conditions prevailing in **, will consist of either the Base Price of
the Amendment 16 A321 ** Propulsion System or the Base Price of the
Amendment 16 A321 ** Propulsion System as determined pursuant to
Paragraph 3.2.A.3.3.1 or Paragraph 3.2.A.3.3.2 below, in accordance
with the terms set forth in Paragraph 10 below.

A.3.3.1 Base Price of the Amendment 16 A321 ** Propulsion System

The Base Price of the Amendment 16 A321 ** Propulsion System, at
delivery conditions prevailing in ** is:

US **

(Dollars - ** ).

The Amendment 16 A321 ** Propulsion System Base Price has been
calculated from the reference price indicated by ** of US $ ** in
accordance with delivery conditions prevailing in ** (the " **
Reference Price").

The ** Reference Price is subject to adjustment to the date of
delivery of the Amendment 16 Aircraft in accordance with the **
Propulsion System Price Revision Formula set forth in Exhibit I; or

A.3.3.2 Base Price of the Amendment 16 A321 ** Propulsion System

The Base Price of the Amendment 16 A321 ** Propulsion System, at
delivery conditions prevailing in ** is:

US $ **

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-5

(Dollars - * )

The ** Reference Price is subject to adjustment to the date of
delivery of the Amendment 16 Aircraft in accordance with the Amendment
16 ** Propulsion System Price Revision Formula set forth in Exhibit
E-2 attached hereto.

A.3.4 Final Contract Price

The Final Contract Price of Amendment 16 Aircraft will be the sum of:

(i) the Base Price of the Amendment 16 A321 Airframe constituting a
part of such Amendment 16 Aircraft, as adjusted to the actual
date of delivery of such Amendment 16 Aircraft in accordance with
Subparagraph 3.2.A.3.2 above;

(ii) the price (as of delivery conditions prevailing in ** ) of any
SCNs constituting a part of such Amendment 16 Aircraft that are
entered into pursuant to Clause 3 after the date of execution of
this Amendment, as adjusted to the actual date of delivery of
such Amendment 16 Aircraft in accordance with the Seller Airframe
Price Revision Formula set forth in Exhibit D-3 attached hereto;

(iii) either the ** Reference Price or the ** Reference Price of the
installed Amendment 16 A321 Propulsion System constituting a part
of such Amendment 16 Aircraft, as adjusted to the actual date of
delivery of such Amendment 16 Aircraft in accordance with
Subparagraph 3.2.A.3.3.1 or Subparagraph 3.2.A.3.3.2, as
applicable, and

(iv) any other amount resulting from any other provisions of this
Agreement as amended and/or any other written agreement between
the Buyer and the Seller relating to the Amendment 16 Aircraft
and specifically making reference to the Final Contract Price of
an Amendment 16 Aircraft.

A.4 Amendment 16 Aircraft Predelivery Payments

The Predelivery Payments for the Amendment 16 Aircraft are as set
forth in Paragraph 7 below.

A.5 **

** .

A.6 Amendment 16 Aircraft Delivery Schedule

The Amendment 16 Aircraft Delivery Schedule is set forth in Paragraph
5 below.

A.7 Amendment 16 Aircraft Order Flexibility

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-6

The Amendment 16 Aircraft conversion rights are set forth in
Paragraphs 2.2 and 2.3 above.

A.8 Amendment 16 Aircraft Training and Product Support Matters

See Paragraph 3.1 C (iii) and (iv) above.

A.9 **

** .

A.10 **

** .

4- EXHIBITS AND LETTER AGREEMENTS

Exhibit B-2, Exhibit D-2, Exhibit E and Letter Agreement No. 3 to the
Agreement and Letter Agreement No. 3 to Amendment 7 will not apply to ** .
The following Exhibits and Letter Agreements, copies of which are attached
hereto, are incorporated into the Agreement and are applicable to ** .

Exhibit B-2A Amendment 16 Aircraft SCNs
Letter Agreement 3A Purchase Incentives

5- DELIVERY

As a result of the seven (7) firmly ordered incremental aircraft for
Amendment 16 A321 Aircraft; and eight (8) ** ; and in Paragraphs 5.1, 5.2
and 5.3 are provided accordingly.

5.1 Paragraph 4.2.A.6 of Amendment 7 as restated in Amendment No. 9 and
Amendment No. 14 is hereby canceled and replaced with the following table:

QUOTE

Delivery Schedule for Amendment 7 A319 Aircraft, Amendment 14 A319 Aircraft
and Rescheduled A319 Aircraft

** .

AWE - A319/A320 - AMENDMENT NO. 16

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For the purposes of this Amendment the Month of Delivery shown in the table
below will be referred to as the "Scheduled Delivery Month" for such
Aircraft.

Month of
Aircraft Delivery Year **
-------- -------- ---- ---

Amendment 7 A319 Aircraft ** ** **
Amendment 7 A319 Aircraft ** ** **
Amendment 7 A319 Aircraft ** ** **
Amendment 7 A319 Aircraft ** ** **
Amendment 7 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Rescheduled A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **

UNQUOTE

5.2 The table set forth as Paragraph 5.2.A.6 of Amendment 7 as restated in
Amendment No. 9 and Amendment No. 14 is hereby canceled and replaced with
the following table:

QUOTE

Delivery Schedule for Amendment 7 A320 Aircraft, Rescheduled A320 Aircraft
and Amendment 14 A320 Aircraft

** .

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-8

For the purposes of this Amendment the Month of Delivery shown in the table
below will be referred to as the "Scheduled Delivery Month" for such
Aircraft.

Month of
Aircraft Delivery Year **
-------- -------- ---- ---

Amendment 7 A320 Aircraft ** ** **
Amendment 7 A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Amendment 14 A320 Aircraft ** ** **
Amendment 14 A320 Aircraft ** ** **

UNQUOTE

5.3- The following Paragraph is inserted into the Agreement as Paragraph 9.2.1
and reads as set forth in the following quoted text:

QUOTE

9.2.1 Delivery Schedule for Amendment 16 Aircraft

Subject to the provisions of this Agreement, the Seller will have the
Amendment 16 Aircraft ready for delivery at Airbus, Hamburg, Germany and
the Buyer will accept the same, during the months set forth below (the
"Scheduled Delivery Month").

** .

For the purposes of this Amendment the Month of Delivery shown in the table
below will be referred to as the "Scheduled Delivery Month" for such
Aircraft.

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-9

Month of
Aircraft Delivery Year **
-------- -------- ---- ---

The Seller will, no earlier than **, provide the Buyer with the **
Amendment 16 Aircraft will be tendered for delivery to the Buyer in a
condition which is "ready for delivery" as set forth in Subparagraph 9.3 of
the Agreement and otherwise in accordance with this Agreement. The Seller
shall give the Buyer not less than ** notice of the date on which the
Aircraft will be tendered for delivery to the Buyer in a condition which is
"ready for delivery" as set forth in Subparagraph 9.3 and otherwise in
accordance with this Agreement.

UNQUOTE

For the ease of reference only, below is the combined delivery schedule of
all firmly ordered aircraft to be delivered.

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-10

Month of
Aircraft Delivery Year **
-------- -------- ---- ---

Amendment 16 A321 Aircraft ** ** **
Amendment 16 A321 Aircraft ** ** **
Amendment 16 A321 Aircraft ** ** **
Amendment 16 A321 Aircraft ** ** **
Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Converted Amendment 16 A321 Aircraft ** ** **
Amendment 16 A321 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Amendment 16 A321 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Rescheduled A320 Aircraft ** ** **
Rescheduled A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A320 Aircraft ** ** **
Amendment 14 A320 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **
Amendment 14 A319 Aircraft ** ** **

AWE - A319/A320 - AMENDMENT NO. 16

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6- INITIAL PAYMENTS

6.1 Notwithstanding anything contrary in the Agreement, the Buyer will pay to
the Seller and the Seller will be entitled to receive, in each case, in
accordance with this Clause 6 and Paragraph 7.1(i) below, an initial
payment in an amount equal to ** on account of each of the fifteen (15)
Amendment 16 Aircraft (the "Amendment 16 A321 Initial Payment") upon ** .

6.2 The Buyer and the Seller also agree that upon fulfillment of the Buyer's
obligations pursuant to Paragraph 8 to Amendment 14, the Buyer will be
deemed to have fulfilled its obligations to make the Amendment 16 A321
Initial Payment in the amount of US $ ** (Dollars - ** ) with respect to
each of the five (5) Amendment 14 A319 Aircraft, two (2) Rescheduled A319
Aircraft and the one (1) Rescheduled A320 Aircraft converted pursuant to
Paragraph 2.2A herein to Converted Amendment 16 A321 Aircraft.

6.3 The Seller acknowledges that, prior to the date hereof, it has received
from the Buyer ** in the amount of ** for each of seven (7) Amendment 16
A321 Aircraft ** Amendment 16 A321 Initial Payment with respect to such
seven (7) Amendment 16 A321 Aircraft. The Buyer will pay to the Seller the
balance of the Amendment 16 A321 Initial Payment with respect to each of
such seven (7) Amendment 16 A321 Aircraft, for an aggregate US $ **(Dollars
- ** ) (i.e. $ ** for each of seven (7) Amendment 16 A321 Aircraft) upon **
.

7- PREDELIVERY PAYMENTS

7.1 The Buyer will make Predelivery Payments on each of the Amendment 16 A321
Aircraft and each of the Converted Amendment 16 A321 Aircraft to the Seller
as follows:

(i) ** ,

(ii) ** ,

(iii) ** ,

(iv) ** .

7.2 All Predelivery Payments shall be paid in immediately available funds.

7.3 With respect to amounts due pursuant to Paragraph 7.1 (iv) with respect to
any Aircraft, ** .

7.4 ** .

8- AIRFRAME PRICE REVISION

The Final Contract Price for each Amendment 16 Aircraft will be derived as
provided in the Agreement, ** .

AWE - A319/A320 - AMENDMENT NO. 16

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** .

** ** ** **
------- ------- ------- -------

** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **
** ** ** ** ** ** ** **

9- **

** .

10- **

** .

11- ENGINE PRICE REVISION FORMULAE

11.1 Exhibit E. The parties ** .

11.2 Exhibit I. Unless otherwise agreed between the parties ** .

12- EFFECT OF THE AMENDMENT AND OTHER MATTERS

12.1 Upon effectiveness, the provisions of this Amendment will constitute a
valid amendment to the Agreement and the Agreement will be deemed to be
amended to the extent herein provided. This Amendment supersedes any
previous understandings, commitments, or representations whatsoever,
whether oral or written, related to the subject matter of this Amendment.

12.2 Both parties agree that this Amendment will constitute an integral,
nonseverable part of the Agreement, and that this Amendment will be
governed by the provisions of the Agreement, except that if the Agreement
and this Amendment have specific provisions that are inconsistent, the
specific provisions contained in this Amendment will govern.

13- GOVERNING LAW

THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY
AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE
WITH THE PROVISIONS OF SUBPARAGRAPH 22.3 OF THE AGREEMENT.

AWE - A319/A320 - AMENDMENT NO. 16

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IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT OR TO THE
AGREEMENTS CONTEMPLATED HEREIN.

14- CONFIDENTIALITY

The Seller and the Buyer (including their employees, agents and advisors)
agree to keep the terms and conditions of this Amendment strictly
confidential, except as required by applicable law or pursuant to legal
process. The Seller and the Buyer will consult prior to any public
disclosure regarding this Amendment; provided, however that, following
execution of this Amendment, Buyer may make such disclosure thereof as may
be required by law or governmental orders, rules or regulations.

15- COUNTERPARTS

This Amendment may be signed in any number of separate counterparts. Each
counterpart when signed and delivered (including counterparts delivered by
facsimile transmission) will be an original, and the counterparts will
together constitute one same instrument.

AWE - A319/A320 - AMENDMENT NO. 16

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AM 16-14

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
------------------------------------
Its: Senior Vice President Contracts

Accepted and Agreed,

AMERICA WEST AIRLINES, INC.

By: /s/ Tom Weir
---------------------------------
Its: Vice President and Treasurer

AWE - A319/A320 - AMENDMENT NO. 16

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EXHIBIT B-2A

US AIRWAYS
AMENDMENT 16 AIRCRAFT (A321) - TECHNICAL SCN LIST (SEE NOTES)

RFC TITLE REMARKS
- --- ----- -------

** ** **

** CONFIDENTIAL TREATMENT REQUESTED

USA Amd 16 A321 Tech SCN List Confidential Page 1

APPENDIX 1 TO EXHIBIT B-2A

Bferef: Issue

Airline: ** BFE SPECIFICATION
Operator: **
A/C Type: **

BFE
Type Alternate Destination into A/C
ATA/Item Status Description Remark Manufacturer P/N P/N* A linked to P/N Code BFE Qty
- -------- ------ ----------- ------ ------------ ---- ---- --- ------------- ----------- ---- ---

** ** ** ** ** ** ** ** ** ** ** **

** CONFIDENTIAL TREATMENT REQUESTED

LETTER AGREEMENT NO. 3A
TO THE AGREEMENT

As of August 24, 2006

America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ 85034

Re: PURCHASE INCENTIVES **

Dear Ladies and Gentlemen:

In connection with the execution of Amendment No. 16 (the "Amendment") to
the Airbus A319/A320 Purchase Agreement dated as of September 12, 1997 (the
"Agreement"), between AIRBUS S.A.S (legal successor to AVSA, S.A.R.L.) a societe
par actions simplifiee, (the "Seller") and AMERICA WEST AIRLINES, INC., (the
"Buyer"), the Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 3A (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Amendment 16 Aircraft. Capitalized terms
used herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement as amended by Amendment 16 to the
Agreement. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of the Amendment, except that if the Agreement or the
Amendment and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1- ** CREDIT MEMORANDA AND PURCHASE INCENTIVES

1.1 ** Credit Memorandum

The Seller will provide to the Buyer a credit memorandum in the amount of
US $ ** .

1.2 ** Credit Memorandum

The Seller will provide to the Buyer a closing credit memorandum in an
amount of US $ ** .

1.3 ** Credit Memorandum

The Seller will provide to the Buyer an ** credit memorandum in the amount
of US $ ** .

USA/AWE - A321 - AM16

** Confidential Treatment Requested.

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1.4 ** Credit Memorandum **

** , the Seller will provide to the Buyer a ** credit memorandum in the
amount of US $ ** .

1.5 ** Credit Memorandum

The Seller will provide to the Buyer a ** credit memorandum in the amount
of US $ ** .

1.6 ** Credit Memorandum **

The Seller will provide to the Buyer a ** credit memorandum in the amount
of US $ ** .

1.7 ** Credit Memorandum

The Seller will provide to the Buyer a ** credit memorandum in the amount
of US $ ** .

1.8 ** Credit Memorandum

The Seller will provide to the Buyer an ** credit memorandum ** in the
amount of US $ ** .

1.9 ** .

1.10 ** Credit Memoranda

** .

2- ** CREDIT MEMORANDUM

2.1 The Seller will provide to the Buyer a ** credit memorandum ** in the
amount of US $ ** .

2.2 ** .

3- **

The Seller will provide to the Buyer ** .

4- **

The Seller will provide to the Buyer ** .

5- NON-APPLICABILITY OF LETTER AGREEMENT 3 TO THE AGREEMENT

The parties hereby expressly agree that Letter Agreement 3 to the Agreement
and Letter Agreement 3 to Amendment No. 7 to the Agreement will not apply
to the Amendment 16

USA/AWE - A321 - AM16

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LA3-2

Aircraft.

6- ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement No. 3A to the
Amendment, this Letter Agreement and the rights and obligations of the
Buyer hereunder will not be assigned or transferred in any manner without
the prior written consent of the Seller, and any attempted assignment or
transfer in contravention of the provisions of this Paragraph 6 will be
void and of no force or effect.

USA/AWE - A321 - AM16

** Confidential Treatment Requested.

LA3-3

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
------------------------------------
Its: Senior Vice President Contracts

Accepted and Agreed

AMERICA WEST AIRLINES, INC.

By: /s/ Tom Weir
---------------------------------
Its: Vice President and Treasurer

USA/AWE - A321 - AM16

** Confidential Treatment Requested.

LA3-4