Common use of Transfer Certificate Clause in Contracts

Transfer Certificate. In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the undersigned registered owner of this Security hereby certifies with respect to $____________ Principal Amount at Maturity of the above-captioned securities presented or surrendered on the date hereof (the "SURRENDERED SECURITIES") for registration of transfer, or for exchange or exchange where the securities issuable upon such exchange or exchange are to be registered in a name other than that of the undersigned registered owner (each such transaction being a "TRANSFER"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [ ] The transfer of the Surrendered Securities is made to the Company or any subsidiaries; or [ ] The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [ ] The transfer of the Surrendered Securities is to an institutional accredited investor, as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act; or [ ] The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act, or [ ] The transfer of the Surrendered Securities is pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act; or [ ] The transfer of the Surrendered Securities is pursuant to another available exemption from the registration requirement of the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act (an "AFFILIATE"). [ ] The transferee is an Affiliate of the Company. DATE:____________________________ _________________________________ Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) XXXXXXX X-0 FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS America West Airlines, Inc. 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxxx, General Counsel U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, Minnesota 55101 Effective August 11, 2003, the address will be 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Attention: Corporate Trust Department Dear Sirs: We are delivering this letter in connection with the proposed transfer of $_____________ Principal Amount at Maturity of the Senior Exchangeable Notes due 2023 (the "SECURITIES") issued by America West Airlines, Inc. (the "COMPANY"), which are exchangeable into shares of Class B Common Stock, $0.01 par value per share of America West Holdings Corporation (the "COMMON STOCK"). We hereby confirm that:

Transfer Certificate. In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the The undersigned registered owner of this Security Holder hereby certifies with respect to $________U.S.$____ Principal Amount at Maturity principal amount of the above-captioned securities presented or surrendered on the date hereof (the "SURRENDERED SECURITIESSurrendered Securities") for registration of transfer, or for exchange or exchange conversion where the securities issuable upon such exchange or exchange conversion are to be registered in a name other than that of the undersigned registered owner Holder (each such transaction being a "TRANSFERtransfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [ ] The transfer of the Surrendered Securities is made to complies with Rule 144 under the Company or any subsidiariesU.S. Securities Act of 1933 (the "Securities Act"); or [ ] The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [ ] The transfer of the Surrendered Securities is to an institutional accredited investor, as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act; or [ ] The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act, or [ ] The transfer of the Surrendered Securities is pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act; or [ ] The transfer of the Surrendered Securities is pursuant to another available exemption from the registration requirement of the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 prospectus delivery requirements under the Securities Act (an have been satisfied with respect to such transfer, the undersigned Holder is named as a "AFFILIATE"). [ ] The transferee is an Affiliate Selling Securityholder" in the prospectus relating to such registration statement, or in amendments or supplements thereto, and the aggregate principal amount of Surrendered Securities transferred are all or a portion of the Companysecurities listed in such prospectus opposite the undersigned's name. DATE:____________________________ _________________________________ Signature(s) Dated: * ------------------------- * To be dated the date of surrender. --------------------------------- Signature (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) XXXXXXX X-0 FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS America West Airlines, Inc. 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxxx, General Counsel U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, Minnesota 55101 Effective August 11, 2003, the address will be 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Attention: Corporate Trust Department Dear Sirs: We are delivering this letter in connection with the proposed transfer of $_____________ Principal Amount at Maturity of the Senior Exchangeable Notes due 2023 (the "SECURITIES") issued by America West Airlines, Inc. (the "COMPANY"), which are exchangeable into shares of Class B Common Stock, $0.01 par value per share of America West Holdings Corporation (the "COMMON STOCK"). We hereby confirm that:

Transfer Certificate. In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act") (or any successor provision), the undersigned registered owner of this Security hereby certifies with respect to $____________ Principal Amount at Maturity of the above-captioned securities presented or surrendered on the date hereof (the "SURRENDERED SECURITIESSurrendered Securities") for registration of transfer, or for exchange or exchange conversion where the securities issuable upon such exchange or exchange conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a "TRANSFERtransfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [ ] [_]The transfer of the Surrendered Securities is made to complies with Rule 144 under the Company or any subsidiariesU.S. Securities Act of 1933, as amended (the "Securities Act"); or [ ] [_]The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [ ] [_]The transfer of the Surrendered Securities is to an institutional accredited investor, as described in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act; or [ ] [_]The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act, or [ ] The transfer of the Surrendered Securities is pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act; or [ ] The transfer of the Surrendered Securities is pursuant to another available exemption from the registration requirement of the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act (an "AFFILIATEAffiliate"). [ ] [_]The transferee is an Affiliate of the Company. DATE:_________: ___________________ _________________________________ ------------------------------- Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) XXXXXXX X-0 FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS America West Airlines, Inc. 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxxx, General Counsel U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, Minnesota 55101 Effective August 11, 2003, the address will be 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Attention: Corporate Trust Department Dear Sirs: We are delivering this letter in connection with the proposed transfer of $_____________ Principal Amount at Maturity of the Senior Exchangeable Notes due 2023 (the "SECURITIES") issued by America West Airlines, Inc. (the "COMPANY"), which are exchangeable into shares of Class B Common Stock, $0.01 par value per share of America West Holdings Corporation (the "COMMON STOCK"). We hereby confirm that:

Transfer Certificate. In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the The undersigned registered owner of this Security hereby certifies with respect to $____________ Principal Amount at Maturity principal amount of the above-captioned securities presented or surrendered on the date hereof (the "SURRENDERED SECURITIESSurrendered Securities") for registration of transfer, or for exchange or exchange conversion where the securities issuable upon such exchange or exchange conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a "TRANSFERtransfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [ ] ___________ The transfer of the Surrendered Securities is made to complies with Rule 144 under the Company or any subsidiariesU.S. Securities Act of 1933, as amended (the "Securities Act"); or [ ] ___________ The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [ ] ___________ The transfer of the Surrendered Securities complies with Rule 903 or 904 of Regulation S under the Securities Act; or ___________ The transfer of the Surrendered Securities is to an institutional accredited investor, as described in defined under Rule 501(a)(1), (2), (3) or (7) 501 of Regulation D under the Securities Act; or [ ] ___________ The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act, or [ ] The transfer of the Surrendered Securities is pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act; or [ ] The transfer of the Surrendered Securities is pursuant to another available exemption from the registration requirement of the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act (an "AFFILIATE"). [ ] The transferee is an Affiliate of the Company. DATE:_________: ___________________ _________________________________ ------------------- Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) XXXXXXX X-0 FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS America West Airlines, Inc. 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxxx, General Counsel U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, Minnesota 55101 Effective August 11, 2003, the address will be 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Attention: Corporate Trust Department Dear Sirs: We are delivering this letter in connection with the proposed transfer of $_____________ Principal Amount at Maturity of the Senior Exchangeable Notes due 2023 (the "SECURITIES") issued by America West Airlines, Inc. (the "COMPANY"), which are exchangeable into shares of Class B Common Stock, $0.01 par value per share of America West Holdings Corporation (the "COMMON STOCK"). We hereby confirm that:

Transfer Certificate. In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the The undersigned registered owner of this Security Holder hereby certifies with respect to $____U.S.$________ Principal Amount at Maturity principal amount of the above-captioned securities presented or surrendered on the date hereof (the "SURRENDERED SECURITIESSurrendered Securities") for registration of transfer, or for exchange or exchange conversion where the securities issuable upon such exchange or exchange conversion are to be registered in a name other than that of the undersigned registered owner Holder (each such transaction being a "TRANSFERtransfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [ ] ___________ The transfer of the Surrendered Securities is made to complies with Rule 144 under the Company or any subsidiariesU.S. Securities Act of 1933, as amended (the "Securities Act"); or [ ] ___________ The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [ ] ___________ The transfer of the Surrendered Securities complies with Rule 904 of Regulation S under the Securities Act; or ___________ The transfer of the Surrendered Securities is to an institutional "accredited investor, as described in " within the meaning of Rule 501(a)(1), (2), ) (3) or (7) under the Securities Act in a transaction exempt from the registration requirements of the Securities Act; or [ ] ___________ The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act, or [ ] The transfer of the Surrendered Securities is pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act; or [ ] The transfer of the Surrendered Securities is pursuant to another available exemption from the registration requirement of the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 prospectus delivery requirements under the Securities Act (an have been satisfied with respect to such transfer, the undersigned Holder is named as a "AFFILIATE"). [ ] The transferee is an Affiliate Selling Securityholder" in the prospectus relating to such registration statement, or in amendments or supplements thereto, and the aggregate principal amount of Surrendered Securities transferred are all or a portion of the Companysecurities listed in such prospectus opposite the undersigned's name. DATE:Dated: ___________________* * To be dated the date of surrender. _________ _________________________________ Signature(s) Signature (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) XXXXXXX X-0 FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS America West Airlines, Inc. 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxxx, General Counsel U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, Minnesota 55101 Effective August 11, 2003, the address will be 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Attention: Corporate Trust Department Dear Sirs: We are delivering this letter in connection with the proposed transfer of $_____________ Principal Amount at Maturity of the Senior Exchangeable Notes due 2023 (the "SECURITIES") issued by America West Airlines, Inc. (the "COMPANY"), which are exchangeable into shares of Class B Common Stock, $0.01 par value per share of America West Holdings Corporation (the "COMMON STOCK"). We hereby confirm that: